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06-08-00 Town Council Packet 'Drawer' SNOWMASS VILLAGE TOWN COUNCIL WORK SESSION 06-08-2000 9:00 — 9:45 A.M. RURAL TRANSPORTATION AUTHORITY DISCUSSION -- Mayor Manchester/Hunt Walker .......................... Page 1 9:45— 12:00 DISCUSSION —ARTICLE IV AND V, SNOWMASS VILLAGE LAND USE CODE -- Craig Thompson/Steve Connor ......................... Page 14 NOTE: ALL ITEMS AND TIMES ARE TENTATIVE AND SUBJECT TO CHANGE WITHOUT FURTHER NOTICE. PLEASE CALL THE OFFICE OF THE TOWN CLERK AT 923-3777 ON THE DAY OF THE MEETING FOR ANY AGENDA CHANGES. SNOWMASS VILLAGE TOWN COUNCIL WORK SESSION SUMMARY 06-08-2000 COUNCIL MEMBERS PRESENT: Mayor T. Michael Manchester; Kevin Costello; Jack Hatfield; Douglas Mercatoris; Mark Brady COUNCIL MEMBERS ABSENT: All members were present. STAFF PRESENT: Gary Suiter, Town Manager; Dave Peckler, Transportation Manager, Stephen Connor, Town Attorney, Hunt Walker, Public Works Director, Craig Thompson, Community Development Director, Chris Conrad, Planning Director; Rebecca Harlowe, Secretary/Records Clerk PUBLIC PRESENT: Chris Kiley and Bill Kane The Work Session began at 9:16 a.m. RURAL TRANSPORTATION AUTHORITY DISCUSSION Mayor Manchester reviewed the Rural Transportation Authority (RTA) Draft Proposal presented as an outline of a conceptual Intergovernmental Agreement (IGA) between the eight jurisdictions involved. The timeframe requires two public hearings to be held by each jurisdiction, followed by certification of ballot language prior to September 13, 2000. Council discussed the proposed budget and functions of the RTA, service costs and potential funding sources, RTA Sales Tax proposals in each of the eight jurisdictions, planning for completion of the Corridor Investment Study (CIS) and continued transportation planning. Council also discussed methods to sustain and expand local transit service, reorganization of existing regional transit entities and providing equal or increased regional transit services. Manchester explained that Rifle is currently included in the Glenwood Springs service. Mercatoris stated that RTA plans intentionally exclude a possible rail component to avoid controversy. Manchester and Walker explained that at this stage of the planning process, funding for trails would be a part of the Roaring Fork Railroad Holding Authority (RFRHA), which would be absorbed by the RTA in the future. Council discussed varying percentages of sales tax contributions, 15-minute headways, Rifle to Aspen express service, funding necessary to maintain the service level in Snowmass Village and a means to raise and allocate necessary funds without raising taxes. A Public Hearing addressing RTA concerns will be tentatively scheduled for July 10, 2000. 06-08-00ws Page 2 DISCUSSION —ARTICLE IV AND V. SNOWMASS VILLAGE LAND USE CODE Craig Thompson provided an overview of Article IV issues to be considered by Council which included changes recommended by staff concerning wildlife fencing, parking, existing vegetation, redevelopment and housing mitigation. Council reviewed the issues and provided direction to staff. Council directed staff to research the Town's Sign Code and provide recommended language to address sandwich boards. The Town Manager summarized changes to the Housing Mitigation section of the Code and recommended that Council require 60% mitigation. The recommendation was based on mitigation requirements set by Pitkin County for the Hines/Highlands project, the Aspen Area Community Plan and the assumption that 40% of Snowmass Village employees prefer to live down valley. Hatfield suggested that Council require more than 60% mitigation and allow for flexibility in extenuating circumstances. Bill Kane from the Aspen Skiing Company (ASC) stated his preference of the Independent Calculation option with subsequent verification of job generation. After further review and discussion, Council provided direction to staff for revisions to the Housing Mitigation section of the Land Use Code. Council will review the section addressing methods of compliance at a later date. The Town Attorney informed Council that the section entitled Restricted Housinq Credits was no longer applicable and will be deleted from the Code. The Work Session ended at 12:10 p.m. Submitted by: Rebecca Harlowe Secretary/Records Clerk Revised Draft RTA Proposal June 2, 2000 The DRAFT RTA Proposal This RTA Proposal was originally crafted by the Project Team reflecting the decisions made to date by the Policy Committee, the amended RTA legislation, the public opinion survey, ongoing technical work related to service costs and revenue sources, and guidance provided by the Citizen Advisory Committee, individual Policy Committee members and their respective Boards and Commissions. On May 25 2000 the RTA Policy Committee unanimously approved the draft proposal with amendments and suggested changes, which have been incorporated into this document. Policy Committee members provided further feedback on this document during the week of May 29 and those comments have also been incorporated. The Draft Proposal will provide the basis for drafting the Intergovernmental Agreement that will be referred to each jurisdiction for the first round of public hearings. Additional refinement to the RTA Proposal is expected to occur throughout this public review process. 1. Form and Fund the Authority. The Policy Committee will take the first steps to form and fund the RTA by agreeing to the content of an Intergovernmental Agreement (IGA) and crafting ballot language for the November 2000 election. Key organizational steps and decisions to date include the following. Boundaries and Governance • Members of the RTA will include the City of Glenwood Springs, the Town of Carbondale, the Town of Basalt, the Town of Snowmass Village, the City of Aspen, Pitkin County, Eagle County, and Garfield County. • Jurisdictional boundaries for the RTA will include the City of Glenwood Springs, the Town of Carbondale, the Town of Basalt, the Town of Snowmass Village, the City of Aspen, all of Pitkin County, the RE-1 School District in Eagle County and the portion of Garfield County that lies within the Roaring Fork River watershed. Figure 1 presents a map showing the general boundaries of the proposed RTA. (map to be added) • RTA Board of Directors will be composed of one elected official from each participating jurisdiction, appointed by that jurisdiction. Each jurisdiction will also appoint a second elected official as an alternate board member who would be allowed to vote when the primary representative is unable to attend Board meetings. The RTA will also have a Citizen Advisory Council, the composition and mission of which will be established by the RTA Board. � I � 1 Revised Draft RTA Proposal June 2, 2000 Figure 1 — RTA Boundary Map -to be added. 2 Revised Draft RTA Proposal June 2, 2000 • All Board decisions will require a 2/3rds majority of the Board (6 out of 8) vote. It is up to each jurisdiction to ensure that the alternate board member attends a board meeting if the jurisdiction's official representative is unable to attend. This is a slight change from earlier wording of this decision, replacing "2/3 of a quorum" with "2/3 of the board" to address concerns raised about too few board members making a decision for the entire board which is counter to the intent of the original 2/3 decision. • Procedures for additional jurisdictions to join in the future will be established in the IGA as defined in the amended RTA enabling legislation, which no longer requires that jurisdictions be contiguous to join the RTA. • The name of the RTA shall be the Roaring Fork Transit Authority (RFTA). Proposed RTA Functions and Budget A key objective of the RTA is to establish a new and more equitable funding base for regional transit services. The funding proposal that follows provides adequate funding for the services the Policy Committee has selected when combined with the expected farebox revenues, existing levels of federal grants, and other existing sources. In addition to funding initially committed through the IGA and raised through the ballot measure, the RTA would have the flexibility to seek new revenues (e.g. from federal grants, increases in RTA tax levies, or new voluntary contributions from member jurisdictions) as needed to meet budget requirements and achieve service objectives. Appendix A to this RTA Proposal contains detailed information documenting the costs and revenues cited below. RTA Service Costs Regarding costs, current estimates for the cost of improved trunk line services and sustainable capital replacement, in addition to the other RTA functions of planning, trails, and funding RFRHA right-of-way management total some $6.5 million. Table 1 shows a draft budget for the RTA. Some of these costs will be covered by the existing public investment in trunkline services and other expenditures, but roughly $3.3 million of new funding is required. Key features of the budget include: • Funding for expanded RTA trunkline service. • Funding for regional transit planning including completion of the CIS. • Local funding to leverage available grant sources and other funding to construct the regional trail. • Funding for RFRHA property management activities. • Existing general fund and in-kind contributions from local jurisdictions would be eliminated. 0. 3 • 3 Revised Draft RTA Proposal June 2, 2000 Table 1 PROPOSED RTA PUBLIC INVESTMENT BUDGET REQUIRED RTA PROJECT COMPONENT Public Investment EXISTING TRUNK SERVICE SUSTAINABLE PUBLIC INVESTMENT COSTS $4,050,200 TRUNK SERVICE A SUSTAINABLE PUBLIC INVESTMENT COSTS $1,658,300 TRUNK SERVICE B SUSTAINABLE PUBLIC INVESTMENT COSTS $211,700 RTA PLANNING PUBLIC INVESTMENT COSTS $175,000 RTA TRAILS PUBLIC INVESTMENT COSTS $300,000 CORRIDOR MANAGEMENT PUBLIC INVESTMENT COSTS $150,000 TOTAL ESTIMATED RTA PUBLIC INVESTMENT COST BUDGET $6,545,3007 Note: This Proposed RTA Budget is based upon more detailed estimates and forecasts described in a RFTA Memorandum dated May 19, 2000. Funding Proposal There are a large range of possibilities for allocating existing funding and raising new revenue to cover the estimated RTA budget. Given the extensive discussions on the topic with the Policy Committee and the Citizen Advisory Committee, the results of the opinion survey, and budget analysis, a solution involving the increased commitment of a portion of existing transit sales taxes and a levy of new transit sales taxes in areas without such taxes appears feasible and responsive. Table 2 provides a summary of the funding made available by the sales tax proposal. The funding proposal included in the IGA will be reflected on the ballot as well. The ballot will be a single, Valley-wide proposal. The following points indicate the contributions of each jurisdiction that would be established in the IGA and the ballot language _ y- 4 Revised Draft RTA Proposal June 2, 2000 Table 2 RTA Sales Tax Proposal Jurisdiction Applicable Tax Proposed RTA Allocation of Calculated Percentage of Base" Sales Tax Rate Existing or Funding RTA Revenue New Share Aspen $377,945,300 0.60% existing $2,267,672 34.1% Pitkin County (unincorp.) $109,587,900 1.20% existing $1,315,055 19.9% CA Basalt Village $105,435,300 0.60% existing $632,612 9.5% v{ Basalt $61,938,241 0.40% new $247,753 3.7% Eagle County RFV(inc. Basalt) $50,006,600 0.50% existing $250,033 3.8% Carbondale $61,425,172 0.40% new $245,701 3.7% Garfield County $44,663,724 0.40% new $178,655 2.7% Glenwood Springs $376,465,034 0.40% new $1,505,860 22.6% Total $6,643,341 100.0% 'Sales tax base for new RTA sales tax derived from 5 Revised Draft RTA Proposal June 2,2000 "Net Taxable Sales" as reported by the State of Colorado. 6 Revised Draft RTA Proposal June 2, 2000 Sales Tax Contributions • Aspen commits a fixed 0.6 percent portion from the existing 1.0 percent transit sales tax and its 0.5 percent transit tax, leaving 0.9 percent for local transit operations and capital projects. The Aspen effective tax rate dedicated to regional services is estimated to provide 35 percent of the RTA's initial sale tax funding. Aspen, as will be the case with all jurisdictions, will have the option of meeting this funding commitment with an equal funding amount derived from other local or approved RTA funding sources (e.g. a visitor benefit fee). • Snowmass commits a fixed 0.6 percent portion from the existing 1.0 percent transit sales tax and its 0.5 percent transit tax, leaving 0.9 percent for local transit operations and capital projects. The Snowmass effective tax rate dedicated to regional services is estimated to provide 9.8 percent of the RTA's initial sale tax funding. • Pitkin County commits a fixed 1.2 percent portion from the existing 1.0 percent transit sales tax and its 0.5 percent transit tax, leaving 0.3 percent for local transit operations and capital projects. The Pitkin County effective tax rate dedicated to regional services is estimated to provide 20.6 percent of the RTA's initial sale tax funding. • Eagle County commits its 0.5 percent transit sales tax to the RTA. The RTA would use the amount currently dedicated to trails for that purpose in the Roaring Fork Valley portion of Eagle County. The Eagle County 0.5 percent tax is estimated to provide 4 percent of the RTA's initial sales tax funding. • The RTA seeks a 0.4 percent transit tax in Basalt. Basalt has the option of including up to an additional 0.6 percent transit sales tax through the RTA that could fund local services.. The 0.4 percent transit sales tax from Basalt would provide 3.7 percent of the Proposed RTA sales tax funding. • The RTA seeks a 0.4 percent transit sales tax in Carbondale and the Roaring Fork Valley portion of Garfield County. The Carbondale 0.4 percent tax is estimated to provide 3.9 percent of the RTA's initial sales tax funding. The Garfield County 0.4 percent tax is estimated to provide 2.8 percent of the RTA's initial sales tax funding. • The RTA seeks a 0.4 percent transit sales tax in Glenwood Springs. The Glenwood Springs 0.4 percent tax is estimated to provide 24 percent of the RTA's initial sales tax funding. (Glenwood Springs current .25% will continue to be used for local transit (Ride Glenwood) and other transportation improvements.) aw 1. 7 Revised Draft RTA Proposal June 2, 2000 Other RTA Funding • Individual jurisdictions acknowledge that development occurring within their jurisdiction will, in most cases, have an impact upon local and regional traffic congestion and that transit is one means for mitigating such impacts. Accordingly, members may agree to work to evaluate and mitigate the traffic impacts of new developments within their jurisdiction. Such mitigation may be achieved with ordinance-based transit impact fees, exactions imposed as conditions of development approval, or other methods. A portion of such transportation mitigation measures would be directed at offsetting capital replacement and other capital expenses incurred by the RTA. • Additional federal funding can be expected to offset capital replacement costs, planning costs, and future technology options. The RTA will actively pursue such federal funding and collaborate with state agencies (CDOT) and local agencies toward this objective. • At the sole request of a member jurisdiction the Authority shall, up to the limit, and according to the provisions established in the enabling legislation, seek voter approval for a Authority Visitor Benefit Fee within the requesting member's jurisdiction. Exchange and Supplement of Revenue Sources The sales tax contributions establish a base of funding for the RTA. Individual jurisdictions could, at their sole option, choose to supplant part of this obligation with an alternative funding mechanism or in-kind services, either at the formation of the RTA or at a later date. This funding mechanism could be an authorized RTA funding source, such as the visitor benefit fee, or an alternate locally approved source. The IGA will specify how such revenues would be authorized and how the exchange would be structured. Cost and Revenue Forecast A key question regarding the feasibility of the RTA is future changes in cost and revenue. While many factors influence costs and revenues, all public agencies will need to operate within a budget and the RTA is no different. A forecast of costs and revenues conducted by the RTA Project Team suggest that committed revenues will match expected cost increases by a small margin. A summary of the forecast over the next 10 years will be prepared as a part of the technical supporting the IGA. The regional forecast of retail sales conducted as a part of developing the RTA Proposal indicates average increases in the range of five percent annually during the next 10 to 4a 8 Revised Draft RTA Proposal June 2, 2000 20 years. This increase will be driven by increases in population and visitors, as well as changes in resident and visitor expenditure patterns. Given existing retail sales in the range of $1 billion annually, sales growth would be in the range of $50 million, or 5%, annually. On the cost side inflationary and other cost increases will be experienced even without any increased service level. Past trends with RFTA generally suggest that operating cost increases in the range of 6% annually can be expected, while the cost of capital is expected to increase by approximately 4% annually. When operating, planning, trails, corridor management, and capital costs are combined, the estimated cost increase for the total budget, assuming no new services, would be in the range of approximately 4.7% annually. Additionally, approximately $250,000 annually is assumed in the RTA budget for the purchase of employee housing. The availability of employee housing is intended to reduce the rate of operating cost increases from salary increases. 2. Reorganize Existing Regional Transit Entities. A key long-term objective of the RTA is to consolidate the existing transit and transportation planning efforts into a single, regional organization. This approach will enfranchise the entire Valley in regional transit and transportation decisions and create operating and organizational efficiencies. Figure 2 (to be added) illustrates an organizational structure of the proposed RTA. The IGA will define the following reorganization: • RFRHA will be reorganized with regional transportation planning functions being absorbed by the RTA within 6 months of its formation (i.e. mid-2001). The RFRHA board will retain responsibility for Denver and Rio Grande Right-of-Way management and trail construction. These functions could be provided through contract with an existing entity. The RTA will fund RFRHA's corridor management activities, with initial contribution levels established in the IGA. RFRHA's current staff position could be assigned to the RTA and RFRHA under contract for specific services. At such time as all or a significant portion of the right-of-way would be used for transportation purposes the asset would be transferred to ownership by the RTA and RFRHA would cease to exist. 9 Revised Draft RTA Proposal June 2, 2000 Insert Figure 2 — Proposed RTA Organizational Structure a'Q WOOF 10 Revised Draft RTA Proposal June 2, 2000 • RFTA will expand and change to become the RTA. The complexity of this transition, including human resource issues, asset allocation, and mobilization, will require 12 to 18 months to complete. A Reorganization Transition Plan and the RTA Board of Directors will guide this process. During this transition period RFTA will continue to exist; however, its funding will be derived from the RTA, rather than the existing EOTC and other local government contributions as is presently the case. RFTA's administrative structure, current employment contracts, and operations will be maintained and expanded as necessary to meet the new requirements of the RTA. • A Draft Reorganization Transition Plan will be included in the IGA as a guideline for RFTA's transition to the RTA and to establish precise terms and conditions that will be followed during the transition process. The Plan will address key organization issues such as employee benefits, capital assets, and other assets and liabilities and legal indemnification. In any case pensions and other employee benefits must be held harmless. To accomplish this objective RTA employees could remain employees of Pitkin County for a ten-year period or longer. Rolling Stock: could be transferred to the RTA. Furniture, fixtures, and equipment: could also be transferred to the RTA. Real estate/ real property could be leased to the RTA for a nominal amount for a ten year period. Cash assets and liabilities could be transferred to the RTA. The value of these assets, which will be appraised as a part of the Transition Plan, is estimated to be in the range of $30 million. 3. Provide Regional Transit Services. The RTA will provide enhanced trunk line transit service, offer contract services to local communities for local service (and private entities such as the Aspen Skiing Company), conduct regional transportation and transit planning, establish and implement regional transportation policy, raise and allocate new sources of funds, fund maintenance of the right-of-way and fund a contribution to completion the valley-wide trail, and contract with private users/ special needs transit entities. The RTA trunkline transit service will provide a significant improvement to existing trunkline services. Under the improvements proposed service available at least every 30 minutes year-round in every community in the Roaring Fork Valley. Service will be provided every 15 minutes between El Jebel and Aspen during winter peak hours. New service will be provided between Rifle and Glenwood Springs every hour 5:30 a.m. until 8:30 p.m.; every two hours until midnight. Service between Rifle and Glenwood Springs will be provided every two hours from 6:30 a.m. until 6:30 p.m. weekends. The RTA will also allocate funding to leverage the funding required to build the Glenwood Springs to El Jebel portion of a valley-wide trail. Appendix B of this RTA Proposal contains a more detailed description of the proposed improvements to transit services. Implementation of the new service plan will begin with an amended Transit Development Plan (TDP) that will be adopted during 2001. Service improvements will be achieved on a 11 Revised Draft RTA Proposal June 2, 2000 phased basis, as necessary new equipment and staff (drivers) can be obtained deployed. It is estimated that this process should take 12 months from the formation date. As such, the service improvements may begin prior to full transition of RFTA to the RTA. 4. Complete the CIS and Continue Transportation and Transit Planning. Regional transit planning will be a key function of the RTA. A sound planning effort is essential to assuring responsive and efficient service and also for anticipating future needs and investments. The RTA's transit planning will include both short-range transit planning, which addresses present service delivery and needs within a five to ten-year horizon, as well as long range regional planning that provides forecasts, conducts travel demand analysis, and evaluates technology options over a 20 year (or longer) time horizon. • The RTA's ongoing transit planning efforts will be focused upon developing and implementing an amended Transit Development Plan that incorporate the expanded transit services and other factors, preparing the technical basis for the proposed transit new development impact assessment, and assisting local jurisdictions with planning and deployment of local transit services. • The CIS process provides professional capabilities, resources,analytical tools (e.g. travel demand model) and a policy framework for regional transportation planning. While the Draft EIS has been completed and a locally preferredaltemative sefectect, key aspects of the CIS have not been completed. Finalizing the EIS and achieving the Record of Decision (ROD) will take at least another year to complete. The RTA will assume responsibility for managing this planning effort upon its formation. The IGA will specify a commitment to completing the CIS in a timely manner and funding long range transit planning. This activity may include prospective efforts to secure federal grants. 5. Sustain and Expand Local Transit Services. Another key objective of the RTA is to sustain and improve local transit services. At the present time local service in Aspen and Pitkin County are provided directly by RFTA and some local service is provided by the existing configuration of the trunkline routes. RFTA also provides contract services to the Aspen Skiing Company and to Glenwood Springs. Aspen would like to expand its existing free local services while other jurisdictions would like to initiate local services. • The IGA will specify that the remaining portion of existing transportation sales taxes (i.e. 0.9 percent in Aspen and Snowmass Village) in Pitkin County will fund existing local transit services in Aspen and Snowmass, other services such as the Senior Van, mall maintenance, food tax rebates, and the Snowmass vendor fee, as well as planned major capital projects such as Entrance to Aspen, the Snowmass Village Transit Plaza, � 14X '. 12 Revised Draft RTA Proposal June 2, 2000 and other projects as directed by the EOTC. Financial analysis of the RTA Proposal suggests that Aspen and Snowmass will need to develop additional funding (approximately $600,000) from one source or another to achieve this objective. • The IGA will need to specify that the RTA is required to provide contract services to Aspen and other contracting jurisdictions consistent with current services levels and at a cost equal to actual cost allocation for the service. This is an important provision of the IGA since the current Aspen service is not subject to a contract and any resource (i.e. drivers) allocation issues must be resolved in a manner that sustains the local transit service. • Basalt and the Roaring Fork Valley portion of Eagle County can plan and develop local service in the Mid-Valley area, subject to availability of additional local funding to support these services, which could be provided through a contract with the RTA. Based upon the current proposal, an additional RTA tax of up to 1 % could be levied in Basalt and the Roaring Fork Valley portion of Eagle County to help support local services. • Glenwood Springs will continue its local transit service, using it existing 0.25 percent sales tax as a source, although it has the option to increase this tax to expand local services or to free-up the local tax for other transportation priorities, either as a part of the formation ballot language or by a later vote. 13 TOWN COUNCIL COMMUNIQUE Meeting Date: June 8, 2000 Presented By: Gary Suiter, Town Manager Craig Thompson, Community Development director Subject: Land Use Code Amendments: Article IV and V. Overview: Council has scheduled a work session for Thursday, June 8 from 9:45 AM to 12:30 PM to discuss Article IV and V of the LUC. Attached to this Communique, staff has provided: 1. Article IV with proposed amendments. 2. May 17, 2000 Planning Commission minutes which contain recommended changes to Article IV of the LUC. 3. Memorandum from Dawn Keating containing recommended changes to Article IV of the LUC regarding fences. 4. Memorandum from Georgia Hanson of Aspen Highlands Village regarding housing mitigation. 5. Section 3-130-020 of the Pitkin County Code which refers to affordable housing standards. NOTE: Please bring your working copy of Article V. Recommendation: Finalize amendments to Article IV and V of the LUC. ARTICLE IV DEVELOPMENT EVALUATION STANDARDS This Article establishes a rpt ef evaluation standards for the review of development within the Town. These provisions are have been feund te be necessary and desirable in order to: (1) protect ecologically and environmentally sensitive areas iR the Town; (2) use land, as well as public and private services and facilities efficiently; (3) ensure that development occurs in an orderly and timely fashion; and (4) ensure that a project's design is compatible with the existing scale and character of the Town. DIVISION 4-1. PROTECTION OF ENVIRONMENTALLY SENSITIVE AREAS SECTION 4-100. PURPOSE protection-e€ he environmental, aesthetic and natural resources of the Brush Creek and Owl Creek valleys, including wildlife habitat, stream corridors, sensitive hillsides, and other unique lands and significant natural features, is-a The Parpese of This Division4s-to establishes standards to ensure that as development occurs, these environmentally sensitive areas are protected and. in its adFniAi6tFati9R A this Development Gede, it is also the Tewn's inten to ensure that development does not contribute significantly to the degradation of air quality is the gewR and does not generate noise which would result in materially adverse impacts relating to the use of the land in question or adjacent land or occupants thereof. SECTION 4-110. SENSITIVE WILDLIFE HABITAT AREAS A. Purpose. [sentence moved up from end of paragraph). This section establishes procedures and standards to ensure that development is located, designed, and used in such a way that these sensitive wildlife habitat areas are protected. Protection of wildlife habitat and promotion of bio-diversity is has long been a important Yalue on Snewmass Village. Because wildlife habitat is sensitive to human activity, the Town intends to manage development such that it does not diminish wildlife habitat and ensures the eFthe continuing existence of species in the area. The Comprehensive Plan includes maps that portray elk production areas, elk concentration areas, elk severe winter range, elk migration corridors, mule deer severe winter range, bighorn sheep winter range and the nest sites of golden eagles, goshawks and red-tailed hawks within and adjacent to the Town limits. B. Applicability. The provisions of this Section 4-110 shall apply to any development application for PUD, amended PUD, subdivision or special review within the areas described in Section 4-110 C., Mags Incorporated. These provisions shall not apply to development of a lot subdivided prior to the effective dow rs - Articie IV Page 2 of 55 date of this Development Code (September 2, 1998). However development of such lots shall comply with any wildlife protection requirements that may have been applied to the property during the approval of the PUD or subdivision in which it is located. C. Maps Incorporated. The Wildlife, Mule Deer Seasonal Activity, and Elk Seasonal Activity Mmaps in the Comprehensive Plan contain are general information maps that depict the locations of sensitive wildlife areas within and adjacent to the Town limits. These maps are hereby incorporated in this Development Code by reference. Copies of the maps are available for public review in the Building and Planning Department during normal business hours. 1. Lands Designated on Maps. The following lands designated on the Wildlife, Mule Deer Seasonal Activity, and Elk Seasonal Activity maps in the Comprehensive Plan shall be subject to the provisions of this Section 4-110, Sensitive Wildlife Habitat Areas: a. Elk production areas. b. Elk concentration areas. C. Elk severe winter range. d. Elk migration corridors. e. Mule deer severe winter range. f. Bighorn sheep winter range. g. The nest sites of golden eagles, goshawks and red-tailed hawks. 2. Lands Not Designated on Maps. Because these maps are general maps, and because animal distribution is fluid and animal populations are dynamic, the maps are considered to be a "guides"to probable locations-er "FOGI flags". All areas mapped as sensitive wildlife habitat shall be verified on the ground, pursuant to Section 4-110 D., _Wildlife Habitat Analysis. There may also be lands that function as any of the above-listed types of wildlife habitat, but are not so designated on the maps. The Town, in consultation with the Colorado Division of Wildlife, may determine that lands not designated on the maps provide any of the above-listed types of wildlife habitat and, therefore, development proposed for such Idnds will be subject to the provisions of this Section 4-110, Sensitive Wildlife Habitat Areas. This determination shall be made during sketch plan review for an application that is a PUD, or during preliminary plan review for an application that is a subdivision. AD i Article IV Page 3 of 55 D. Wildlife Habitat Analysis. aAn applicant proposing development on lands designated as sensitive wildlife habitat on the maps and for lands not so designated on the maps that are determined to be sensitive wildlife habitat shall f fst complete a site specific wildlife habitat analysis. The analysis shall evaluate the relevant physical features of the property, shall make a site-specific determination of the locations of wildlife habitat on the property-and eh" describe how the proposed development will comply with Section 4-110 E., Standards. The analysis shall be prepared and submitted by a uag lifted wildlife biologisUecologist or similar qualified expert, that aPA shall contain the following materials: 1. Map. A map of the property shall be submitted, depicting the activity patterns of the wildlife using the sensitive wildlife habitat, identifying, migration routes, travel corridors or patterns, calving, nesting, feeding and watering areas, riparian areas, and any connections or relationships with habitat adjoining but outside the project site. 2. Report. A report shall be submitted that describes the activity patterns of the wildlife using the habitat and identifies any species that use the property that are listed by the U.S. Department of the Interior or the State of Colorado as endangered, threatened, or species of special concern. The report shall also evaluate the potential impacts of the proposed development on the sensitive wildlife habitat and the species using that habitat. 3. Mitigation and Enhancement Plan. If the applicant proposes development within any of the sensitive wildlife habitat areas listed above, then the applicant shall submit a wildlife habitat mitigation and enhancement plan that describes how the proposed development will comply with Section 4-110 F., Wildlife Mitigation and Enhancement Standards, providing detail regarding the wildlife mitigation and enhancement techniques that will be employed. The plan shall include schedules for the applicant to report to the Town Council on progress and shall include provisions to ensure both implementation and monitoring of the plan by the applicant. As applicable, the report shall refer to any other wildlife enhancement or management plan that haeve been approved by the Town for this or other properties that would affect this property, to ensure consistency between previously approved and newly proposed mitigation and enhancement measures. E. General Standard. Development shall be prohibited in elk production areas, elk concentration areas, elk severe winter range, elk migration corridors, mule deer severe winter range, bighorn sheep winter range, and the buffer areas surrounding the nest sites of golden eagles, goshawks and red-tailed hawks. However, development may be considered within these areas if at least four out _1 7, Article IV Page 4 of 55 of five of the members of the Town Council adopt a resolution authorizing consideration of some development in such areas. 1. Resolution. The resolution shall direct the developer to formulate and present to the Town Council a proposed wildlife mitigation and enhancement plan for such areas prepared pursuant to the requirements of Section 4-110 D.3., Mitigation and Enhancement Plan. However, such direction to the developer by the Town Council shall not constitute a decision to authorize development in such areas. 2. Ordinance. To authorize any development in such areas, the Town Council shall then adopt an ordinance, approved by at least four out of five of the members of the Town Council, identifying the reasons why the development is unable to avoid the habitat areas. Considering this finding, the ordinance shall then define the nature and the extent of the development that will be allowed, taking into account the wildlife habitat analysis and wildlife mitigation and enhancement plan. The ordinance shall also include findings that the development complies with Section 4- 110 F., Wildlife Mitigation and Enhancement Standards. F. Wildlife Mitigation and Enhancement Standards. Development proposed within any of the above-listed sensitive wildlife habitat areas shall comply with the following standards: 1. Elk, Mule Deer, and Bighorn Sheep Habitat Areas. a. Location. The proposed development shall be sensitively located in relation to elk, mule deer or bighorn sheep habitat areas. This shall include locating development so it does not: (1) force elk to use new migration corridors or expose them to significantly increased predation, interaction with vehicles, intense human activity, or more severe topography or climate; or (2) encircle elk, mule deer or bighorn sheep.habitat with development. b. Not Generate Excessive Intrusion. The proposed development shall not generate excessive human intrusion during periods when elk, mule deer, or bighorn sheep use the area. When appropriate, the development proposal shall include techniques to minimize human intrusion, including: (1) visual and sound buffers, to screen structures and activity areas from habitat areas through effective use of topography, vegetation and similar measures; and (2) seasonal limitations on, or stoppages of, intrusive human activities during sensitive time periods, such as when elk migration or elk calving is occurring. I, �'� Article IV Page 5 of 55 C. Maintain Native Vegetation. The proposed development shall be designed to maintain large patches of native vegetation intact, so as to preserve areas that supply food or cover for wildlife. This shall include, but not be limited to, locating roads on the edge of habitat areas, so as to prevent fragmentation of habitat. When development removes native vegetation within habitat areas, a mitigation plan shall be devised that replaces it with vegetation that is equivalent in type and quantity. Disturbed areas shall be re- vegetated no later than the next growing season with native browse species with high food value, especially heavy seed, berry and fruit producing species. d. Enhancement. Where replacement of vegetation is not feasible, then the applicant shall commit to ongoing on-site or off-site wildlife habitat enhancement. Enhancement is the process of increasing wildlife carrying capacity on undisturbed habitat to replace the lost wildlife carrying capacity on habitats impacted, disturbed and/or destroyed by development. Enhancement can take many forms, including, but not limited to, prescribed burns, seeding, brush cutting and fertilization, as determined to be appropriate by the Town, based upon the advice of the Colorado Division of Wildlife. Enhancement shall be authorized for the following habitat types at the following ratios: (1) Severe Winter Ranges. Eight (8) acres of enhanced habitat shall be provided for every one (1) acre of disturbed elk or mule deer severe winter range. (2) Concentration Areas and Winter Range. Five (5) acres of enhanced habitat shall be provided for every one (1) acre of disturbed elk concentration area or bighorn sheep winter range. e. Preserve Watering Areas. The proposed development shall preserve water holes, springs, seepages, marshes, ponds and other watering areas to the maximum extent possible. f. Dogs Prohibited. Dogs shall be prohibited within or adjacent to elk production areas, elk concentration areas, elk severe winter range, mule deer severe winter range and bighorn sheep winter range, except for dogs working as part of a bona fide agricultural operation. Dogs shall be kenneled within one-quarter (1/4) mile of an elk migration corridor during the periods of May 1 to June 20, and October 1 to 31. a'/9— Article IV Page 6 of 55 g. Nuisances. The development shall not allow excessive lighting, noise or similar nuisances that could have a significant adverse affect on the continued use of the area by wildlife. h. Fences. Applicants should not fence the perimeter of their property. Any fences that are permitted shall be designed so that they do not adversely affect the movement of wildlife, including, at a minimum, compliance with the following standards: (1) Height. Fences shall not exceed forty-two inches (42") in height. (2) Materials. Wire fences shall be limited to a maximum of four (4) strands and shall not be made of woven wire. Rail fences shall be limited to three (3) rails and shall only use rounded rails. Wire and rail fences shall have a kickspace (distance between the top two [2] wires or rails) of not less than twelve inches (12"). (3) Removable Sections. Fences in migration corridors shall have removable sections or openings to allow for seasonal passage of wildlife. It shall be the applicant's responsibility to remove fence sections when migration is occurring. (4) Existing Fences. Applicants proposing development within sensitive wildlife habitat areas shall, as a condition of development approval, agree to remove or to alter any existing fences on the property to comply with the above provisions. (5) Fences Around Residences. Fences located in the immediate vicinity of a dwelling unit shall be exempt from these limitations. I. Retaining Walls. If a retaining wall is planned within a migration corridor, it shall be designed to permit passage of wildlife. This may include limiting the height of the wall to less than six feet (6') for any wall that is in excess of twenty-five feet (25') in length, or designing the wall so that it steps up in sections, so wildlife can climb over the wall. j. Trail Management. The proposed development shall not include trails that cannot be managed, including closure by the applicant during critical wildlife use periods. ,ao sow Article IV Page 7 of 55 k. Construction Management Plan. The proposed development shall be subject to a construction management plan that limits construction activity to acceptable levels during sensitive wildlife use periods. I. Access. The applicant shall provide access to CDOW personnel and Town staff to assist in the implementation and enforcement of wildlife mitigation and enhancement plans and to monitor wildlife activities. 2. Nest Sites. a. Buffer. No development shall occur within a radius of three hundred feet (300) of a golden eagle nest site or within a radius of one hundred feet (100) of a goshawk or red-tailed hawk nest site. b. Limitations. If development is permitted to occur within or adjacent to the buffer area, it shall be designed to ensure there is no disturbance to the nest site between December 1 and June 1 and to ensure the eagle or hawk's prey base in the vicinity of the nest is maintained. The development shall also be designed to retain tall, overly mature and standing dead trees that provide nesting or perching habitat for eagles and hawks. SECTION 4-120 BRUSH CREEK IMPACT AREA A. Establishment of Brush Creek Impact Area. The Environmental Sensitivity Map in the Town's Comprehensive Plan identifies the Brush Creek Impact Area as an area that is sensitive to the environmental impacts of development. The Comprehensive Plan designates this area as an important environmental resource area for its aesthetic features, riparian habitat, wetlands and hydrological values. This section establishes the Brush Creek Impact Area as an environmentally sensitive area and provides standards for development proposed within this area. B. Applicability. The provisions of this Section 4-120 shall apply to any development proposed within the areas described in Section 4-120 C., Maps Incorporated. C. Map Incorporated. The Brush Creek Impact Area, as depicted on the Environmental Sensitivity Map in the Town's Comprehensive Plan, is hereby incorporated in this Code by reference. A copy of the Environmental Sensitivity Map is available for public review in the Building and Planning Department during normal business hours. ♦42 Article IV Page 8 of 55 1. Purpose of Map. The Environmental Sensitivity Map is a general map that identifies the locations of lands whose development would impact Brush Creek and its associated riparian habitat and wetlands. Its purpose is identifying those lands that are subject to the provisions of this Section 4-120. 2. Lands Outside of Brush Creek Impact Area. Because the Environmental Sensitivity Map is a general map, the map should be considered to be a "guide" OF flag". Lands mapped within this area shall be verified on the ground, pursuant to Section 4-120 D., Brush Creek Impact Report. There may also be lands located outside of the boundaries of the Brush Creek Impact Area whose development would impact Brush Creek and its associated riparian habitat and wetlands. The Town, in consultation with appropriate governmental agencies or other qualified natural resource specialists, may determine that the proposed development of such lands outside of(but in close proximity to) the boundaries of the Brush Creek Impact Area will also be subject to the provisions of this Section 4-120. This determination shall be made during sketch plan review for an application that is a PUD, or during preliminary plan review for an application that is a subdivision. D. Brush Creek Impact Report. Because the Environmental Sensitivity Map is a guide 9F Fed flag, an applicant proposing development on lands located within the boundaries of the Brush Creek lmpad Area, or on lands located outside of the Brush Creek Impact Area whose development is determined to have the potential to impact Brush Creek and its associated riparian habitat and wetlands, shall first complete a site specific analysis of the property. The analysis shall evaluate the relevant hydrologic features, make a site specific determination of the location of riparian habitat and wetlands on the property, analyze how these areas contribute to water quality and wildlife habitat, and describe how the proposed development will comply with Section 4-120 E., Standards. The analysis shall be prepared by a natural resource specialist qualified in the appropriate disciplines, and shall contain the following materials: 1. Map. A map of the property shall be submitted that depicts the locations of riparian habitat, wetlands and the important hydrological features of the property in relationship to planned development areas. 2. Report. A report shall be submitted that evaluates the potential impacts of the development on Brush Creek and its associated riparian habitat and wetlands. It shall describe the activity patterns of the wildlife using the riparian area and wetlands, identifying where relevartt, breeding areas, nesting areas, watering areas and movement or travel corridors. It shall also identify any species that use the land that are listed by the State of Colorado as endangered, threatened, or species of special concern. The report shall also describe the current hydrologic conditions associated with .*OVA Z Article IV Page 9 of 55 the property and provide an evaluation of the potential impacts of the proposed development on water quality, the water cycle and the stream channel. Finally, the report shall describe how the proposed development will comply with Section 4-120 E., Standards, including proposed wildlife and water quality mitigation and enhancement measures. E. Standards. Development subject to the provisions of this Section shall comply with the following standards. 1. Setback. Development shall not take place within the stream channel and shall not alter the channel of Brush Creek or its capacity, except as expressly permitted herein. Development shall be set back a minimum of twenty-five feet (25'), measured horizontally from the outer edge of any riparian or wetland areas that are subject to the provisions of this Section 4-110, Brush Creek Impact Area. Development shall also comply with the provisions of Section 4-130, Floodplain and Wetland Areas, with regard to the location of development in relation to one hundred (100) year floodplains and jurisdictional wetlands, including establishment of a larger setback, if necessary to ensure compliance with federal and local regulations. a. Exception for Water-Dependent Structures. Recreation access sites, irrigation devices, water diversion facilities, erosion control devices, and similar water-dependent structures may be permitted within this setback, provided any other applicable federal, state and local permits have been obtained, and the installation will comply with all other applicable standards of this Section. b. Exception for Other Necessary Structures. Underground utilities, roads, trails, bridges and similar facilities may be permitted within this setback when the applicant demonstrates that: (1) it is necessary and appropriate to locate the structures outside of the setback; (2) any other applicable federal, state and local permits have been obtained; and (3) the installation will comply with all other applicable standards of this Section, including submission of a plan for restoration of disturbed areas, pursuant to Section 4-120 D.2.b., Restoration Plan. C. Exception for Stream Restoration. Where the natural channel has previously been altered, efforts may be undertaken to restore the channel to its natural state or to enhance aquatic conditions within the stream. Where such efforts are permitted, provision shall be made for the following: Article IV Page 10 of 55 (1) Fish Passage and Wildlife Movement. Provision shall be made to permit passage of fish and movement of wildlife through the structures. (2) Pools and Other Cover. Stream enhancement shall be undertaken to compensate for any development activities that alter existing pools, or undercut banks and other stream cover used by fish and wildlife. This shall include the creation of new pools, the placement of trees, boulders and similar submerged objects, or the installation of drop structures and deflectors, based on the subject stream conditions. (3) Stream Sedimentation. The development shall not cause stream bank erosion and sedimentation. Any lands subject to cut or fill activity shall be stabilized with erosion control mechanisms as soon after disturbance as is practical. Vegetation that is removed shall be replaced, in compliance with the provisions of Section 4-120 D.2., Vegetation Removal. d. Exception for Other Types of Development. The Town Council may authorize other types of development not listed above to occur within the setback-area if at least four out of five of the members of the Town Council approve an ordinance, identifying the reasons why the development is unable to avoid the setback area. 2. Vegetation Removal. Development subject to the provisions of this Section shall avoid or minimize the removal or loss of vegetation characteristic of the riparian area, paying particular attention to soil- binding stream bank vegetation. Vegetation removal necessary for control of noxious weeds, as defined by the Colorado Cooperative Extension Service, shall be permitted. a. Erosion Control. If vegetation is removed, or if soil is otherwise subject to erosion, then best management practices for the control of erosion shall be instituted during construction to protect water quality. Engineered steam bank stabilization practices, such as exposed rip-rap, shall be avoided wherever possible, and shall be limited to locations where more natural techniques cannot practically be utilized. b. Restoration Plan. A restoration plan shall be prepared for the site, ensuring that vegetation which is removed is replaced on-site within the next growing season. 2�1� Article IV Page 11 of 55 1. Type of Vegetation. Replacement vegetation shall be limited to native species that are typically found in riparian habitat and wetlands. Replacement vegetation shall be equivalent in type, quality and function to that removed because of development. 2. Amount of Vegetation. Vegetation should be replaced at a ratio of one to one (1:1), measured in terms of foliage mass and tree caliper size, giving consideration to expected vegetation growth. A lesser replacement ratio may be approved if vegetation was removed for the express purpose of permitting greater visibility of, or greater access to, the creek. 3. Guarantee. The Town may require the applicant to guarantee performance of the restoration plan by providing security of not less than one hundred percent (100%) of the cost of the replacement vegetation. 3. Pollutants. Development shall not introduce organic or inorganic pollutants into Brush Creek. Herbicides may be used for noxious weed control when non-chemical methods will not be practical or effective. Hazardous materials associated with any use in the Brush Creek Impact Area shat be stored and used in car pliance with applicable state and federal hazardous materials regulations. Measures shall be designed and implemented to contain fuel storage areas, to prevent spilled fuels, lubricants or other hazardous materials from entering the creek during the construction or operation of any use, and to control parking lot runoff from entering the creek. 4. Water Cycle. Development shall not interfere with the water cycle that supports any riparian habitat or wetlands on the property. Water shall not be diverted from the site and no development activities shall be undertaken that would lower the water table, or would cause the temperature of water in the creek to increase beyond the tolerance levels of trout and other aquatic life. SECTION 4-130. FLOOD PLAIN AND WETLAND AREAS A. General Standard. No development shall be allowed that would adversely affect the quantity, quality or accessibility of the water resources of the Town or region, or which would occur at the expense of established water-dependent agricultural activities, or which would result in increased salinization of water courses, loss of minimum stream flows, diminishment of wildlife habitat, or major expenditures to reacquire or redistribute major water resources. Development shall not be allowed to pollute or interfere with the natural changes of the river, stream or I Article IV Page U of 55 other tributary, including erosion and/or sedimentation during construction. Increased on-site drainage shall be accommodated within the parcel to prevent entry into the river or onto its banks. Pools or hot tubs cannot be drained outside the designated building envelope. B. Flood Plains. Flood plains are an extension of the stream channel cross- sections required to accommodate increased stream flow during flood periods. Their obstruction or alteration will alter stream behavior, leading to siltation, stream bank erosion and aggravated flood conditions. All development proposed in an application for PUD, subdivision or special review shall be located outside of the limits of the one hundred (100) year flood plain, as depicted on the most recent edition of the Federal Emergency Management Agency (FEMA) Flood Insurance Rates Maps for areas within the Town of Snowmass Village. An applicant for a subdivision, PUD or special review proposed in an area where there are no detailed flood elevations depicted on the FEMA maps shall be required to submit a study that identifies the limits of the one hundred (100) year flood plain on the property and to locate all proposed development outside of the limits of that area. A professional engineer licensed in the State of Colorado shall prepare the study. C. Wetlands. Areas that are considered to be jurisdictional wetlands, as defined by the United States Army Corps of Engineers, are prohibited from development unless appropriate mitigation is approved by the Corps of Engineers, by appropriate porn-Ai or authorization under Section 404 of the Clean Water Act, and by the Town Council. This prohibition shall not apply to the development of a lot subdivided prior to the effective date of this Development Code (September 2, 1998). However development of such lots shall comply with any wetlands protection and mitigation requirements that may have been applied to the property during the approval of the PUD or subdivision in which it is located. D. Land Under Water. Whenever there is proposed for development a tract of land partially under water at any time during the year, there shall be excluded from development those areas of the tract that are under water, up to the mean high water mark, except where such a requirement would prevent construction of even one (1) single family residence within the property. E. Guarantee. A guarantee must provided in the event a water course or riparian area is altered or relocated, that applies to the developer and his heirs, successors and assigns that ensures that the flood carrying capacity and riparian habitat on the parcel is not diminished and that no situation is created which causes additional erosion of streambanks into the watercourse. SECTION 4-140. GEOLOGIC HAZARD AREAS, STEEP SLOPES AND RIDGELINE PROTECTION AREAS I Article IV Page 13 of 55 A. Purpose. Steep slopes are prone to erosion and soil instability, are difficult to revegetate, and may also be subject to geologic hazards. The purpose of this section is to ensure that development does not occur on slopes that are excessively steep, unstable or hazardous. Applicants are also referred to Section 4-320, Landscaping. Grading and Site Planning Standards, to ensure that development which is permitted on slopes that are more stable is done in a manner that minimizes environmental and aesthetic impacts on the Town. B. Applicability. The standards in this section shall apply to all development proposed within the Town of Snowmass Village. C. Development Prohibited in Geologic Hazard Areas. No development proposed in any SPA. PUD, subdivision or special review application shall be approved in any area that the Town Council finds, on the basis of competent engineering or geologic data, to be unsuitable for the proposed activity or use due to the potential harm to the public health, safety or welfare that would be posed by mud flow, rock slide, avalanche, steep or unstable slopes or soils, or other geologic hazards, features or conditions. D. Development Prohibited on Slopes Greater Than Thirty Percent (30%). No development shall be allowed on any slope greater than thirty percent (30%), except in the following circumstances: 1. Ski Area Improvemeata. Construction of roads, driveways, ski trails and related ski area improvements, including but not necessarily limited to lift towers, but excluding restaurants and similar structures that are intended for human occupancy may be allowed on slopes greater than thirty percent (30%). 2. Lots Subdivided Prior to January 1, 1987. Development may be allowed on lots and within approved building envelopes containing areas of slopes greater than thirty percent (30%) if the lot was subdivided prior to January 1, 1987. 3. Man-Made Slopes. Development may be permitted on slopes greater than thirty percent (30%) that are the result of minor man-made cutting or filling of an otherwise continuous natural slope. 4. Other Circumstances. The Town Council may authorize development on slopes greater than thirty percent (30%) in circumstances not listed above if at least four out of five of the members of the Town Council approve an ordinance, identifying the reasons why the development is unable to avoid the steep slopes. 5. Engineer's Opinion. For the Town to allow development under any of the above circumstances, the applicant shall provide an opinion from a Article IV Page 14 of 55 professional geotechnical engineer licensed in the State of Colorado stating that the slope is not prone to instability or failure, the proposed developed will not cause greater slope instability or increase the potential for slope failure, and that therefore, there will be no significant risk that damage to adjacent property will result from the proposed construction. If any risk to adjacent property is found, the geotechnical engineer shall describe the design considerations or construction techniques that will be incorporated within the development to mitigate the risk of damage to adjacent property from the proposed development. E. Avoid Activities Which May Affect Stability DiseGUFaged on Slopes Greater Than Fifteen Percent (15%). Development activities that decrease the stability of any slope that is greater than fifteen (15) percent shall be avoided disseuFaged. These activities include, but are not limited to, activities that add water to a slope, activities that add weight to the top of a slope, and activities that steepen the existing grade of a slope. F. Ridgeline Protection Areas. Ridgeline protection areas are those lands which are mapped on the Ridgeline Protection Area Mao Read,Greek within fifty feet (60') ef elevatien, FR9a6UFed YeFtioally, ef the West 9f B Fidge e QWI GF88k Read, 9F the Town Gemmunity PaFk that are at, 9F are iailiside. No development of new structures shall be permitted within a ridgeline protection area, and no new structure shall be designed or located in such a way that it will appear to penetrate above the crest of a ridgeline as seen from these areas. In addition, any existing structure that is located within a ridgeline protection area or that penetrates above the crest of a ridgeline as viewed from these areas that is demolished may only be rebuilt if its design complies with the standards of this Section F. Provided, however, that if the prohibitions of this section would prevent the development of even one (1) single family residence on a lot subdivided prior to the effective date of this Development Code (September 2, 1998), then a single family residence may be permitted, if the development complies with the standards of this Section 4-140, all other applicable standards of this Development Code, and the following standards: 1. Mass. The mass of the proposed development shall be broken into smaller forms and stepped down the hill to accommodate the slope of the terrain, so as to minimize the amount of the building that penetrates above the ridgeline. 2. Form. The form of the development (in particular, its roof form) shall replicate, parallel or compliment the natural form of the ridgeline, so it appears to be an element of that natural form. 3. Preserve Existing Trees. Existing live trees on the site shall be preserved to the maximum extent possible, so as to screen or soften the appearance of the development. Trees that must be removed shall be OW Article IV Page 15 of 55 replaced with the same size tree that was removed. Replacement trees shall be planted, or for sites that do not contain trees, new trees shall be planted in locations that will help to screen the development. 4. Exterior Materials. The exterior materials of the structure, including roofs, shall be built, painted or stained to blend with the predominant colors of surrounding earth, vegetation or land features. Reflective roof materials shall not be used, unless the materials are treated to eliminate reflections. Reflective or mirrored glass shall not be used on the exterior of the structure. DIVISION 4-2. IMPROVEMENTS STANDARDS SECTION 4-200. APPLICABILITY A. Minimum Requirements. Improvements standards are intended as minimum standards to further the orderly layout and use of land. These standards shall apply to all development applications for PUD, Subdivision, Subdivision Exemption, or Special Review submitted within the Town of Snowmass Village. The designer should be aware that whenever unusual or complex circumstances are anticipated in conjunction with a proposed development, that additional information or analysis beyond the minimums set forth herein may be required by the Town Engineer. B. Standards Are Not Inflexible. These design standards are intended to ensure a certain level of performance, however, they are not inflexible. If an alternate design, procedure, or material can be shown to provide performance equal to or better than that established by these standards, or where it can be shown that strict compliance with these standards would cause unacceptable environmental impacts, or would result in adverse site conditions because of unusual topography, size or shape of the property, existing vegetation or other exceptional situation or condition, then the Town Engineer may recommend that the Town Council accept the alternative. The Town Engineer's evaluation shall consider whether the alternative will provide for an equivalent level of public safety and whether the alternative will be equally durable so that normally anticipated user and maintenance costs will not be increased. C. Plans Shall Be Prepared By Professional Engineer. All plans, reports and specifications for development or redevelopment of improvements addressed within this Division shall be prepared by, or under the direct supervision of, a Professional Engineer, licensed in the State of Colorado. Final public improvement plans, reports and specifications shall bear the seal and signature of the Professional Engineer responsible for their preparation. SECTION 4-210. STREETS AND RELATED IMPROVEMENTS "al OW Article iv Page 16 of 55 A. General Standards. 1. Capacity Standard. Traffic generated by any proposed development shall not cause the capacity of the Town's road network (including in all cases Brush Creek Road) providing access to the development to be exceeded. Level of service "C" or better (as described in the Comprehensive Plan or as calculated by the Town Engineer) is hereby deemed to be the acceptable design standard for all intersection and roadway segment operations within the Town. In order to determine the impacts of the proposed development on the capacity of the Town's road network, the following steps shall be followed: a. Trip Generation. The applicant shall determine the number of trips the project is expected to generate, pursuant to Section 5-230 H.15, Transportation Impact Analysis, and shall include that determination in the preliminary PUD application. b. Analysis of Cumulative Impact. The applicant's shall calculate the cumulative impact on the Town's road network of the trips that will be generated by the applicant's project and by the other development that is planned to occur within the Town (as described in the buildout analysis in the Comprehensive Plan). Using this information, the Town Engineer shall determine whether any segment of the Town's road network or any.intersection wAl be caused to exceed level of service "C". C. Percentage Allocation. If the Town Engineer determines that the cumulative impact of the remaining development will be to cause any segment of the Town's road network or any intersection to exceed level of service "C", then the Town Engineer shall calculate what percentage of this impact on the road network is due to the applicant's project. The method of calculation shall be subject to the approval of the Town Engineer. This shall be determined by comparing the number of trips the applicant's project is projected to generate to the number of trips that will be generated by the other development that is planned to occur within the Town (as described in the buildout analysis in the Comprehensive Plan). d. Options. The conclusions of the Town Engineer shall be considered by the Town Council, who shall then require the applicant to demonstrate how the development will accomplish either, or a combination of, the following options: (1) Reduce Number of Trips. Implement transportation demand management actions, such as provision of private transit services, enhancement of public transit service, Article IV Page 17 of 55 shifting of required parking to preferred locations off-site, improvement of other public parking facilities, and similar actions to reduce the development's number of projected trips below the level at which its share of the cumulative number of projected trips will cause any segment of the Town's road network or any intersection to exceed level of service "C'; or (2) Pay Fee. Pay an in-lieu fee which the Town engineer determines represents the development's share of the total cost of improvements that must be made to the Town's road network, transit facilities, and public parking facilities to ensure that the cumulative number of projected trips does not cause any segment of the Town's road network or any intersection to exceed level of service "C". (a) Use of Funds. All funds collected by the Building and Planning Department shall be deposited in a separate interest-bearing account. Monies in this account shall be used solely for the planning, design and construction of road network, transit facilities and public parking facilities in locations that are consistent with the recommendations of Chapter 7 of the Comprehensive Plan, "Future Transportation Play►". (b) Refund. Any payment made for a project for which a building permit is not issued or is canceled may be refunded if the current owner of the property submits a request for a refund to the Town's Finance Director. All requests for refunds shall be accompanied by a copy of the receipt issued for payment of the fee. (c). Maintenance. No development shall be approved that would increase the Town's road maintenance responsibilities beyond the Town's capabilities. Roadways shall be designed, engineered and constructed so as to minimize future maintenance costs, to alleviate visual and functional problems that occur on hillsides, and to avoid deep cuts. 3. Service and Emergency Vehicles. No development shall be approved that will create traffic hazards or that does not provide adequate access for service vehicles and emergency vehicles, including fire trucks, ambulances and police vehicles, or that is not designed to facilitate reasonable removal or storage of snow from traffic areas. 3 1 ' Article IV Page 18 of 55 4. Security Gates. No development shall be approved that will include any attempt to physically block entrance of vehicles or pedestrians from entering the development via private streets or trails. Physical blocks include security gates and fences. B. Street Design Standards. The following design standards apply to new and substandard streets in all developments, regardless of type or size, unless the street involved has been fully improved. No development shall be approved that includes elements that are not in compliance with these design standards, except as described in Section 4-200 B., Standards Are Not Inflexible, and also except that within the Open Space (OS) and Conservation (CON) zone districts only, the Town Council may authorize roads that do not meet these design standards. 1. Street Pattern. Streets shall conform to approved plans for street extensions and shall bear a logical relationship to topography and to the location of existing planned streets in adjacent properties. 2. Standards for Road Design. Public and private streets shall meet the standards of Table 4-1, Standards for Road Design. 3. Dedications. Rights-of-way shall be dedicated for the entire width for all minor, local, collector and arterial streets. The Town Council may permit private road easements when problematic topography exists or low traffic volumes are expected. PFivate road easements will be perrnitted only when such roadways meet the intent of the standards Table 4-1, Standards for Road Design, and a provision for maintenance is agreed to by the developer. 4. Half-Street Dedications. Half-street dedications shall be prohibited, unless they are for the purpose of increasing the width of an inadequate existing right-of-way. 5. Streets That End on Perimeter of Plat. When the plat dedicates a street that ends on the plat or is on the perimeter of the plat, the applicant shall convey the last foot of the street on the terminal end or outside the perimeter of the plat to the Town in fee simple, and such shall be designated by using out-lots. The Town shall put the same to public use for public road and access purposes when, within its sole and absolute discretion, it deems advisable. 6. Dead End Streets. Dead-end streets, except for cul-de-sacs, shall be prohibited unless they are designed to connect to future streets in adjacent land that has not been platted, in which case a temporary vehicular turnaround shall be required, subject to approval by the Town Engineer and the Fire Chief. 3y . Article IV Page 19 of 55 7. Reverse Curves. Reverse curves on arterial and collector streets shall be joined by a tangent of at least one hundred feet (100') in length. 8. Service Access. Service access shall be provided in commercial, business and industrial areas. 9. Intersections. Intersections shall be ninety (90) degrees unless otherwise approved by the Town Engineer. In no case shall the intersection be less than sixty (60) degrees. Intersections shall have a minimum tangent of fifty feet (50) on each leg. The number of intersections of local streets with collector and arterial streets shall be minimized. 10. Intersection Grades. Intersection grades shall not exceed four percent (4%) for a minimum distance of fifty feet (50) on each leg; flatter grades are preferred. 11. Curb Return Radii. Curb return radii for street intersections shall be as follows: �4f#eriel and.Collector Streets,thirt(ve feet(3,W')::minim'um, or greater if d lei®-mined by the Tows Eng'iIi( er focal Streets: fifteen fee# (15a), Curb return► radii end c,* l er setbeoks#orail othl e,types of,#nfersections hall be es approved by th$ i o�Cl�rnglneeTpfsrnvel steel)be baled ftcin tha expected types of vehlole usage, f rafflCo)umes and traffic sterns; using aaceptedgineefing standard$ tincese�f Streets.that ere una131616!adhere#a ninty i9pj degr� ang eeC appfgprtete increases in curb 'retuf n radii stiali tie made#ot#he:necessaryturnirMg`ttovements. 12. Turn Lanes. Right turn bypasses or left turn lanes shall be required at the intersections when traffic conditions, as determined by the Town Council, indicate their need. The subdivider shall dedicate sufficient right-of-way to accommodate them when they are required. 13. Street Names. When streets are in alignment with existing streets, the new streets shall be named according to the streets with which they correspond. Streets that do not fit in to an established street-naming pattern shall be named in a manner that will not duplicate or be confused with existing street names within the Town or its environs. The Building Official shall assign street numbers, in accordance with the Town's numbering system. 14. Damage Shall Be Remedied. Any finish paving, curb, gutter, sidewalks or driveways that are installed physically above and within one (1) year of e MOP Article IV Page 20 of 55 the construction of any subsurface utilities shall be installed at the risk of the subdivider, and any damage created shall be remedied in conformance with the guarantee of public improvements approved for the development. 15. Improvements Shall Conform to Specifications. All streets shall be constructed in accordance with specifications established by the Town Engineer. Any street name signs shall conform to the current Town specifications. Any required traffic control signs, signals or devices shall conform to the "Town Specifications on Uniform Traffic Control Devices." 16. Monuments. Prior to paving any street, permanent range point monuments meeting the standards of Section 4-280, Survey Monuments, shall be installed to approximately finish grade. Permanent range point boxes shall be installed during or as soon as practicable after paving. 17. Street Lights. Street lights, if required, shall be placed at a maximum spacing of three hundred feet (300') and are subject to Town approval. SECTION 4-220. PUBLIC TRAILS A. General Standard. New development shall, to the greatest extent possible, incorporate features that promote non-motorized transportation alternatives such as pedestrian walkways and trails and the useof public or private mass transit systems that reduce the incentive for occupants of the development to use personal motor vehicles. In order to facilitate this standard and the goals of the Comprehensive Plan, the Town Council may require dedication of easements or right-of-way locations determined appropriate by the Town to accommodate such transportation systems. B. Trail Design Standards. The following standards apply to all public trails in the Town. 1. Standards for Trail Classifications. Public trails shall meet the standards of Table 4-2, Standards for Trail Design. 2. Clearances. a. Vertical Clearance. Minimum vertical clearance (trail surface to overhead obstructions) should be eight and one-half feet (8.5'). The desirable clearance is ten feet (10'). b. Lateral Clearance. Minimum lateral clearance to static objects (parked cars, utility poles, trees, etc.) is two feet (2'). Minimum desirable lateral clearances from soft shoulders and sloped drop- offs is one and one-half feet (15). 00.,3V0000 Article IV Page 21 of 55 C. Handicapped Accessibility. Consideration should be given to handicapped accessibility. 3. Site Distance. Site distance is the length of route visible to the cyclist and pedestrian, including intersecting roads and driveways. Adequate sight distance shall be provided for a cyclist to stop or take evasive maneuvers. An adequate lateral view shall be available at intersection and driveway connections. 4. Horizontal Alignment. To minimize interface between cyclists and pedestrians moving in opposite directions at curves, additional pavement should be provided on the inside edge of curves. 5. Grade. With the exception of Class II unpaved trails intended for the pedestrian or equestrian, grades of four percent (4.0%) to five percent (5.0%) are generally desirable. The maximum grade on paved trails should not exceed eight percent (8.0%). 6. Drainage. To ensure that surface water and debris do not accumulate on paved trails, a two-to three-percent (2%-3%) cross pitch should be provided on Class I paved trails. A drainage ditch should be placed on the high side of the trail where a trail is cut into a hillside. 7. Matefials. A Class i paved tfa4 shag be constfucted with a minimum of six inches (6") of base course and two inches (2") of asphalt. SECTION 4-230. WATER SUPPLY, SEWAGE DISPOSAL, SOLID WASTE DISPOSAL AND UTILITIES A. Water Supply and Sewage Disposal. No development shall be approved without the applicant submitting competent evidence that a water supply of adequate quantity, pressure and dependability is available to support the use intended and to provide for protection from fire, and that facilities to collect, treat and dispose of anticipated types and quantities of waste water and sewage are available or can and will be provided with suitable capacity, quality of discharge, suitable point of discharge and dependability and that any such proposed system is financially feasible. All water lines, sewer lines, fire hydrants and appurtenances shall meet the standards, specifications, rules and regulations of the applicable fire protection and water and sanitation district, or shall be as approved by the Town Engineer. B. Solid Waste Disposal. No development shall be approved without the applicant submitting a solid waste disposal plan that includes enough container capacity to accommodate three (3) times per week pickup or less. All solid waste disposal containers shall be animal-proof, conforming to the specifications for such facilities promulgated by the Colorado Division of Wildlife. 'sS/ Article IV Page 22 of 55 C. Utilities. 1. Underground Placement. All utilities shall be placed underground. Any areas excavated to place utilities underground shall be re-vegetated within one (1) growing season after installation, to stabilize and restore disturbed areas. 2. Exception. Transformers, switching boxes, terminal boxes, meter cabinets, pedestals, ventilation ducts and other facilities appurtenant to underground utilities may be placed above ground when the utility company demonstrates to the Town Engineer that the facilities cannot reasonably be placed underground. The Town Engineer shall review the location and design of such above ground appurtenances, to ensure they do not block the visibility of motorists and pedestrians, and do not hinder road maintenance and snow removal activities. Such facilities shall be landscaped to reduce their visibility and shall be maintained, including painting, so they do not become an eyesore. 3. Other Utilities. Other utilities not specifically mentioned shall be provided in accordance with the standards and regulations of the respective utility department or company. SECTION 4-240 FIRE PROTECTK)U A. Service By Fire Protection District. Developments shall be located and designed in a manner that enables them to be served by the Snowmass-Wildcat Fire Protection District and that complies with the adopted standards of said district. 1. Unusual Fire Hazards. No development shall be approved that, due to design, size (including height) or building materials, could present unusual fire hazards that are beyond the fire fighting capability of the Snowmass- Wildcat Fire Protection District. 2. Location. Development shall not be located in such a way as to adversely affect the capability of the fire protection district or other public service entities to respond to fires or other non-fire emergencies in any other structure or area of the Town. 3. Fire Access. Fire lanes, emergency access and fire apparatus access roads shall conform to the provisions of the Fire Code, as set forth in Chapter 18, Article VII of the Municipal Code. B. Development in Areas Subject to Wildfire Hazards. Article IV Page 23 of 55 1. Purpose. There are certain types of lands within the Town that have the potential to pose hazards to human life and safety and to property due to wildfire. The purpose of this section is to ensure that development avoids these wildfire hazard areas whenever possible. Where it is not possible for development to avoid these areas, standards are provided to reduce or minimize the potential impacts of these hazards on the occupants of the property and, as applicable, the occupants of adjacent properties. 2. Applicability. When the Planning Director shall determine that due to the vegetation, slopes and other factors present on a property, there is a potential for a proposed development to be threatened by moderate or severe wildfire hazards, then the Planning Director shall refer the application to the Colorado State Forest Service (CSFS) for review and comment. 3. Classification of Hazard By CSFS. CSFS shall review the application and determine whether there is a low, moderate or high degree of wildfire hazard posed to persons and property. CSFS shall consider the proposed design of the development (including the planned roads and water supply facilities and the configuration and location of lots), the topography of the site, the types and density of vegetation present, the fire protection measures proposed by the applicant, and other related factors in making its determination. 4. Recommendations By CSFS. If CSFS finds that a moderate or severe degree of severity of wildfire hazard may be posed to persons and property, CSFS shall make recommendations as to the mitigation techniques that should be incorporated in the development. These recommendations shall be based on guidelines promulgated by CSFS (see, for example, CSFS publications entitled "Wildlife Protection in the Wildland Urban Interface" and "Wildfire Safety Guidelines for Rural Homeowners") and may include, but are not limited to the following mitigation techniques: a. Locations. Recommendations to locate structures outside of severe hazard areas, off of steep slopes, and outside of draws and canyons. b. Manipulate Vegetation. Recommendations to manipulate the density and form of vegetation, so as to create defensible space buffers around proposed building envelopes, to remove hanging tree limbs near chimneys, and to establish fuelbreaks or reduce the severity of the hazard. The form and the extent of the recommended vegetation manipulation shall be based on the severity of the hazard that is found to be present. I 11 0*0 Article Iv Page 24 of 55 C. Structural Design. Recommendations to use non-combustible roof materials, to require pitched roofs, and to sheath, enclose or screen projections and openings above and below the roofline, as applicable. d. Water Supply. If access to a pressurized water system with fire hydrants is not provided, recommendations may be made to ensure the availability of a water supply for individual structures, in the form of access to a pond, installation of an underground water storage tank, provision of dry hydrants, or similar methods. e. Access. Recommendations to provide for separate routes of entrance and exit into a subdivision or PUD, to layout roads so as to create fuel breaks and to ensure the adequacy of access by emergency vehicles, including the provision of regularly spaced turnouts along roadways, the establishment of adequate grades and sight distances, and the prohibition of dead end streets (but not cul-de-sacs) in the project. f. Maintenance. Recommendations to keep roofs cleared of debris and to store flammable materials and firewood away from structures. 5. Compliance. The Town CAmncil shall consider the fecommendations of CSFS, and shall apply those recommendations they deem to be appropriate as conditions of development approval. SECTION 4-250. STORM DRAINAGE A. General Standard. The integrity of existing and natural drainage patterns shall be preserved in order that the aggregate of future public and private development activities will not cause storm drainage and flood water patterns to exceed the capacity of natural or constructed drainage ways, will not subject other areas to increased potential for damage by flood erosion or sedimentation, and will not pollute natural streams. New development shall provide for structures and/or detention facilities necessary to ensure that run-off characteristics of a site after development are no more disruptive to natural streams, land uses, or drainage systems than are the run-off characteristics calculated for the site's natural state. In cases where storm runoff from an upstream source passes through the subdivision, the drainage plan shall provide adequate means for maintaining the historical drainage system. B. Drainage Plan Required. A drainage plan shall be submitted as part of the development application, to include anticipated discharge volumes and general technique for conveying storm waters through the site. The drainage plan shall '003 $ ' Article IV Page 25 of 55 be prepared to meet the specifications of the Town Engineer, and shall be as approved by the Town Council. C. Reference to Water Quality Standards. Applicants are also referred to Section 4-120, Brush Creek Impact Area, and Section 4-130, Floodalain and Wetland Areas, for additional standards that are applicable to managing runoff from development sites. SECTION 4-260. EASEMENT CHARACTERISTICS A. Utility Easements. Utility easements ten feet (10') in width on each side of all rear lot lines and five feet (5') on each side of side lot lines shall be dedicated where necessary. Where the rear or side lot lines abut on property outside of the subdivision on which there are not easements at least five feet (5') in width, then the easements on the rear and side lot lines in the subdivision shall be fifteen feet (15') and ten feet (10') in width respectively. Easements of ten feet (10) shall be required on the inside of the front lot line where necessary. B. Cul-De-Sacs. Easements twenty feet (20') in width shall be dedicated in "T" intersections and cul-de-sacs for the continuation of utilities or drainage improvements where necessary. C. Water and Sewer Easements. Water and sewer easements shall be a mini mum,of thirty feet (30')in wkRh wherever possible. Easements less than thirty feet (30') wide shall be submitted to the Snowmass Water and Sanitation District for review and approval. D. Planned Utility or Drainage System. Whenever a tract to be developed embraces any part of a planned utility or drainage system designated on an adopted plan, the necessary easements shall be dedicated to accommodate the plan within the tract. E. Drainage Easement. Where an irrigation ditch or channel, natural creek or stream traverses a development, an easement sufficient for drainage and to allow for maintenance of the ditch shall be dedicated. F. Trail Plan. Whenever a tract to be subdivided includes any part of a bikeway, bridle path, cross country ski trail or hiking trail designated on an adopted trail plan, twenty-foot (20') easements shall be dedicated to accommodate the plan within the tract. SECTION 4-270. SURVEY MONUMENTS A. Boundaries Shall Be Monumented. The external boundaries of all subdivisions, blocks and lots shall be monumented on the ground by reasonably permanent monuments solidly embedded in the ground. These monuments shall **W310*00 Article IV Page 26 of 55 be set not more than one thousand four hundred feet (1,400') apart along any straight boundary line, at all angle points, and at the beginning, end and points of change of direction or change of radius of any curve boundaries. B. Comply With C.R.S. All monuments shall be set in accordance with the provisions of Section 38-51-101, C.R.S., unless otherwise provided for in this Development Code. C. Range Points and Boxes. Range points and boxes shall be set on the centerline of the street rights-of-way unless designated otherwise. DIVISION 4-3. SITE DESIGN STANDARDS SECTION 4-300. PURPOSE This Division establishes standards for the design of development sites, including standards for off-street parking, landscaping, grading, outdoor storage, and energy conservation. SECTION 4-310. OFF-STREET PARKING STANDARDS A. Applicability. The standards of this section shall apply to all development, including development of new uses, expansion of existing uses and the change of use of land or structures: RespcuiaNl4ty for complying with these standards rests with the owner of the property. 1. Uses Established After Effective Date. For all uses established or placed into operation after the effective date of this Development Code (September 2, 1998), there shall be provided that number.of off-street parking spaces as specified in this Section. 2. Uses Established Prior to Effective Date. For land, structures or uses established or placed into operation prior to the effective date of this Development Code (September 2, 1998), the number of existing off-street parking spaces shall not be reduced below the minimum number of existing spaces required herein. If such land area, structure or use is enlarged or expanded, there shall be provided at least the additional number of off-street parking spaces that is required by this Section. B. Minimum Parking Required. All uses shall be required to provide that number of parking spaces that complies with the standards set forth in Table 4-3, Minimum Off-Street Parking Standards for Each Zone District, unless a reduction in that number is approved pursuant to Section 4-310 C., Reduction of Required Parking. Where any calculation of the number of required off-street parking spaces results in a fractional space being required, such fraction shall be rounded up to the next higher number of spaces. Article IV Page 27 of 55 C. Reduction of Required Parking. 1. Shared Parking. Off-street parking facilities for separate uses may be provided collectively, if the total number of spaces provided is not less than the sum of the separate requirements of each such use. However, no parking space or portion thereof shall serve as the required space for more than a single use, unless the Town specifically authorizes a shared parking arrangement. In order to obtain approval of a shared parking arrangement, the applicant shall be required to show that the peak use period for the uses will not overlap with one another, that the uses are located on the same or adjoining sites, and that the total number of spaces that would be required for all uses has not been reduced by more than twenty percent (20%). 2. Alternative Parking Plan. The Comprehensive Plan recommends that day skier parking be reduced west of the Woodbridge pedestrian bridge and be increased east of that bridge. In order to accomplish this recommendation, applicants proposing development that will be located west of said pedestrian bridge may propose to develop fewer spaces on- site than would be required by Table 4-3, Minimum Off-Street Parking Standards for Each Zone District. For the number of required parking spaces to be reduced, the applicant shall comply with one (1), or a combination, of-the following options; a. Create Parking in Desired Location. The applicant may develop that parking which would have been required on-site in a location that is consistent with the recommendations of Chapter 8 of the Comprehensive Plan, "Future Transportation Plan". The Town may place appropriate limitations on the approval of the development to ensure the off-site spaces are available for use by the public no later than the time the development receives its certificate of occupancy; or b. Offer Options to Automobile Usage. The applicant may commit to offering transportation options to residents, visitors or guests of the development that will reduce or eliminate the need for parking on-site. Such options may include provision of limousine or van services, payment for enhanced transit services by the Town or RFTA, purchase of transit passes for employees, and similar approaches; or C. Contribute Cash-in-Lieu. The applicant may make a one-time cash payment to the Town, in the amount of$25,000 per space. ,yJ - Article IV Page 28 of 55 Approval of the payment-in-lieu shall be at the option of the Town Council. 1. Payment Due at Building Permit. The payment shall be due and payable at the time of the issuance of a building permit. 2. Use of Funds. All funds collected by the Building and Planning Department shall be deposited in a separate interest-bearing account. Monies in this account shall be used solely for the planning, design and construction of new public parking spaces in locations that are consistent with the recommendations of Chapter 8 of the Comprehensive Plan, "Future Transportation Plan". 3. Refund. Any payment made for a project for which a building permit is not issued or is canceled may be refunded if the current owner of the property submits a request for a refund to the Town's Finance Director. All requests for refunds shall be accompanied by a copy of the receipt issued for payment of the fee. 4. Review of Fee Schedule. In order to ensure that the payment4n-lieu schedule is fair,and,represents current cost levels, it shall be reviewed within two (2) years of its effective date, and every two (2) years thereafter. Any necessary amendments to this section shall be initiated by the Town Council to address the results of the review. D. Characteristics of Required Off-Street Parking. 1. Minimum Dimensions. Each off-street parking space shall consist of an open area measuring at least nine feet (9) wide by nineteen feet (19') long, with a minimum vertical clearance of seven feet (T) in height. 2. Surface Treatment. Off-street parking spaces shall be paved with a durable all-weather surface or be covered with gravel, and shall be maintained in a usable condition at all times. Paved surfaces shall be striped to demarcate the parking spaces and shall be graded for proper drainage. 3. Unobstructed Access. Excepting parking for single family and two- family residences (see 4 below). Each parking space shall have unobstructed access to a street, driveway or aisle. Off-street parking lots shall be provided with entrances and exits that are located to provide safe and efficient means of vehicular access to such parking spaces, to y�, Article IV Page 29 of 55 minimize traffic congestion and hazards, and to not interfere with roadway and roadside ditches and drainage. 4. Parking For Residences. Parking areas provided for single-family detached and two-family may consist of garage area, parking strip or apron. Outdoor parking spaces are allowed to be arranged tandum to enclosed parking spaces. 5. Lighting. Lighting facilities, if provided, shall be arranged so that lights neither unreasonably disturb occupants of adjacent properties nor interfere with driver vision. Light sources shall be shielded from sight and shall be arranged to prevent direct light from spilling over onto adjacent residential uses. The maximum height of any light pole shall be twenty feet (20'). Poles of a lower height, that are more compatible in scale with pedestrians, are encouraged. E. Prohibited Uses of Parking Spaces. Required parking spaces shall be available for the parking of operable passenger vehicles of residents, guests, customers, patrons and employees of the use for which they are required. Prohibited uses of required parking spaces shall be as follows: 1. Vehicle Sale or Repair. Required off-street parking spaces shall not be used for the sale, repair, dismantling or service of any vehicle, equipment, materials or supplies, nor sha4 any such activity adjacent to an off-street parking space obstruct required access to off-street parking spaces. 2. Storage. Required off-street parking spaces shall not be used for storage of earth-moving machines, trailers, motor homes, or construction-related or similar heavy equipment. F. Parking Lot Design. 1. Minimum Dimensions. The minimum dimensions for parking spaces, rows and aisles, based on one (1) way movement, are listed in Table 4-4, Minimum Dimensions for Parking Design and are depicted in the illustrations that follow. The letters shown in the columns in the table correspond to the letters depicted on the illustrations The minimum aisle width, based on two- (2) way movement, shall be twenty-two feet (22'). 2. Setbacks and Snow Storage. Setbacks a minimum of eight feet (8') in width shall be required on each side of any parking lot, except in an area immediately adjoining the building which the parking serves. Where any parking lot directly adjoins a building, approved barriers shall be installed to prevent vehicles from striking the building. Parking lot setbacks and 1 s Article IV Page 30 of 55 other portions of the lot not used for required parking may be used for purposes of snow storage. Adequate drainage shall be provided for the snow storage area, to ensure snowmelt does not drain onto adjacent property. Snow shall not be stored within required parking spaces, except on an emergency basis for a period not to exceed forty-eight (48) hours. 3. Handicapped Parking. Any use requiring handicapped access, as defined in Chapter 18 of the Municipal Code, and having fifteen (15) or more parking spaces, shall provide one (1) of every fifteen (15) spaces for use only by physically handicapped persons. a. Minimum Width. Parking spaces for physically handicapped persons shall have a minimum stall width of twelve feet (12'), unless the space is parallel to a pedestrian walk, in which case the width may be a minimum of nine feet (9.0'). b. Sign. All spaces reserved for physically handicapped persons shall have a raised standard identification sign. The identification sign shall be twelve inches by eighteen inches (12" x 18"), with a height not to exceed seven feet (T). The standard colors of the sign shall be white on blue. C. Location. Parking spaces reserved for physically handicapped persons shag be located as close to the use's entrance as is reasonably possible. 4. Parking Lot Landscaping. All off-street parking lots that contain fifteen (15) or more parking spaces (except for enclosed or sub-grade parking structures) shall have a minimum of ten percent (10%) of the area of the parking lot covered with landscaping. Landscaping shall be provided in at least the following forms: a. Islands or Medians. Landscaped islands or medians with raised curbs shall be provided within the interior of the lot. These shall be used to define parking lot entrances, the ends of parking aisles and the location of access drives, and to provide safe areas for pedestrian. b. Perimeter Landscaping. Landscaping shall be provided in the setbacks around the perimeter of any lot that is located adjacent to a street right-of-way or residential area. The landscaping shall be used to screen the lot from the adjacent road or structures, and may consist of plant material, a berm, or a wall, or combination thereof. The screen shall be of sufficient height and opacity to block the light from vehicle headlights. A minimum of one (1) tree woe Article IV Page 31 of 55 shall also be planted for every twenty-five linear feet (25') of the perimeter of the lot. 5. Pedestrian Circulation. Safe and efficient pedestrian circulation paths shall be provided between required parking areas and the entry to the building(s) on the site. Whenever possible, pedestrians and vehicles shall be separated through provision of a sidewalk or walkway. Where complete separation of pedestrians and vehicles is not feasible, potential hazards shall be minimized by using landscaping, bollards, special paving and similar means to clearly delineate the pedestrian areas. SECTION 4-320. LANDSCAPING, GRADING AND OTHER DESIGN STANDARDS A. Landscaping Standards. 1. Preserve Existing Vegetation. Existing vegetation and live trees shall be preserved so as to: (a) reduce the potential for erosion and sedimentation from development; (b) screen or soften the appearance of development; and (c) buffer uses from one another. Existing vegetation and trees that are removed shall be replaced with appropriate, same size plantings and shall be supplemented with additional plantings that help to screen the development, cover exposed areas, and hold soil in place. 2. Standards for New Plantings. All plants used for landscaping shall be compatible with the local climate and the soils, drainage and water conditions of the site. Wherever possible, native varieties shall be used. When planting occurs on hillsides, slopes, drainageways or similar natural areas, plant material should duplicate adjacent plant communities both in species composition and spatial distribution patterns. Evergreen shrubs should be planted in clusters to maximize their chance for survival. When appropriate, landscaping should use drought-resistant varieties, employ xeriscape design principles and promote water conservation. Provision shall be made for irrigation, when necessary, to ensure survival of the plants. 3. Landscaping of Multi-Family and Non-Residential Development. All portions of lots containing multifamily dwellings and non-residential development that are not covered by impervious materials shall be landscaped with grass, ground cover, shrubs or similar landscape treatments. A mix of deciduous and evergreen trees and shrubs shall also be planted to effectively buffer proposed non-residential uses from adjacent residential uses and to provide a buffer between such uses and surrounding collector and arterial streets. 4. Landscaping of Parking Areas. Standards for landscaping of parking areas are provided in Section 4-310 F.4., Parking Lot Landscaping. sow ys, Article IV Page 32 of 55 B. Grading Standards. All development shall comply with the following standards. 1. Mass Grading. Mass grading that removes existing vegetation and leaves large areas of soil exposed shall be properly managed to control erosion. When significant portions of a site are to be disturbed, the Town may require grading activities to be phased, so disturbed areas can be stabilized. The Town may also require topsoil to be stockpiled, for re-use on areas requiring re-vegetation and landscaping. 2. Limitations on Site Disturbance. Cuts, fills, grading, excavation, vegetation removal and building construction shall be confined to designated building envelopes, except as permitted pursuant to Section 3- 160, Construction in Required Setbacks, and except for site disturbance necessary to install and maintain utilities, roadways, trails, irrigation ditches, fences and trees and similar plant material. Material excavated from the building envelope may be stockpiled outside of the building envelope for later use on the property. a. Earth Berm Outside Building Envelope. Where site disturbance is proposed to create an earth berm outside of a designated building envelope, the applicant shall demonstrate that the berm: (1) has been blended into the natural topography to the greatest extent possible; (2)will not exceed a fifty percent (500/0)slope(one. foot (1') vertical to two feet (2') horizontal); (3) will not obstruct sight visibility at road or driveway intersections or create other safety hazards; and (4) will not adversely affect Town snow removal operations. b. Administrative Modification. An administrative modification may be required, pursuant to Section 5-260, Administrative Modifications, if the Planning Director determines that any berm located outside the building envelope does not satisfy the above criteria. 3. Mark Envelope. Prior to the commencement of site disturbance, the applicant shall visibly mark the extent of the designated building envelope. The applicant shall maintain said marking in place throughout the duration of construction. Relocation or removal of the marking without the prior approval of the Town shall be considered a violation of this Code. 4. Restoration of Disturbed Areas. Disturbed areas shall be restored as undulating, natural-appearing landforms, with curves that blend in with adjacent undisturbed slopes. Abrupt angular transitions and linear slopes shall be avoided. As necessary, cuts and fills shall be supported by retaining walls, made of wood, stone, vegetation or other materials that 816 Article IV Page 33 of 55 blend with the natural landscape. Areas disturbed by grading shall be contoured so they can be re-vegetated and shall be re-vegetated within one (1) growing season after construction, using native species similar to those growing on the site. 5. Design Shall Fit Natural Topography and Site Conditions. Proposed structures shall be located and designed to fit the site's natural topography and site conditions, rather than adjusting the topography and site conditions to fit the structure. For example, instead of creating a flat bench or terrace for a building platform on a sloping site, the structure should instead be stepped up or down the slope. Roads and driveways shall follow the contours of the natural terrain. C. Outdoor Storage of Materials, Equipment and Vehicles. Unless otherwise determined by the Town Council, all commercial materials and equipment, including snow grooming equipment, stored outside for a period of time exceeding fifteen (15) days, during which time said materials or equipment remain unused, shall be fenced or screened in a manner that it is not visible from an adjacent street or property. Such fences or screening shall be a minimum of eight feet (8) high from grade, unless the Planning Director shall determine that a fence or screen of lesser height be found to meet the intent of this subsection. All fences shall be of sound construction and shall have not more than ten percent (10%) open area. All other unlicensed, inoperable or dismantled vehicles and parts shall be contained within an enclosed structure. The outside storage of materials, equipment or vehicles which: (1) are not customarily found in association or connection with the principal permitted use of the property, (2) alter the essential character of the surrounding neighborhood, or (3) adversely affect public welfare, is prohibited. D. Regulations For Ski Lifts. No development shall be approved in proximity to an existing or proposed ski lift unless said development complies with all applicable regulations governing said ski lift. E. Quality of Skiing. No development shall be approved that adversely affects the quality of skiing at the Snowmass Ski Area, including the distribution of skiers on the mountain and access to the ski area. F. Access to Public Lands. New development shall not result in loss or significant limitation of existing access to public lands. G. Historical or Archaeological Sites. No development shall be approved which would result in the destruction or significant alteration of any sites or structures that have been determined by the Town Council to have historical or archaeological significance to the Town, the region or the State. IK / / Article IV Page 34 of 55 H. Construction Management. No PUD, amended PUD, or subdivision development shall be approved unless a construction management plan has been submitted to and approved by the Town Council or the Planning Director where final approval is administrative. The number of residential units and the amount of commercial space that can be under construction at any one (1) time shall be subject to reasonable limitation in order to minimize disruption to normal business activities, disturbance to the peace and quiet of residential neighborhoods, interference with vehicular and pedestrian movement, and/or damage to public roads, utilities and facilities, without unnecessarily interfering with the anticipated development activity. The extent of any such limitations shall be determined in the review and approval of each development project and shall be set forth in a construction management plan to be approved therewith. SECTION 4-330 ENERGY CONSERVATION A. General Standard. Energy conservation shall be promoted and maximum advantage taken of solar and alternative energy source opportunities. To achieve this purpose, applications for subdivision, planned unit development or special review shall contain an energy conservation plan, which shall optimize the planning and utilization of all possible energy conservation features in proposed new construction without reducing the percentage of authorized buildable lot area or density allowed by the existing zoning. Failure to submit a satisfactory energy conservation plan, which complies with the provisions of this section, shall constitute grounds for denial of the application. B. Contents of Energy Conservation Plan. An energy conservation plan shall contain the following materials: 1. Map. A map showing the orientation and placement of the building or buildings in relation to topography, vegetation, other structures, and all other factors affecting solar access, so as to optimize sunlight access sufficient to take advantage of solar energy systems in as many buildings as is possible. Detailed information shall also be provided identifying and indicating the number of structures that shall have four (4) full hours of direct sunlight between the hours of 10:00 a.m. and 2:00 p.m. 2. Shadow Study. Evidence that the proposed structures are sited to provide sufficient year-round solar access to a south wall or a south roof, including a shadow study, for major structures that may create shadow on other structures or roadways. Shadow studies shall be based on a thirty- percent (30%) sun angle at 9:00 a.m., 12:00 noon and 3:00 p.m. 3. Passive or Active Techniques Proposed. A detailed description, including both text and map, of the specific passive or active heating and cooling techniques being utilized, including but not limited to building configuration, window exposure, grading, landscaping, interior and exterior Yg � r Article IV Page 35 of 55 passive and active solar energy features, and attention to elimination or impairment of solar access to possible adjacent building sites. This description should also include an energy utilization analysis in relation to snowmelt areas, heating systems, swimming pools, saunas, Jacuzzis and other significant energy-consuming elements of the project and an estimate of the anticipated energy gain through the planned energy systems. SECTION 4-340 BUILDING DESIGN GUIDELINES TO PRESERVE COMMUNITY CHARACTER A. Purpose. The building design guidelines contained within this section are intended to preserve the character of the Town of Snowmass Village as a unique mountain setting, in which development is an element of the natural environment, and does not dominate those natural features. These guidelines are not intended to restrict imagination, innovation, or variety in design, but rather are intended to assist in focusing on design principles that can result in creative solutions that are consistent with the character of the Town. B. Applicability. The provisions of this Section 4-340 shall apply to any development application for PUD, amended PUD, subdivision, special review or building permit for non-residential development or redevelopment These provisions shall not apply to development of a single-family detached dwelling unit or a two-family dwelling (duplex)on a lot subdivided prior to"effective date of this Development Code (September 2, 1998). C. Building Design Guidelines. 1. Site Integration. Building design shall be influenced by, and shall respond to, the natural features and mountain setting that surround the property. Structures shall be designed so they do not overwhelm the surrounding mountain environment. a. Minimize Modification. Developments should be planned to minimize the extent to which it is necessary to modify the natural terrain and natural watercourses. Where earthmoving techniques are necessary, man-made forms should be soft and natural in appearance. Natural water features should be preserved and enhanced. b. Indigenous Details. Indigenous details and landscape accents, such as streams, boulders, trees and wildflowers, should be used to connect the development to natural conditions. C. Compliment Natural Landforms. New buildings should be designed to complement natural landforms, by setting them into the .41q so Article IV Page 36 of 55 slope, or by reflecting the angles and shapes found in the natural landscape. Building massing should be broken up or stepped along a slope, to conform to the shape, aspect, and scale of the natural terrain. d. Signs. Interpretive information and signs should be used to draw attention to nature and mountain ecology. e. Grade. Awkward changes of grade in public spaces should be avoided. Natural grade changes should be used to separate and define activity areas. The needs of disabled persons should be considered in the layout of uses and in circulation patterns, as circulation on sloping terrain can be an obstacle to the disabled. 2. Scale and Mass. Buildings shall be designed to ensure they are not perceived as being monumental in scale. a. Relation to Scale of Surrounding Buildings. The height and mass of new buildings should be related to the prevailing scale, form, and proportion of surrounding buildings, to avoid overwhelming or dominating the existing character of the area. b. Design Articulation. Groups of buildings should be located to avoid creating a"wall" or "row effect. lndividual buildings should incorporate offsets or projections that relieve the visual effect of a single long wall, help to articulate individual units or groups of units, and give the appearance the building is made up of a collection of smaller structures. Buildings should be sited so their longest frontages are not on their most visible sides. C. Human Scale. People spaces should respect human scale. The design should include articulated building and roof configurations; staggered roof lines; sloping roof forms with overhangs; setbacks of upper stories; variations in grade level, floor plane, and wall textures; spatial enclosure; and the use of design elements that break up the volume of space. d. Screen Mechanical Equipment. The roofs of structures containing non-residential or multi-family uses should be designed to screen heating, ventilation, and mechanical equipment from view from neighboring properties and public rights-of-way. 3. Building Materials. Buildings shall be designed with natural materials and details that are indigenous to Colorado and that are non-reflective. 0050000 Article IV Page 37 of 55 a. Authenticity. Materials should be predominantly authentic in their appearance, with natural textures and weathering. b. Materials. The indigenous materials of the surrounding mountains should be conveyed by integrating heavy timbers, natural siding materials, and rock into the building design. 4. Climate/Solar Orientation. Buildings should be located to maximize their exposure to winter sun and natural light, and for protection from wind and temperature extremes. The sizing, height and placement of windows should take advantage of the sun's seasonal track and the intensity of solar radiation that is found in the area. S. Views. Buildings should be oriented to take advantage of views and view corridors, and to frame views and enclose open space, but should also preserve important sight lines, overlooks, and landmarks as viewed from public roadways and other public spaces, and as viewed from neighboring developments. Buildings shall be located to comply with the provisions of Section 4-140 F., Ridgeline Protection Areas. DIVISION 4-4. STANDARDS FOR RESTRICTED HOUSING See. 4-400. Purpose. To alleviate the shortage of adequate housing for persons of low, moderate or middle income, provisions for comfortable and affordable housing in locations approved by the Town Council shall be made to accommodate up to 60% of new employees and their families generated by development and redevelopment within the Town. (Ord. 4-1998 §1) Sec. 4-410. Restricted housing requirements. a� One huRdFed peF sent (100%) of Snewmass Village &Apleyees Shall Be We geneFated by deyelepmepA- b. Job Generation Rates. Job generation rates vary by the type of employment. The job generation rates found in Table 4-5, Job Generation Rates Per Type of Use, shall be applied to each type of use in the development at its maximum annual (peak) employment impact on the community. A reduction factor taking into consideration multiple job holding averages for each type of use has been factored into the number of jobs created (multipliers are available for review in the Community Development Department). For any use not listed, the Planning Director shall determine the s/ Article Iv Page 36 of 55 applicable job generation rate by consulting recognized professional publications or studies completed for resort communities similar to the Town. TABLE 4-5 JOB GENERATION RATES PER TYPE OF USE Type of Use Number of Jobs Generated Commercial including general retail, 4.83 jobs per 1,000 interior square feet grocery, liquor, convenience Office 3.68 jobs per 1,000 interior square feet Multi-family and Fractional 0.61 jobs per unit Ownership/Time Share Units Single-family/Duplex up to 3500 sq. ft. 0.29 jobs per lot Single-family/Duplex 3500 sq. ft. and 1.58 jobs per lot over Hotel/Lodge 0.38 jobs per room which are furnished to accommodate sleeping occupants Ski Area Restaurants — Cafeteria 3.59 jobs per 1,000 interior square feet Style Restaurants 5.16 jobs per 1,000 interior square feet Ski Areas 61.95 jobs per 1,000.skiers at one time Conference Center 0.97 jobs per 1,000 interior square feet Health Club .96 jobs per 1,000 interior square feet uses, as d8teFfflined in Subseatien (a), job Genei;atien Rates, shall be doyided by e% numbeF of new empleyees that will be @eneFated by the deyelepmef4. c. Square Footage Per Employee. For that number of employees required to be housed in restricted housing, as determined in Subsections (a) through (c) above, the developer shall be responsible for the creation of a total square footage equal to four hundred forty-eight (448) square feet (as measured in Section 16A-3-210(b), Measuring Floor Area) for each employee to be housed. The total square footage for which the developer shall be responsible shall be provided in dwelling units whose size shall be within the range of sizes described in Subsection (e), Size Ranges of Restricted Dwelling Units. The unit mix and methods of providing housing shall be determined as described in Section 16A-4-420, Methods of Complying With Requirements. d. Size Ranges of Restricted Dwelling Units. Table 4-6, Size Ranges of Restricted Dwelling Units, establishes the minimum and maximum size range de s02 do Article IV Page 39 of 55 of restricted dwelling units, to ensure that the size of dwelling units contributed by a developer is appropriate. All units contributed by a developer shall meet these size limits. TABLE 4-6 SIZE RANGES OF RESTRICTED DWELLING UNITS Type of Unit Minimum Size Maximum Size (sq. ft.) (sq. ft.) Studio 448 550 One-bedroom 550 750 Two-bedroom 750 1080 Three-bedroom 1150 1350 e. Redevelopment. In the case of redeveloped properties, the developer shall receive a credit of 115% of the housing mitigation that would be required on the existing square footage of the building to be redeveloped If any square footage of the existing employee housing is to be removed, an equal square footage of deed restricted housing shall be replaced. f. Summary of Formula. In summary, the total restricted housing square footage the developer shall provide shall be calculated in accordance with the following formula: Number of jobs generated I X 4-3*448 square feet x .60 The total restricted housing square footage the developer shall provide for redevelopment projects shall be calculated in accordance with the following formula: (Number of total post-redevelopment jobs generated I X 448 square feet x .60) - (Existing pre-development jobs generated I X 448 square feet x 1.15) (Ord. 4-1998 §1; Ord. 11-1998 §1) Sec. 4-420. Methods of complying with requirements. Restricted housing shall be provided as follows: (1) For all major developments housing shall be provided as follows: a. During preliminary review of the project, and based upon the information provided by the developer, the Town Council shall determine: (1) whether the project is an appropriate project to be owned, operated and managed by the Town or the developer; and (2) the total anticipated construction cost of the project. Based upon such consideration, and when the estimated net operating income is sufficient to cover debt service therefor, it is the intent of the Town, in order to promote an affordable housing project, to attempt to ,503 ' Article Iv Page 40 of 55 provide tax exempt construction and permanent public financing. The net operating income, in this context, shall mean the amount of revenue generated from the rents of a project, less replacement reserve and operating expense other than debt service. When the estimated net operating income of a project is insufficient to meet the debt service requirements of the restricted units, the developer shall provide to the Town cash or other security in a form approved by the Town Council in an amount equal to the difference between the project's debt service requirements and estimated net operating income. The term of the security shall be agreed upon by the developer and the Town Council on a project-by-project basis. b. Developer responsibilities. The developer shall be responsible for planning and development approvals for any housing proposed to mitigate employee impact. The developer shall provide adequate land for project and shall be responsible for the full costs of constructing of the project. If Town Council has determined that the restricted housing will be owned by the Town and upon issuance of a certificate of occupancy, the developer shall convey the project free and clear of any monetary liens or restraints on alienation to the Town, which shall thereafter own and manage any restricted units. The developer shall warrant that the project is free of any construction defects for a period of one (1) year from the issuance of an unconditional certificate of occupancy for the project or as occupancy of individual buildings by the Town occurs, whichever first occurs. c. The Town Council shall use adopted guidelines to: determine the mix and configuration of restricted units to be provided, fair and reasonable rental rates for each type of restricted unit, estimates of occupancy rates and operating budget including maintenance, operating, and the effect of the proposed restricted units on the overall restricted housing inventory in the Town. The criteria shall be the Comprehensive Plan, the most recent estimations of housing needs and comparable restricted rental rates. (2) Integrated units or lots associated with a free market project. When restricted units are included in a free market project and are provided specifically for the employees of the project, such restricted units or lots shall be provided as follows: a. Rental or sales prices. When permitted by all applicable State and local laws, the units or lots shall be restricted at the same rates charged by the Town for similar size units or lots with similar amenities. If there are no comparable units, the Town and the owner shall agree on an amount which may be charged for rent, or a maximum sales price. Rental or sales prices shall be adjusted annually based on the inflation index used by Town. b. Annual notification to Town of prices. The owner shall notify the Town, on or before September 1 of each year, of the rental or sale prices to be charged in the coming year. sydw Article IV Page 41 of 55 (3) Cash-in-lieu for minor developments. The Town may, at the Town Council's discretion, accept cash-in-lieu of restricted employee housing in the following instances: a. Cash-in-lieu of restricted housing. The Town Council may accept cash-in- lieu of restricted housing the development is minor in nature (such as, but not limited to, an addition to an existing structure), the Town Council may permit a developer to contribute cash-in-lieu to meet his or her entire restricted housing requirement. b. Costs to be included. Cash-in-lieu of employee housing shall include an amount of sufficient to cover and purchase land and all related planning, construction and construction management costs of the project, in current dollars, which would be incurred by the Town in order to provide the required amount of restricted housing. The amount incurred by the town is the subsidy necessary to provide housing at restricted rental or sale pricing (difference between the project's actual cost and the revenue projected from it's sale or rental over the term of the construction loan) (4) Restricted Housing Credits. The Town may grant to the developer of one-family lots restricted in a manner approved by the Town Council, employee housing credits in an amount equal to 448 square feet x the average occupancy for single family homes according to the most recent US Census statistics as determined by the Planning Director for each restricted lot created. (5) Other Means. Such other means as may be agreed upon by the Town and the developer of a project requiring restricted housing, as required by Article IV of this Code. (Ord. 4-1998 §1; Ord. 11-1998 §3) DIVISION 4-5. SIGN STANDARDS SECTION 4-500. PURPOSE The purpose of this Division is to create the framework for a comprehensive but balanced system of signs in the community. This Division is intended to serve the following purposes: A. Authorize Signs. To authorize and promote the use of signs that are: 1. Compatible. Compatible with their surroundings; 2. Appropriate. Appropriate to the type of activity to which they pertain; S76 I Article IV Page 42 of 55 3. Expressive. Expressive of the identity of both individual proprietors and the community as a whole; and 4. Legible. Legible in the circumstances in which they are seen. B. Promote Orderly Display. To enhance the economy and the businesses within the Town by promoting the reasonable, orderly and effective display of signs and encouraging better communication with the public. C. Preserve Open Character. To preserve the open and uncluttered feeling characteristic of the Town. SECTION 4-510. APPLICABILITY, EXEMPT SIGNS AND PROHIBITED SIGNS A. Provisions Shall Apply. The provisions of this Division shall apply to all signs located within the Town of Snowmass Village, except for those signs listed in Section 4-510 B., Exempt Signs. B. Exempt Signs. The provisions of this Division shall not apply to the following signs, nor shall the following signs be considered as a permitted sign for any business establishment. 1. Construction Site Signs. A sign which names the contractors, subcontractors, architects and all other related enterprises engaged in the construction on the property where the sign is located. Such signs: (a) shall not exceed twenty (20) square feet in area, and six feet (6') in height; (b) shall not be erected prior to the start of construction; and (c) shall be removed at the time of final building inspection. There shall be one (1) such freestanding on-premises signs permitted per street frontage. 2. Development Leasing/Rental Signs. Freestanding on-premises signs that provide only leasing or sales information during a new construction phase on the property on which the sign is located. Such signs shall not exceed twenty (20) square feet in area, and six feet (6') in height, shall not be erected prior to the start of construction, and shall be removed at the time the leases and/or sales have been completed. No more than one (1) development leasing/rental sign shall be permitted per street or business frontage. 3. Informational Signs. Signs which are not more than six (6) square feet in area and which are used to direct automobile, pedestrian and/or skier traffic, or to direct parking on private property or in designated ski areas. Informational signs shall bear no advertising material. 4. Public Signs. Legal notices, identification, informational or directional signs erected or required by governmental bodies, or authorized by the dop CAP wo Article Iv Page 43 of 55 Town for public purposes which meet the requirements of this Division, except for those provisions prohibiting said signs in the rights-of-way. 5. Public Regulatory Signs. All public regulatory signs located in the Town, which meet all state requirements. 6. Real Estate Signs. Signs, other than development identification signs, which advertise the sale or rental of the real estate upon which said sign is located or which indicate that the property has been sold. Real estate signs shall not exceed three and one-half(3.5) square feet in area. Real estate signs may remain in place during the time the property is listed for sale or rent, and shall be removed no later than one (1) week after the sale or rental of the property. No more than one (1) real estate sign shall be allowed per property, except a lot with more than one (1) street front exposure may have one (1) real estate sign per street front. 7. Garage Sale or Special Event Signs. Signs which advertise garage or rummage sales or other special events shall not be displayed more than four (4) times per year for a given property, and the exposure of said signs shall only be for the duration of the event. The individual responsible for the sign shall ensure that the sign is removed on the last day of the event. These signs shall not exceed six (6) square feet in area. B. Interior Signs. Signs located on the interior of any building, orwithinan enclosed lobby of any building or group of buildings, that cannot readily be seen from the exterior of the building and are designed and located to be viewed exclusively by patrons of such use or uses. 9. Utility Signs. Signs of public utility or cable television companies, which show the locations of, underground facilities. 10. Street Address and Identification Signs. Signs whose content include only the name or professional title of the occupant, and address of the premises. Such signs shall not exceed two (2) square feet in area. The sign shall be limited to a wall mounted, free standing or window type sign. No more than one (1) such sign shall be permitted per premises unless physical characteristics of the site or other locational considerations preclude visibility of the street address sign from the roadway, in which case a second sign shall be permitted along the road. 11. Customer Information Signs. Customer information signs may display such items as "credit cards accepted," prices and menus. Each such sign shall not exceed four (4) square feet in area. 12. Security Signs. Signs whose contents include only the name of the security company providing service to the premises. Such sign shall not ,s1 , Article Iv Page 44 of 55 exceed one (1) square foot in area. The sign may be a free standing, wall mounted, or window type sign. No more than one (1) such sign shall be permitted on the premises. C. Prohibited Signs. No signs or advertising devices of any nature shall be erected or maintained on any property except as necessary to identify the business, its address or as may be necessary or desirable to give directions, advise of rules and regulations, or caution or warn of danger, and such signs as may be otherwise required by law. The following signs are strictly prohibited in the Town: 1. Flashing Signs. 2. Roof Signs. 3. Moving Signs. 4. Neon Signs. 5. Signs Advertising Home Occupations. 6. Mobile Signs. Mobile signs except those that conform to the temporary sign provisions that promote a business. 7. Signs That Obstruct Motorists. Signs that, by reason of size, location, content, coloring or manner of illumination, obstruct the vision of motorists or obstruct or detract from the visibility or effectiveness of any traffic sign or control device on any road or street, as determined by the Planning Director, Public Works Director and/or Chief of Police. 8. Signs That Constitute a Hazard. Any sign or sign structure that constitutes a hazard to public health or safety, as determined by the Building Official and/or Chief of Police. 9. Signs On Trees or Public Property. Signs on trees or public property, other than public information signs that are not part of a building structure. SECTION 4-520. PERMITTED SIGNS The following types of signs shall be permitted within the Town. A. Wall Mounted, Window, Projecting, Hanging or Awning Sign. Each business shall be permitted per business frontage with an access point, either one (1) wall mounted sign, one (1) window sign, one (1) projecting sign, one (1) hanging sign, or one (1) awning sign, provided that the sign complies with the requirement of this Division. If the individual business so desires, it may construct a sign on a 60�swig Article IV Page 45 of 55 business frontage without an access point if it gives up the right to maintain a sign as permitted above. B. Free Standing or Joint Identification Sign. Either one (1) freestanding, on- premises sign or one (1)joint identification sign shall be permitted at each vehicular access point to a business or the group of businesses advertised on the sign. There shall be a minimum of one hundred feet (100') between freestanding, on-premises signs of an individual business. There shall be a minimum of one hundred feet (100') between joint identification signs permitted for a group of businesses located in the same building or building complex. In no case shall there be more than one (1) freestanding, on-premises or joint identification sign permitted at any access point. SECTION 4-530. STANDARDS APPLICABLE TO ALL SIGNS A. Material and Color. It is recognized that it is desirable to have some diversity of sign design within the Town. However, it is also desirable to assure that construction material and color schemes utilized on signs within the Town shall be consistent with the image of the community. It shall be the responsibility of the Planning Director to review sign design submitted with an application for a permit for consistency with community image. Any signs that have been found to be inconsistent by the Planning Director shall be referred to the Town Council for its review. B. Construction. 1. Structure. All sign structures shall be designed and constructed in a manner that is safe, and shall be free of any exposed extra bracing, angle iron, guy wires, cables, etc. No sign structure shall have any nails, wires or sharp metal edges protruding therefrom. 2. Wiring. The wiring of all signs shall be contained in raceways or enclosed in poles or comply with the Electrical Code as adopted by the Town. In no case shall the wiring be exposed to the view of the public. 3. Glass. Any glass forming a part of any sign shall be heavy safety glass, having a minimum thickness of one-fourth inch (0.25"). Where any single piece or pane of glass has an area exceeding three (3) square feet, it shall be wired glass. C. Illumination. All sign illumination shall be concentrated on the sign. The amount of direct light cast to areas other than the sign itself shall be minimized. There shall be no sign illumination permitted within the Town that casts a red, green or blue hue. Article w Page 46 of 66 D. Restriction By Zoning District. Signs shall be restricted by zoning districts as follows: 1. Residential Zone Districts. In the SF-4, SF-6, SF-15, SF-30, SF-150, EST, MF/PUD, DU, CON and OS zone districts, the only signs which shall be erected are those that are exempt from the provisions of this Division, pursuant to Section 4-510 B., Exempt Signs, together with residential subdivision/complex identification signs, which shall meet all the requirements of a freestanding on-premises sign. Sign erected in these zone districts shall be located at a distance of at least ten feet (10') from any property line. 2. Commercial Zone Districts. In the MU/PUD, CC, CC/PUD, PUD or SPA zone district, only the following signs shall be erected, provided the signs are in compliance with the provisions of this Division: a. Commercial Advertisement Signs. b. Institutional Signs. C. Joint Identification Signs. d. Residential Subdivision/Complex Identification Signs. e. Temporary Signs. f. Exempt Signs. All signs listed in Section 4-510 B., Exempt Signs. E. Registration. All existing signs and every sign erected after December 4, 1984, shall be registered with the Town. Owners of existing signs shall register their signs within one (1) year from December 4, 1984. Signs constructed after this date shall be considered registered upon issuance of a permit. SECTION 4-540. STANDARDS APPLICABLE TO PARTICULAR TYPES OF SIGNS A. Freestanding On-Premises Signs And Joint Identification Signs. 1. Height of Freestanding On-Premises Signs. When grade perpendicular to the road decreases, there may be up to three feet (3') of support structure at lowest grade elevation at the base of the sign allowed to get from grade at the base of a freestanding on-premises sign up to road level, up to two and one-half feet (25) of additional support to get the sign above an acceptable snow level, and then no more than two and one-half feet (2.5') within which the display surface shall be located. In no case ba Article IV Page 47 of 55 shall the highest point of such a sign be more than five feet (5) above the highest grade elevation at the base of the sign. 2. Height of Joint Identification Signs. a. Grade Decreases. When grade perpendicular to the road decreases, there may be up to three (3) feet of support structure at the lowest grade elevation at the base of a joint identification sign allowed to get from grade at the base of the sign up to the level of the road, up to two and one-half feet (2.5') of additional support to get the sign above an acceptable snow level, and then no more than four and one-half feet (4.5') within which the display surface shall be located. In no case shall the highest point of such a sign be more than seven feet (7') above the grade of the road. b. Grade is Level or Increases. When grade perpendicular to the road is level or increases, the maximum height of a joint identification sign shall be seven feet (7') above the highest grade elevation at the base of the sign. 3. Width. No freestanding on-premises sign or joint identification sign shall be more than seven feet (7') in width. 4. Display Area. The display area of a freestanding on-premises sign, including any architectural embellishments or background materials that are an integral part of the display, shall not exceed seventeen and one- half(17.5) square feet. The display area of a joint identification sign, including any architectural embellishments or background materials that are an integral part of the display, shall not exceed thirty-one and one-half (31.5) square feet. The display area shall be measured as the smallest area enclosing all wording, logos and any other architectural embellishments or background materials utilized as an attention-getting device. If the sign is three-dimensional, the display area shall be the total of each side of the sign, which is visible. 5. Location. Freestanding on-premises signs and joint identification signs shall be permitted only when they are located within a landscaped area. Landscaping shall not adversely affect pedestrian or vehicular traffic. In no case shall such a sign project into the public right-of-way unless granted a variance, or be situated near an intersection in such a manner so as to interfere with vehicular sight distance. 6. Illumination. Freestanding on-premises signs may be illuminated by indirect illumination, provided that such illumination in no way adversely affects pedestrian and/or vehicular traffic. Internal illumination may be utilized only when lettering is the only translucent portion of the display - bl Article IV Page 48 of 55 area and the smallest possible rectangle enclosing the translucent lettering is less than thirty percent (30%) of the total display area. Joint identification signs may be illuminated, provided that only indirect illumination shall be utilized and such illumination shall in no way adversely affect pedestrian and/or vehicular traffic. 7. Copy. The copy on any commercial joint identification sign shall list either the specific names of all businesses within a building or complex which wish to advertise on the sign, describing the general nature of the businesses in the building or complex, or it may list the name of the business together with a general description of the business. B. Wall Mounted On-Premises Signs. 1. Area and Measurement. a. Area. No wall mounted on-premises sign shall exceed six (6) square feet for any establishment having a business frontage of thirty (30) linear feet or less. For any establishment having a business frontage of more than thirty (30) linear feet, one (1) square foot of signage will be allowed for each five (5) linear feet of business frontage, up to a maximum of twenty-five (25) square feet. b. MM1ultiple,Businesses Share Frontage. When two(2).or more businesses are located in the same building and share the same business frontage, they shall be limited to and may share one (1) wall mounted sign, having an area that complies with subsection 5- 530 B.1.a., Area. . C. Measurement. The area of all wall-mounted signs shall be smallest possible area enclosing the extreme limits of the display surface. The display surface also includes any architectural embellishments or background materials that are an integral part of the display and used to differentiate the sign from its surroundings. 2. Location. a. Not Cover Major Architectural Features. A wall-mounted sign shall not cover or interrupt major architectural features such as doors and windows. b. Projection From Wall. A wall-mounted sign shall not project out more than six inches (6") from the wall on which it is mounted. C. Projection From Roof. No wall-mounted sign shall project beyond the line established by that part of the roof, which projects from the #0*06A too Article IV Page 49 of 55 wall upon which the sign is mounted, nor shall it extend above the roofline. A mansard roof shall not be considered a wall. 3. Illumination. Wall mounted signs may be illuminated, provided that only indirect illumination shall be utilized and such illumination shall in no way adversely affect pedestrian and/or vehicular traffic. C. Awning Signs on Premises. 1. Lettering. The lettering on any awning sign shall not exceed six inches (6") in height. 2. Wording. The wording on any awning sign shall not exceed seven feet (7') in width. D. Temporary Signs. 1. Area. a. Freestanding Temporary Signs. Freestanding temporary signs shall not exceed nine (9) square feet. b. Banners. Banners or any other temporary signs hung from a bu4ding or,other supports shall not be greater than three feet (X in height by twelve feet (12') in length. 2. Display Limits. Temporary signs may be displayed no more than two (2) weeks prior to commencement of the event advertised and shall be promptly removed upon its termination. E. Projecting On-Premises Signs. 1. Area and Measurement. a. Area. No projecting sign shall exceed six (6) square feet. b. Measurement. The area of a projecting sign shall be the smallest possible rectangle enclosing the extreme limits of the display surface. The display surface also includes any architectural embellishments or background materials that are an integral part of the display and used to differentiate the sign from its surroundings. 2. Clearance. Signs which project more than four inches (4") over a pedestrian walkway must allow seven and one-half feet (75) of clearance between the bottom of the sign and any pedestrian walkway. 63 . Article IV Page 50 of 55 3. Illumination. Hanging signs may be illuminated, provided that only indirect lighting is utilized, and that the light source does not interfere with pedestrian or vehicular traffic. F. Window Signs. 1. Area and Measurement. a. Area. No window sign shall exceed ten percent (10%) of the area of the window in which it is placed. b. Measurement. The area of a window sign shall be the smallest possible rectangle enclosing the extreme limits of the display, which is comprised of all letters, logos or other graphic information. 2. Illumination. Window signs may be illuminated, provided that only indirect lighting is utilized and the source does not interfere with pedestrian or vehicular traffic. SECTION 4-550. PROCEDURE TO OBTAIN SIGN PERMIT A. Permit Required. It shall be unlawful for any person to erect, construct, alter or relocate any sign within the Towr►; other than those signs listed in Section"IQ B., Exempt Signs, without first obtaining a permit, including signs approved in a comprehensive sign plan. Routine maintenance or changing of parts shall not be considered an alteration, provided that such change does not alter the surface dimension or height, or otherwise make the sign nonconforming. B. Application Contents. Application for the permit shall be made to the Building Department and shall include the following information: 1. Identification. Name, address and telephone number of the applicant, owner and occupant of the property, and the name of the person who will erect the sign. 2. Location of Structure. Location of the structure or parcel of property on which the sign will be attached or erected. 3. Position of Sign. Position of the sign in relation to nearby buildings, structures, property lines and rights-of-way. 4. Plans. A copy of plans and specifications showing material and method of construction, illumination, electrical wiring, location and support. 6y- Article IV Page 51 of 55 5. Sketch. Sketch showing sign faces, exposed surfaces and proposed message, accurately represented in scale as to size, area, proportions and color. The proposed message requirement does not apply to those signs whose copy could change frequently. 6. Consent. Written consent of the owners of the building, structure or land on which the sign is to be erected. 7. Temporary Sign. On any application for a temporary sign, the applicant shall list the earliest date on which the sign may be established and the date on which the sign shall have been removed. 8. Fee. The required permit fee for each sign shall accompany the application. The amount of such permit fee shall be determined and set by the Town Council from time to time. SECTION 4-560. COMPREHENSIVE SIGN PLAN A. Purpose. There are special circumstances within the Town that deserve flexibility from the standards prescribed in this Division, when such flexibility is in the best interest of the community. The purpose of this section is to authorize a comprehensive sign plan to be submitted so as to afford such flexibility, while still meeting the purpose of this Division. B. Applicability. The Town Council may permit the utilization of comprehensive sign plans for multiple businesses located in a single building, or for building complexes that are located on one (1) lot or parcel or two (2) or more continuous parcels, that are held in unified control. C. Plan Requirements. Comprehensive sign plans shall meet the following requirements: 1. Submission of Application. An application for a comprehensive sign plan shall be submitted to the Planning Director. The application shall include the following materials: a. Minimum Contents. The minimum contents for any application, as specified in Section 5-130 B., Minimum Contents. b. Detailed Sign Plan. A detailed sign plan with an accurate survey map or sufficient legal description describing the area in which the plan will be in effect. The plan shall include written stipulations that address all relevant concerns, including but not limited to the location of proposed signs and their size, height, color, lighting, orientation, construction material and copy. If there are signs within the plan area that will not conform to the standards described in the 6S ' Article IV Page 52 of 55 comprehensive sign plan, procedures and time frames for securing the removal of nonconforming signs shall be detailed. C. All Parties Must Join. All parties affected by provisions of the comprehensive sign plans must join in the application for such plans. If multiple businesses in a single building, building complexes or portions thereof are governed by a management agreement, the duly constituted representative of the management association or firm shall join in such plan. It is unnecessary for owners or lessees to join if said representative has joined on their behalf. 2. Staff Review. Staff review of the application shall be accomplished, as specified in Section 5-140, Staff Review of Application. 3. Planning Commission Review. A complete copy of the application shall be forwarded to the Planning Commission, together with a copy of the staff review. The Planning Commission shall review the application, and shall make its recommendations to the Town Council, considering whether the comprehensive sign plan contains appropriate limitations within its plan stipulations to ensure that the sign plan will minimize its impact on surrounding land uses and is compatible with the purposes of this Division. 4. Town Council First Reading. The Planning Commission's recommendations shall be forwarded to the Town Council at a.regular meeting, together with a complete copy of the application and a copy of the staffs review. The Town Council shall consider all relevant materials and shall adopt an ordinance on first reading approving the comprehensive sign plan as recommended or with modifications, or shall adopt a resolution denying the application, citing specific reasons therefor. 6. Public Hearing. Prior to second reading and final adoption of such ordinance, the Town Council shall hold a public hearing. Public notice of the hearing shall be given by publication, mailing and posting of notice, pursuant to Section 5-150 B., Manner and Timing of Notice. The Town Council shall consider the application, any relevant support materials, the staff report, the Planning Commission's recommendation and the public testimony given at the public hearing. Following closure of the public hearing, the Town Council shall adopt the ordinance, adopt the ordinance with modifications, or deny the ordinance. 7. Amendment. Once authorized by the Town Council, a comprehensive sign plan may only be amended as follows: r " 000, Article IV Page 53 of 55 a. Procedure. The Planning Director shall submit notice of the requested change and all relevant material to the Planning Commission for its review and recommendation to the Town Council. b. Standards. The Planning Commission may recommend approval and the Town Council may approve the proposed change only if the following standards are met: (1) Not Adversely Affect Sign Plan. The proposed amendment will not adversely affect the development and preservation of the entire sign plan; (2) Not Adversely Affect Surrounding Uses. The proposed amendment will not adversely affect surrounding land uses; (3) Not Conflict With Purposes. The proposed amendment will not conflict with the purposes of this Division; and (4) Not Confer Special Benefit. The proposed amendment will not be granted solely to confer a special benefit upon any party. 7. Town Council Authority. Nothing in these provisions shad be construed to deny the Town Council power to require any modification of or release from any provision of the comprehensive sign plan so that the plan conforms to other Town ordinances. SECTION 4-570. NONCONFORMING SIGNS A. General. All signs existing on December 4, 1984 that do not conform to the provisions of this Article, shall be regarded as lawful nonconforming signs. 1. Exception for Comprehensive Sign Plan. Signs that are not in compliance with this Division but have been approved by the Town Council as part of a comprehensive sign plan shall not be considered nonconforming. 2. Exception for Signs Less Than Five Percent Over Maximum. All signs existing on December 7, 1984, that would be considered nonconforming by virtue of allowable measurement (square footage, height and width) shall not be considered nonconforming if the sign is less than five percent (5%) over the maximum measurement allowed. B. Sign Shall Be Maintained. A lawful nonconforming sign shall be maintained in good condition but shall not be: Article Iv Page 54 of 55 1. Changed. Changed in any manner to another nonconforming sign; 2. Structurally Altered. Structurally altered so as to prolong the life of the sign; 3. Expanded; 4. Re-Established After Discontinuance. Re-established after its discontinuance for thirty (30) days; 5. Moved. Moved in whole or in part to another location unless said sign is made to conform to all of the regulations of this Division; and 6. Re-Established After Damage. Re-established after damage or destruction in an amount exceeding fifty percent (50%) of its estimated initial value, as determined by the Planning Director. C. Amortization Period. It is reasonable that a time limit (amortization period) be placed upon the continuance of existing nonconforming signs. This will allow the owner to continue using a lawful nonconforming sign for a period or time, but it will also ensure that the nonconforming sign will eventually be brought into substantial uniformity with all signs permitted in the community. The following amortization schedule shall apply to all lawful nonconforming signs: 1. Nonconforming Due to Number of Signs. Any use which has signs which are nonconforming because of the number of signs on the premises shall bring the number of signs into conformity within ninety (90) days of the effective date of the ordinance codified herein. 2. Other Nonconformities. All other nonconforming signs shall be brought into conformance with the provisions of this Division within one (1) year of the effective date of the ordinance codified herein. SECTION 4-580. SIGN VARIANCES An application for a variance from the provisions of this Division shall be processed pursuant to the provisions of Section 5-250, Variances. Provided, however, that the application for a sign variance shall not be evaluated pursuant to the standards of Section 5-250 C., Review Standards. Instead, the applicant shall be required to demonstrate that the proposed signage cannot be reasonably installed as provided in this Division due to unique physical characteristics of the property, its surroundings and/or the unique nature of the sign itself. Any variance granted shall be only for the minimum amount necessary to overcome the unique features. SECTION 4-590. ENFORCEMENT � Q � Article iv Page 55 of 55 The Planning Director shall be responsible for enforcing the provisions of this Division. Violation of the provisions of this Division shall result in punishment in accordance with the provisions of Section 1-72 of this Municipal Code. Town of Snowmass Village Planning Commission MINUTES Wednesday, May 17 2000 Call to Order Chairman Huggins called to order the Regular Meeting of the Snowmass Village Planning Commission on Wednesday, May 17, 2000 at 4:08 P.M. Roll Call Commission members present were Chairman George Huggins, Robert Purvis, Jim Gustafson, Doug Faurer, and Arnold Mordkin. Commission members Robert Gaudin and Jim Benson were not present with excused absences. Staff present were Victoria Giannola, Planning Director; Craig Thompson, Community Development Director; Dean Stahman, Planning Technician; and ZoeAnn Corn, Planning Secretary. Also present was Leslie Klusmire, Assistant Town Manager. Members from the public present were: Don Schuster from the Aspen Skiing Company; Zach Harris, Aspen Skiing Company; Sandy Reiser, Capitol Peak Outfitters; Steve Reiser, Capitol Peak Outfitters; David Finholm, Architect; Gert Van Moorsel, Aspen Skiing Company; Dave Bellack, Aspen Skiing Company; and Jim Wells. Approval of Prior Minutes 5 January 2000. Doug Faurer made a motion to approve the minutes of 5 January 2000. Jim Gustafson seconded the motion. All Commission members were in favor, and the motion to approve the minutes was passed. 19 January 2000. Bob Purvis made a motion to approve the 19 January 2000 minutes. Doug Faurer seconded the motion. All Commission members were in favor, and the motion to approve the minutes was passed. PUBLIC HEARING (Agenda Items) Item 1: Public Hearing of Resolution No 13, Series of 2000 - Two Creeks, Lot 5, Leon Hirsch, East Village PUD, for a variance to permit a change in the platted building envelope in order to construct an Auxiliary Employee Unit and an additional bedroom with a bath. Doug Faurer removed himself from the discussion of this item since he is involved with the management of this property. I All public notification has been met in this matter. Dean Stahman's Memorandum to the Planning Commission regarding this item, which contains the application submission, was entered into the official record as Exhibit A. Dean Stahman gave an overview of the application, and explained the applicant wants to use the new excise tax to extend the calculable beyond the current building envelope. David Finholm spoke on behalf of the applicant. Jim Gustafson made a motion to approve the variance based upon practical difficulties on the site. Bob Purvis seconded the motion. All were in favor and the motion passed. Bob Purvis requested that the Floor Area Excise Tax application associated with the variance be referred to the Planning Commission. George Huggins made the motion to approve this. Bob Purvis seconded the motion. All were in favor and the motion passed. Item 2: Tabled Public Hearing of Resolution No 11, Series of 2000 — the Pines, Lot 44, East Village PUD, owners Robert and Mary Allan, for a variance to permit a modification of the platted building envelope, pursuant to Section 16A-5-240 of the Town of Snowmass Village Land Use and Development Code. Victoria Giannola and Dean Stahman commented that the applicant was not present and would probably be withdrawing their application. Discussion followed on whether it was proper procedure that the application was tabled at the last meeting since last time it had failed by a tie vote (2 — 2). The Commission decided that when a tie vote occurs on a motion, the motion fails. At that point, the application can not be tabled, but the applicant may reapply. An application can only be tabled or continued if it has not been voted on. The Commission became aware of this proper procedure to follow in the future. Chairman Huggins closed the Public Hearing at 5:00 P.M. REGULAR MEETING (Agenda Items) Item 1: Continued Public Meeting — Land Use and Development Code, proposed amendments to Article IV, discussion and recommendation, Bring package material from 3 May 2000 PC Meeting. This item was discussed last. Leslie Klusmire, Assistant Town Manager explained the following proposed changes to Article IV of the Snowmass Village Land Use Code. Page 33,J3 m a e 9 Cyr The Commission members expressed concern over adequate parking at the home sites so residents do not park on the street. The Commission liked the Code the ,*- 11 -*� way it is and does not approve of the proposed amendments. They strongly recommended that is removed. Page 35, A(1) I J O� C' 3 �} 0 The Commission members felt that the words "same size" under Preserving Existing Vegetation is too restrictive and discourages renovation to landscaping design. They would not approve that language. Page 45, E Ooh e- 3 g�� D The Commission members felt /the language describing the mitigatory requirements for remodels is too cumbersome, that it needs to be simplified. Page 46, F e- 3 9 (f') The Commission members felt that the 80% figure is too high, and that it should not exceed 80%. They felt a new survey needs to be done to see how many people want to live and work in the same area. However, the Commission agreed that the figures n the job generation rates should remain as they are based on justifiable studies. Arnie Mordkin made a motion to approve the amendments with the Five provisions. Bob Purvis seconded the motion. All were in favor and the motion passed. Item 2 (Discussed first): Continued Public Meeting — Horseback Trail Rides, applicant Snowmass Ski Resort, for an Annual Temporary Use Permit, to hold a series of Trail Rides, pursuant to Section 16A-5-260. Zach Harris, and Steve and Sandy Rieser were present on behalf of the applicant. Victoria Giannola discussed that changes in an Annual Temporary Use Permit need to come before the Planning Commission. A discussion followed on exactly how the horses will be kept as Snowmass and whether they are corralled or pastured on the mountain. Victoria Giannola brought up the Snowmass Wild Cat Fire District concern that events at the mall be coordinated with the trail rides to avoid conflict. Jim Gustafson made a motion to approve the temporary use permit with the minor modification to the application that a maximum of 20 horses can be corralled in the corral overnight. Ron Purvis seconded the motion. All members of the Commission approved and the motion passed. Item 3: Snowmass Club Phase II Sketch Plan staff report and Planning Commission Resolution. Discussion first took place clarifying that, pursuant to the Sketch Plan Procedure (Town of Snowmass Village Municipal Code Sec. 16A-5-320(5)), the Resolution was taking place that evening, and that the role of the Commission would be to provide direction to the applicant on the sketch plan. Arnie Mordkin expressed concern that the Commissions' direction not be too specific, so the applicant can't rely too much upon specifics which may create problems later, and bind the Commission too early. The applicant, through Don Schuster, distributed a plan sheet of the Snowmass Club and a Sketch Plan square foot area. He described and explained the plans to the Commission, and summarized the building square footage. Dave Bellack also reviewed the project. Victoria Giannola then distributed a list of potential community benefits and Code language regarding the benefits. Discussion followed on whether building a nine-hole golf course, or purchasing the Rodeo Lot, would be the better community benefit. These options were presented to the Snowmass Club. Jim Gustafson next expressed his concern over fractional ownership and its potential for vacant beds due to lack of use as rentals. Arnie Mordkin and the applicant clarified that a fractional owner may advertise a rental on his or her own. Doug Faurer motioned that the Commission recommend a resolution to Town Council for Preliminary Plan submission of the Snowmass Club Phase II Development Proposal which shall include the concerns that were addressed along with the staff conditions. Bob Purvis made a friendly amendment that the applicant add two issues to the Resolution Conditions as follows: that number (22) read that the community benefit would include golf, but not be limited to golf (refer to item 20 of the Staff Report); and that a number (23) be added stating the need for rental opportunities within the fractional ownership. Bob Purvis noted two aspects of this: (a) will people choose not to use their units; and (b) what kind of organizational structure will be in place to ensure that owners can agree to make changes to their units. Jim Gustafson seconded the motion. All Commission members approved and the motion passed. Item 4: Reminder of Joint Meeting with Town Council on 30 May 2000 beginning at 2:30 P.M. to review two Pre-Sketch Plan proposals, Krabloonik (the Divide) and Owl Creek Homes Phase IV. Victoria Giannola passed out the Submission Application for Krabloonik. Victoria also reminded the Commission of the up coming Joint Workshop on 7 June at 4:00 P.M., with Council. Adiournment At 8:38 P.M. Arnie Mordkin made a adjourn the meeting. Doug Faurer seconded the motion. All members were in favor and the motion to adjourn the meeting at 8:38 P.M. passed. .73 ' MEMORANDUM TO: Craig Thompson FROM: Dawn Keating DATE: May 30, 2000 RE: Land Use Code Language on Fences Per your request, I have reviewed the language in both Pitkin County's Land Use Code and the Town of Snowmass Village regarding fences and have determined that a few changes in the Town's code are warranted. In Section 3 — 80—080 no. 10. — 11. of the Pitkin County Land Use Code, version 1/00, the County guidelines discuss both wire and wooden fences. Below is a summary of the regulations: Wire Fences: 1. wire fences shall be 3 strands of smooth or barbed wire 2. shall not exceed 42" in height 3. no woven or mesh fence 4. there must be 12"between the top two strands of a wire fence Wooden Rail Fences: I. wooden fences must be three rails or less with round or split rails 2. shall not exceed 48" in height 3. wooden fence rails shall not exceed 12" in width 4. there must be 18"between two of the rails on wooden fences By comparison, Section 16A—4—20 (f) (1)h. of the Town of Snowmass's Land Use Code allows the following: Wire Fences: 1. maximum of 4 strands 2. shall not exceed 42"in height 3. no woven wire 4. there must be 12"between the top two strands of wire fence Wooden Fences: I. wooden fences must be three rails or less with rounded rails 2. shall not exceed 42" in height 3. there must be 12 "between the top two rails The Division of Wildlife recommends that wire fences be either smooth or barbed, 4 strand or less, and not exceed 42" in height. There should also be 12"between the top two strands. For wooden fences, the Division recommends 3 rails or less using round or split rails, and not higher than 48". There should also be 18"between the rails. Recommendations: Because of the large amount of sensitive wildlife habitat in and adjacent to the Town, Section 16A 4 20 (f) (1)h. 1. —2. of the Town's Land Use Code should be changed as below. This is a compilation of Pitkin County, Division of Wildlife and the Town's fencing guidelines. Italics indicate recommended changes from the existing Town Code: Wire Fences: 1. limited to 3 strands of smooth fence 2. no mesh or woven fence 3. not to exceed 42" in height 4. 12"between the top two strands Wooden Fences: I. limited to 3 rails of rounded or split rails 2. rails shall not be wider than 12" 3. 18"between the rails 4. height not to exceed 48" There has been discussion in the past as to whether a limit of a 2-rail fence would alleviate the need to have removal sections of fence in wildlife sensitive areas. This would save staff time in the implementation of openings each season and perhaps be a benefit for wildlife since the obstacles to migration would be reduced. Further, most young fawns and calves could cross over a 2-rail fence if it did not exceed 36" in height. I believe this idea has merit and warrants further discussion by the Town. MAy. 24. 2000 5:41PM nINES ASPEN HIGHLANDS VILLAGE I fiw� Memorandum To: Rebecca Harlan 0"Q?�V / J From: Georgia Hanson Date: May 24, 2000 Re: Affordable Housing at Highlands ,I Rebecca, I am faxing you the pages of numbers from our approval which will answer your basic questions about housing. However, It is Important to note that there was a great deal of negotiation at the flSPEI( HIGNLR11Oi VILLBGE Commissioner level so "formulas" don't really apply across the board. We provided e0% mitigation, However the mitigation area was a circle drawn that did not include the entire development. The person for you to task to with details is Glenn Hom. I am assuming that Glenn Is also working on the A5C approvals? His phone number is 925 6587. Hope this helps. cc: Glenn Hom Pod Office Box 5115 Aspen,Colorado 61612 (970)9201710 tel—(970)920 9955 fax Dowment2t VMA". 24. 2000 ;:41PW. HINES ASPEN HIGHLANDS VILLAGE NO. 481 2 VI. AFFORDABLE HOUSING EXACTIONS This purposes of this section of the ARV Detailed Submission Consolidated Plan are to: • Calculate the number of people that must be housed in deed restricted affordable housing units to satisfy the residential requirements of the Affordable Housing Overlay(AHO); • Calculate the number of people that must be housed in deed restricted affordable housing urras to mitigate the non-residential housing exactions of the AHO zone, and • Summarize the affordable housing plan. Residential Affordable Housing Overlay Zone Requirements The Board of County Commissioners approved Ordinance 96-51 on December 18, 1996 to create the Affordable Housing Overlay (AHO) zone district. The ordinance establisher that.t}ee rrrultat reddential:devglgpmmrt•may be .exempted .from the •Aspen Metro Area residential,0roanh Management Quota,syrtem ifthe following standards have been met(now Code Section 3a40.73A) ..Residential uses restricted to Category 1,2,3,4 and Resident Occupied affordable housing relines must comprise (70) percent of the residential unit mix of the p • : The number of persons residing in the restricted affordable housing must comprise sixty(60)percent of the total residential deveiopment population. Aspen Highlands Village includes 20 dwelling units (12 in Thunderbowl and 8 in Maroon Neighborhoods)that can be developed upon acquisition of TDR's. These units are not located in the AHO zone and airo not part of the AHO mix requi emems (see drawing 7.-1). Affordabk housing exactions are not required for dwelling units developed pursuant to the acquisition of TDR'g. . 20 � � � /. WAY. 24, 2000 5:41PM HINES ASPEN HIGHLANDS VILLAGE N0. 481 3 Tbu"o fi'0e mzrla t four bedroom townhouses and l l R-151ots in the Maroon Neighborhood are in the AHO zone and form the basis for determining the number of affordable housing units which M requhed to meet the standards of the zone district(32+ 11 w43 free market units). In order to meet the 70:30 ratio of affordable housing units to free market units there must beat least 100 affordable housing unite in the AHO zone(100:43-7030). Aspen Highlands village will include 111 affordable housing units in the AHO zone which exceeds the minimum requirement of 100 units and satisfies the AHO zone district 70:30 ratio of affordable housing units to free market units. Table 9 shows 156 people are projected to reside in the 43 free market dwelling units proposed to be located in the proposed AHO zone, In order to meet the 60.40 ratio of affordable housing i • residents to fiee market residents,234 reddens must be housed in the'affordable housing units in the Proposed AHO Zone(234:156.60:40). AsPer►146111ands Village can house 267.25 eo P Pk in deed restricted affordable housing units in the AHO zone which exceeds the minimum requirement of 234 People and more than satieffes the AHO zone di strict 60:40 ratio of residents housed in affordable housing units to residents housed in free market units(see Table 15). The data'show that 33.25 people residing in the affordable housing units'in the.AHO zone maybe ^ ' used by the developer to'of3set the housing exactions generated by non-residential development (267.25 people•in•AH units = 234 people required to be housed a 33.25 people to of let Lion. . residential housing exactions). This credit is a sub total used in the following section to compute the t, total ARV affordable housing excess. g ' i r MAY. 24. 2000 5,41 PM HINES ASPEN HIGHLANDS VILLAGE NO. 4Ei P. 4 TABLE 9 ASPEN SICsHLANDS VII.LA4'E DETAII.ED SUSAIISSDDN CONSOLIDATED PLAN: PROPOSED FREE MABN'T POPULATION IN TEM AFFORDABLE HOIISMG OVERLAY ZONE V k Housebobl Siu• Po elation Tyve 4 44 j S Bdr. 11 3.5 112 i 4 Bdr. 32 156 TOW 43 ' • rui�ceoealsadu>ea�a. � swim Davis ltora Ineapotfted.Sqytemba, 1997 1 Non-Residential Affordable Housing Overlay Zone Requir=ements Otdinum 96.51 estab gm that non-residential development in a AHO zone be required to mitigate 60 pawl of mriployees po ataL .(The following aadioma`spply the 60 pmt employee generation rate to the,conunemW development proposed in Aspen K*Rands Valage to mi ulate the non- residential pf6ordsble hour t)g exaction.• . . , . . . . , '= Table 10 shows that total non-residential employee.generation is a function of anployee generation and the AHO_zone housing mux don standards for tourist aomnunodations,independent commercial space and accessory skier serviou. Each component of Table 10 generation is addressed in this section under the subheadings: • Tourist Accommoduions; and Independent Commercial and Accessory Sider Services. - 7 22 MAY- 24. 2000 5:42PM dINES ASPEN HIGHLANDS VILLAGE N0. 461 P. 5 TABLE 10 ASPEN MGIIQ.ANDS VII.I.AG>E DErAMW SUBI►IISSION CONSOLIDATED PLAN. TOTAL NON-RESIDENTIAL ENIPIAYEE GENERATION• 'I land Use•• Affordable Housing Esaetion_ j p Tourist Accommodations 60A Independent Commercial Sputa 57.6 11 l Accessory Skier Services SA Total 126.4 ° • Fa -c wl" VM&2,M bwas PW YM• i as Iteterm TWO 11 nd 12 the tbllMVWS Uctim for V*Wuem Of employee sum 1 r ah - , Seem:Davis Horn 1w..,September 1997 • I � Tourist Accommodations The tourist accommodation units are comprised of lodge condominiums. The tourist �y accommodations are served by accessory commercial space that generator employees. Section 3- 130.20.0.3.(new Code)requires that 60 per cent of employees generated by tourist accommodations C { and coeunercaal development be provided with affordable housing. Table 11 shows the 73 tourist ` 3 accommodation units will generate s requirement to hove 60.4 people in affordable housing.^ Independent Commercial Space and Accessory Sider Services Aspen Hiolacds Pillage will contain Independent Commercial space (IC) and Accessory Skier Services(ASS). Table 12 shows that the Independent Commercial Space,(IC) and the Accessory 1 Skier Services(ASS)will generate a requirement to house 66 people in affordable housing. ; ' i Independent commerdal(IC)space may attract a limited non-skier clientele from outside the Wage ' when the lifts am not operating. The IC space will be comprised of retail space such as a grocery. + �' 23 I VPY. 24, 2000 5:42PM HINES ASPEN HIGHLANDS VILLAGE M481 P. 6 '!I ` i A messing room will be available for residents and guests of Aapaa 94blands Villtga The United States Forest Setvioe may utiiiu the ASS space as a Visitors Cemer in this summa. TABLE 11 ASPEN BZGHLANDS VQ.LAGE DICTA= SUSI1IMON CONSOLIDATED PLAN: TOURIST ACCOMMODATIONS AFFORDABLE ROUMG EXACTION T urlst Aeee mndations Units & Aceeate=i'nmmoreial Shaer I' i Number of Empioyee EmOoyess AHO Elr tm People to Tyne of Spam Units or S.F. Generation Rate• Generated hate be Housed j li Tonsil Accomnu issicns 73 .4 29.2 .6 17.5 f I : Ronaurast(MA) ' Wait-Service 4,000 .0075 30.0 .6 18:0 Renauranu(NLA) Limited Wait+Saviee 2,000 .005 10.0 .6 6.0 i Retail(NLA). 8,000 :: .0035 + 29.0' 1.6 16.8 j V CAndombd iROOm-!!. 3,OOb ,. :� z; NA 3.5 .6 2.1 + TOTAL'` NA 1f.- NX .1 100.7 ".6 60.4 { • . BaRlu)w Claottetlmmas dadved ham 8ectim 5••700.1(9)Pidde Coaay Load IIw C04L As tICA"M S-!00.1(a) employee snowe ca is bawd spun Net Imnble Ans. Net Leuable Am is 110!9 of Circa Rassll apses and 65%of Raeumt sp a Rasmeaotuopbyw Smastim mm on.bwd vpm 5 employees per 1,000 of ofN1A opus for the l WAM vast service type dining and 7.5 employsa'pa•1,000 ular wmuurvica dinias• ••. The onedaaabduas mass will be used far i gaiety of hmcdcm. A toad of SS PTFs wlU be SUWUsd as approved by the . 8000'.. . _. ... ...... ....� ,....... . .. _... .. _.. .^ ...... ..... ..., . . ......_.. .... ii Souras:Davis ROM b&4 Beptmba,1997 I' LrA • '• it ' u w; .,.. 24'° I MAY. 24. NOD ;:42PM HINES ASPEN HIGHLANDS VILLAGE NO. 481 P. 7 TABLE 12 I ASPEN MGMXMS V=AGE DETAIUM SUMMSSMN'CONSOLIDATED PLAN: INDEPENDENT CODS SPACE AND ACCESSORY SIR SERVICES EMPLOYEE GENERATION Employee ANO Poepie Squats Gemidoa Employom Etlutiou to be ly�ne Soave Feet Rate' Geu rated Rate Rom w • li I _ et a ,w�rw■1 I Retail(NIA) 13,600 .0035 47.6 .6 26.6 Raeta =(NLA) WWWavioo Reaaurant K A) 2,000 .0075 15.0 .6 9.0 i ReStattrant(NX A) Limitm Waitservice 6,125 .005 30.6 .6 16.3 MeetiagRoan•• 1,600 NA 2.6 .6 1.7 i Sld Area Suuage*•• 2,200 NA NA .6 NA Subtotal 4725 NA 96.00 .6 57.6 I Arm Skier Service• 'i3 t,■t R W ASS**�s 10,200 NA 9.4 .6 5.6 Tidmt Sales•••' •1,600 NA 4.6 .6 2.6 Subtotal ^ : •12,000 :. NA 14.0 .6 ' • B.4' i deand Total 37,725_ NA, 110.0 .6 66.0 • 131210 ee 00=11im n!s deeived Gam Bodim 5,700.1(0)Puflde Cooed Led Use Coda lbe toYmaet employee Pam"tats an bad vpm 5 employee per 1,000 of of NIA re0omoet groe Sa tLe limited welt eRViae"�B aad 7.5 s oldayeoe per 1.000 of far wdtwaviae diato6. Aa per Seed=S.700.1(a)omptoys pme8m bocci Wpm Pitt Losable Arno. NLA fx reoil epeeo-90%Oros L subie Atm(OLA)and 6511 of raatemc ope0e. i •• 1Lmsdog two wMbeusdiab ly.AtaworZ.SyMwiabe®maotedaoeppnvedbyeos= ■e■ ` Sld Aso Btorep Spos will be udlised fer eld stork raaia6 opipmmt and other dd w nlatod ftaedoa sees WM Aaas W Skiff SeniOm.PW&and emp*w mK m=16 ald eebool,debt ealw,p opt eetvi0et,aid petrol.to ft prOlm lift opaodooe,and admioiaaotim are!meted ie bulldiop sd 7.TK as oalr will be io kdWimp 6 oed Z Mdo spew may be used as•Fears Bervim iafamuim cote v4* m addideed emplq=peaedm. Soww:Davie Hom Inc.;September 1997 25 g ^� NOM11AY. 24. 2000 ;:43PN HINES ASPEN HICHLANDS Vi.LAGE N0, 481 P. 8 I i '1 e �I Demolition Credit j Sectioa 5.501.2 of the Lud Use Code permin the tem°dali°B' won,reconstruction or replacement of any legally establiabad a uotom rtsd=a developer rewnsmxting demolished commmVial space or tourist accommodate n units tvdves a credit for the demolished commercial apex if it was legally created prior to the enactaunt of the Commercial Growth Managemem Quota Sy mm (GbiQS) on September 13, 1983 and tourist axommodation unas WPUY created'prior to the eructment of the Tourist Accommodation Growth Mmagement(CMQS) on December 13, 1982. Credits are given since the � GMQS ayatem is designed to midgate impacts associated with now growth after the en =eot of the quota system. d Detailsd The project is ernitfaa to a credit for 66.5 bile area emPloyeea as --hew— and approved ursng Submission. , The Aspen Highlands YMsge is also entitled a credit of 39.75 EGU'a for the demolition of the MOMands Inn as reviewed and approved during Detailed Submission. Table 13 dowmonra the existing commercial spar. O + � MW Z4. 2DDD 5:43PM HINES ASPEN HIGHLANDS VILLAGE NO. 481 P. 9 TABLE 13 ' I, ASPEN IIiQ M ANDS VULAGE CONSOUDATED PLAN: EMTUgG CObIIMCF.Cl"SPACE• use/Structure Son an Feet Aspen Medsob Sid Shop 8,090 Aspen Higldands Base Lodge 14,800 Subtotal 22,390 Chalet Heidi 1,500 Snow Puppies Tent 470 Subtotal 19970 Meieteeenee tore:e Base lodge Basemeat.... 4,236 Free-standing Storage Building 128 Shred Shed 1 8,000 Maimmnance Shop 1,000 water Building Pump Shod" 388 Subtotal 14,334 Grand Total - 39,194' . ... . .Net Leasable Area(NI;A). _ _. .. .... ...... _ ...... .. •• In 1994 this pump shed was replaced with a-612 s.t shed. :ss The maintenanee'shop was demolished 1n June, 1997. I •, Source: DavisHoniInc. June;•1993 and September, 16,`1986 Memorandum N from Arm Bowman,Aspen Piton Housing Office to Prancis Krianaaich. Table 14 demonsaates'that the Aspen Highlands Village is Gadded to credits of 106.3 EGUs for the i demolition of the Maroon Creek Lodge, Aspen MOdands But area and the Medands Inn and accessory commercial space I 27. V �' ~� WAY. 24. 2000 ;:43 PM nINES ASPEN HIGHLANDS VT-1 -' AGE NO. 481 P. 10 is TABLE 14 j 1 .,t ASPEN ffiGELANDS VUJ•AGE DL-TAM=SUMmSSMN CONSOLIDATED PLAN: IIdDEPENDENT COMMERCIAL SPACE AND ACCESSORY SIM SERVICES EMPLOYEE GENERATION Iend Use Factors Ewa Aspen Highlands Base Maroon Creels Lodge• i Metwuls Inn 49 traits x.4 19.6 MVhlsads Ian Rea. &Bar" 2,500 s.£ x.0075 18.75 I$ghlanda Inn Retail•• . 400 s.£ X .0035 1.4 Total 1063 Sours:Davis Him—INMMIM&fiqomber• 1997 I .. i TABLE 15 - ASPEN HIGHLANDS VILLAGE DETAILED SUBMISSION CONSOLIDATED PLAN:,. A"ORDABLE HOUSING PLAN* Average Unit Type sw Number Household Sin Population Dorms",.., . ,.. . s 37 NA 14 I Cat. 1 One Bedroom 8 1.75 Cat. 2 One Bedroom :. S 1.75 5125 li Cat. 3 One Bedroom 3 1.75 Cat. 3 Three Bedroom : '.:28 - 3.0. 84 Cat, 3 Two Bedroom 4 2.25 9 Cat. 4 Four Bedroom 22 3.5 77 Cat 4 Three Bedroom 1 3.0 3 Total 111 NA 267.25 • AIIvaio ate ule vane vuhh the m of Uro dorms,tae 2 Ede.unites,and them t bdr aura. i •• 'ltisdotmvdu vYi{1 b aoeapied EYltwia AssoeLtr of Aspen QdAA)smdmn sad empisyws io the summer vtith pimiQ pvm m rlimm,Aspm W4hsds V41W or AsPm Wdlse CMPsst7 ampof's at cow times or is the smam irtEs dams sae not Wtad try MM sadmts m emptoYees• Saaoe Devi,K.M bmmpasmd;Squmber,1997 v 28 MAY. 24. 2000 ;:43PM NINES ASPEN HIGHLANDS VILLAGE hG. 481 P. 11 j ' I I le housing for 267.25 employees. The physical mho and - 0 IppWait;will provide on-site affotdab �8 I .. =me categories of affordable housing is set forth in Table 15. t t the affordable housing traits shall be baud in buildings 2, 3. 4, 5, 8 and the 'Thanderbowl Ind ; kleocn Neighborhoods. Table 10 shows that a housing exaction of 126.4 people is generated by the non-restdetatal developman in AI3V. The Residential Affordable Housing OvedaY Zone Requiremaus demonstrated there is a credit of 33.25 people housed ova and above the residential AHD zone is district requirements. This credit may be used to offIlseet the non-residential housing exaction. is i Additionjoy,the DWOodon Credits section demonstrated that a credit of 106.3 people may also be used to offset the 126.4 people non-residential housing exaaion As calculated below, if the ARV housing plan is irnplane,61bd,there'vAll be a housing surplus of 13.15 people. The applicant and I' �j 11 Courtly have agreed that 75 percent of the (.75 x 13.15 9.9 people) 13.15 people in access of the ' ;. - exactions and/or shori-f lls which 254.1 housing t,equvemerit msy be used to off-set future houdog I I may result from employee audits' I 126.4 People- AHO Non-raidanW Housing Requirement 106.3,People-Aspen Highiands Demolition Credit . —33.25 People'- Surplus of People Houses'in ARO' 13.15 People Housed in Ezcess of Requiremeat i III 29 i AUTHENTICITY CERTIFICATE I, Trudi Worline, duly appointed Town Clerk of the Town of Snowmass Village, do certify that the documents reproduced on this CD are true copies of the original records and were created by : MOUNTAIN MICROFILM AND IMAGING, INC. 2552 Highway 82 Glenwood Springs, CO 81602 945-7236 in fulfillment of the provisions of 24-80-107, C.R.S. 1973, as amended. The records reproduced on this CD were created during the normal course of official business of this agency. The description and methods of arrangement and dating of the original records have been retained. / i7 a � T UDI WO LINE, Town Clerk Da e Snowmas Village, CO last updated 9/2000 P:/shared/clerk/forms/cert.auth.CD / f /, cg SNOWMASS ; „J. , RETENTION COVER SHEET Signed Certificate of Authenticity (Must be included with each box) Prepared by: Donna Date: 12-17-01 1. Taan Clerk / Tiny 2 Department 2. Type of Records: (explain in detail) Town Council Packets 3. Sequence Records are kept in (month, alphabetic, etc.) Begin with the month of Play and keep in monthly sequential order through June 19, 2000 4. Begin/End Date of Records: 05-01-00 through 06-19-00 5. Request: CD yes, 1 Copy to State Archives yes 6. Disposition of Records after transferring to CD: Return Records to Department Listed )m Destroy Records xx Return Box NO Other (explain below) P:/shared/derk/genwork.tdretenUon-mv 01 P.O.Box 5010—Snowmass village.Colorado 81615 (970)9233777—FAX(970)923-6083—tmyf)tmv mm-w Aosvxom JUN-05-2000 MON 02:37 PM FAX NO. P. 03 PjTKIN COLJN-7y 3-130-020 cc>D E to Section 3-150.90; and 4. Subdivision Exemptions Approved pursuant to Sections 3-190.20, 3-190.30 and 3-190.80. B. Intent Pitkin County has established an affordable housing program to insure a supply of desirable and affordable housing for employees, senior citizens, the handicapped and citizens of the Roaring Fork Valley necessary to achieve a balanced, diversified community, and avoid discrimination in housing. The program is intended to insure that 1. An adequate supply of housing exists to accommodate the demand for affordable housing resulting from new development; 2. Affordable housing is provided on a schedule to coincide with the demand for affordable housing generated by new development, 3. New develooment is not exclusionary and helps to alleviate the documented shortage of low and moderately priced ownership and rental units in the County by integrating affordable housing on-site with new free-market residential housing subject to review pursuant to the standards in Section 3-130.20(F). 4. Affordable housing created through the program will remain committed to the low and moderately priced housing needs of the County. Standards for New Residential and Commercial Subdivisions and Tourist Accommodation Development Pitkin County affordable housing development fees are derived from technical data, findings, guidelines and conclusions contained within: Resolution 74-87, 1977 Aspen Pitkin County Growth Management Policy Plan, Aspen Area Community Plan: Housing ElemenVAffordable Housing Production Plan (as amended). This section establishes the minimum affordable housing standards for all new residential and commercial subdivisions and tourist accommodation and commercial developments unless exempted pursuant to Section 3-130.20 (A). Affordable housing commitments made via the Growth Management Quota System may exceed the minimum requirements. 1. Residential Development: An applicant shall provide affordable housing for an amount equal to thirty-three percent(33%) of the residents living in the non-deed-restricted \i (dwelling units: 2. Commercial Development: An applicant shall provide affordable housing for one hundred percent(100%) of the employees generated by commercial development, except commercial development done in association with an AH Overlay/PUD project, based upon the standards in Figure 3.6. For commercial development done in association with an AH OverlaylPUD project, an applicant shall be required to provide affordable housing for sixty percent (60%) of the employees generated by the non-residential portion of the development, in addition to meeting the unit mix and population requirements of the AH OverlaylPUD district as described in Section 3-40.73 of the Land Use Coda If when using the standards in Figure 3.6 to determine the number of employees generated by a commercial use, a range of full time employees is indicated,the precise employee generation standard shall be determined during review of the development application after consideration of a proposal from an applicant 3. Tourist Development An applicant shall provide affordable housing for one hundred percent(100%) of the employees to be generated by a development based upon the standard that each tourist accommodation unit generates .2 to .4 tourist full time equivalent (3-130) 12 � JUN-05-2000 MON 02:37 PM FAX N0, P. 04 3; 3-130 20 employees. The precise number within this range shall be determined during review of the development application based upon a review of information submitted by the applicant. For tourist development done in association with an AH Overtay/PUD project, an applicant shall be required to provide affordable housing for sixty(60) percent of the employees generated by the development, in addition to meeting the unit mix and population requirements of the AH Overlay/PUD districts as described in Section 3-40.73 of the Land Use Code. D. Independent Calculation of Affordable Housing Development Exactions: An applicant seeking approval for residential, commercial or tourist development may submit an independent calculation of employees generated by a particular project If accepted by the Board, the Independent calculation will be used to determine the required exaction. E. Options for Satisfying Development Exaction Standards: The Board of County Commissioners upon recommendation of the Planning and Zoning Commission and Housing Designee shall approve or deny the method an applicant proposes to satisfy the affordable housing development exaction standards. If the Board of County Commissioners denies the method proposed by an applicant, it snall provide direction as to which other method or methods would be preferable. The following methods (or combination of methods) may to a fy the requirements of this section: t, Construction of New Affordable Dwelling Units: Construction of new dwelling units deed restricted to terms within the applicable housing price and occupancy guidelines approved by the Board of County Commissioners or its designee. New affordable dwelling units shall be completed on a proportional basis to free market units to coincide with the remand for affordable housing. The Subdivision Improvements agreement shall stipulate the schedule for completion of affordable housing units. 2. Deee Restriction of Existing Free-Market Unrestricted Dwelling Units: Conversion of existing dwelling units which are not restricted to Pitkin County's affordable housing guidelines to deed restricted status by deed restricting them to terms in compliance with the applicable housing price and occupancy guidelines approved by the Board of County Commissioners or its designee. 3. Conveyance of Free-market Vacant Unplatted Property or Platted Lots: Conveyance to Pitkin County of land or platted free-market tot(s)whose market value is equal to or greater than the equivalent affordable housing dedication fee as calculated for the project or the appropriate portion thereof at the conceptual subdivision stage. a. An applicant shall provide a satisfactory preliminary estimate of value at the conceptual subdivision stage. The market value of the land or lots shall be established by an opinion of value for the land or lot(s)acceptable to the Housing Designee prior to the recordation of the final plat for the project and net of the customary shall demonstrate that the sale of the f the land or lot(s). Prior to the final plat app applicant commitment is equivalent to or greater than the affordable housing commitment required at Conceptual submission. b. The unplatted land or platted lot(s) shall be conveyed to Pltkin County prior to the recording of the final plat. The land or lot(s) to be conveyed shall be acceptable to the Board of county Commissioners. C. Pitkin County may develop any such property for affordable housing, but shall also have the ability to sell the land or lot(s) on a non-price-restricted basis provided that the use of the funds from the sale of any such land or lot(s) shall be limited to the provision of affordable (3-130) 13 0*00 WEEKLY STAFF MEETING PACKET INSTRUCTIONS 1. Use Staff Meeting Agenda form in\i:\stafftc\s-agenda.frm; 2. Fill in first item on agenda form with dates of the next three upcoming meetings; 3. Name the document m:\stafftc\dd-mm-yy.sm; 4. On the Agenda for the first Monday of each month,the first line in the heading on the Staff Agenda form should read"DEPARTMENT AND DIVISION HEADS'; 5. Print the agenda and give to Town Manager with a note requesting that he write in all agenda items he wishes to include on the agenda; 6. When Manager returns the draft agenda to you, type in the additional items on the agenda as requested by the Town Manager; 7. Make a copy of the draft Town Council agenda for the upcoming Mondays meeting, as well as copies of the Council Meeting work sheets for the following two meetings. (Work sheets are found in the Council workbook); 8. Copy the three Council agendas (reduce Council work sheets to 8-1/2 X 11, and make sure copies are legible); 9. Attach the copies to the back of the Staff Meeting agenda(this will be your staff meeting agenda packet); 10. Make copies (14) for: ❑ Mayor ❑ Town Manager ❑ Public Works Director ❑ Housing Manager ❑ Finance Director ❑ Comm Dev Director ❑ Chief of Police ❑ Asst. to Town Manager ❑ Town Clerk ❑ 3 extra copies for Clerk ❑ I copy to be filed in the Staff Meeting Agenda book on bottom bookshelf in Clerk's office 11. Write names on the packets and distribute in mailboxes. Clerk's copies are to be placed in the Council workbook; 12. File a copy in the Staff Meeting Agenda book. P:\chared\clerk\Staff.tc\S-Mtg-agenda.how2 WEEKLY STAFF MEETING PACKET INSTRUCTIONS 1. Use Staff Meeting Agenda form in it:\stafftc\s-agenda.fnn; 2. Fill in first item on agenda form with dates of the next three upcoming meetings; 3. Name the document m:\staff.tc\dd-mm-yy.sm; 4. On the Agenda for the first Monday of each month, the first line in the heading on the Staff Agenda form should read"DEPARTMENT AND DIVISION HEADS'; 5. Print the agenda and give to Town Manager with a note requesting that he write in all agenda items he wishes to include on the agenda; 6. When Manager returns the draft agenda to you, type in the additional items on the agenda as requested by the Town Manager; 7. Make a copy of the draft Town Council agenda for the upcoming Mondays meeting, as well as copies of the Council Meeting work sheets for the following two meetings. (Work sheets are found in the Council workbook); 8. Copy the three Council agendas(reduce Council work sheets to 8-1/2 X 11, and make sure copies are legible); 9. Attach the copies to the back of the Staff Meeting agenda(this will be your staff meeting agenda packet); / 10. Make copies(14) for: Id/ Mayor 7t2f L9/ Town Managerry @ Public Works Director [� Housing Manager 6}l*� Finance Director e Comm Dev Director CY Chief Police B/ Asst. to o Town Manager f.R- V Town Clerk 3 extra copies for Clerk CR 1 copy to be filed in the Staff Meeting Agenda book on bottom bookshelf in Clerk's office 11. Write names on the packets and distribute in mailboxes. Clerk's copies are to be placed in the Council workbook; 12. File a copy in the Staff Meeting Agenda book. P:lshared\elerk\Staff.tc\S-Mtg-agenda.how2 RECEIVED JUN 0 1 2000 snownums Ville" The TimDe'rs tIub S N O W M A S S V I L L A G E C O L O R A D O Condominium Documents Final Review Application May 5 , 2000 • LAW OFFICES • BALLARD SPAHR ANDREWS SL INGERSOLL, LLP 1225 17TH STREET, SUITE 2300 PHILADELPHIA, PA DENVER, COLORADO 60202.5596 BALTIMORE, MD (303) 292-2400 CAMDEN, NJ FAX: (303) 296-3955 SALT LAKE CT', LIT LAWYERSQBALLARDSPAHR.COM WASHINGTON, DC CHRISTOPHER PAYNE DIRECT DIAL: 303-COO-7345 PAYNEQSALLARDSPAHR.COM May 4, 2000 Via Federal Express See Attached Distribution List Re: The Timbers Club at Snowmass Project Documents Gentlemen and Ms. Bartow: • Enclosed please find clean copies of the following documents: 1. Articles of Incorporation (v.3); 2. Bylaws (v. 3); 3. Club Rules, Regulations and Reservation Procedures (v. 5); 4. Condominium Declaration(v. 13); 5. Preconstruction Purchase and Sale Agreement (Three-Bedroom Club Unit) (v.12); 6. Disclosure Statement (v.11); and 7. Parking License(v.l). Blacklined copies of the following documents are also enclosed: 1. Club Rules, Regulations and Reservation Procedures (v.5 against v.4); 2. Preconstruction Purchase and Sale Agreement(Three-Bedroom Club Unit) (v.12 • against v.11); CO_DOCS A 62027 v 1 • The Timbers at Snowmass, LLC May 4, 2000 Page 2 3. Disclosure Statement (v.l l against v.10); and 4. Select blackline pages of the Declaration (v.13 against v. 12). Please contact me with questions. Very truly�yours, Christopher Payne CP/pd Enclosures (Docs Nos. 33928 v.3, 40849 v.3, 52730 v.5, 33277 v.13, 41092 v.12, 37198 v.11, 57385 v.l) • cc: Mr. Doug Dotson (w/o encl. via facsimile) W. Michael Clowdus, Esq. (w/o encl.) • CO_DOCS_A 62027 v 1 DISTRIBUTION LIST David A. Burden c/o Roaring Fork Club 24398 Hwy 82 Basalt, CO 81621 David J. Myler, Esq. Freilich Myler Lightner & Carlisle 106 S. Mill Street, Suite 202 Aspen, CO 81611 Martin Mata 0027 Dakota Meadows Drive Carbondale, Colorado 81623 Bill Hegberg 140 River Oaks Lane Basalt, CO 81621 • Sheryl Barto GSW Barto Public Relations 387 Summit Drive Carbondale, Colorado 81623 Doug Desenberg Timbers at Snowmass Club 25 Lower Woodbridge Road, Suite 102-B Snowmass, Colorado 81615 • CO DOCS A 62027 v 1 • ARTICLES OF INCORPORATION OF THE TIMBERS CLUB AT SNOWMASS OWNERS ASSOCIATION, INC. In compliance with the requirements ofthe Colorado Revised Nonprofit Corporation Act, Articles 121 through 137 of Title VII, Colorado Revised Statutes, as amended, the undersigned incorporator hereby acknowledges his intent to form a nonprofit corporation under and by virtue of said statute. ARTICLE 1. NAME The name of the corporation is the Timbers Club at Snowmass Owners Association, Inc. (the "Association"). ARTICLE 2. PERIOD OF DURATION The Association shall exist in perpetuity from and after the date of filing of these Articles of Incorporation with the Colorado Secretary of State, unless dissolved according to Colorado law. ARTICLE 3. PURPOSES OF THE ASSOCIATION • The Association does not contemplate pecuniary gain or profit of the members thereof. The primary purposes for which the Association is formed are(a)to provide for the operation,administration,use,and maintenance of certain common areas and other property more fully described under the Condominium Declaration for the Timbers Club at Snowmass, recorded in the office of the Clerk and Recorder of Pitkin County, Colorado, as amended or supplemented from time to time(the"Declaration");(b)to preserve,protect,and enhance the values and amenities of such property;and(c)to promote the health,safety,and welfare of members of the Association. ARTICLE 4. DEFINITIONS Unless otherwise specified,capitalized terms used in these Articles of Incorporation shall have the same meanings as such terms have in the Declaration. ARTICLE 5. POWERS In furtherance of the purposes stated above, the Association shall have and may exercise all of the rights,powers,privileges,and immunities now or subsequently conferred upon nonprofit corporations organized under the laws of the State of Colorado, by the Colorado Common Interest Ownership Act or granted under the Declaration. • CO_DOCS_A 33928 v 3 • ARTICLE 6. LIMITATION OF LIABILITY No member of the Board of Directors of the Association shall have any liability to the Association or to its members for monetary damages for breach of fiduciary duty as a manager, except to the extent such exemption from liability is not permitted under the Colorado Revised Nonprofit Corporation Act or the Act. Any repeal or modification of the foregoing sentence shall not adversely affect any right or protection of a manager in respect of any act or omission occurring prior to such repeal or modification. No member of the Board of Directors, or officer of the Association shall be personally liable for any injury to person(s) or property arising out of a tort committed by an employee except to the extent such exemption from liability is not permitted under the Colorado Revised Nonprofit Corporation Act. ARTICLE 7. INDEMNIFICATION The Association shall provide indemnification either directly or indirectly through insurance policies or otherwise,to the fullest extent permitted by law,for any individual who serves as a member of the Board of Directors, officer, employee, fiduciary or agent of the Association against liabilities and expenses asserted against or incurred by such individual in connection with holding such position. Such indemnification shall not extend, in any • event,to any act or omission occurring prior to the date of incorporation of the Association. Whenever such an individual seeks indemnification by the Association against any liability or expenses incurred in any threatened,pending or completed proceeding in which the individual is a party because he or she holds or has held any such position, the Association shall proceed diligently and in good faith to make a determination,in the manner permitted in the Colorado Revised Nonprofit Corporation Act, whether indemnification is permissible in the circumstances. If indemnification is determined to be permissible, the Association shall indemnify the individual to the fullest extent permissible,provided that any indemnification for expenses shall be limited to the amount found reasonable by an evaluation conducted in a manner permitted by the Colorado Revised Nonprofit Corporation Act. This Article shall not be interpreted to limit in any manner any indemnification the Association maybe required to pay pursuant to the Colorado Revised Nonprofit Corporation Act,any court order,or any contract,resolution or other commitment which is legally valid. ARTICLE S. DISTRIBUTION OF ASSETS UPON DISSOLUTION Upon dissolution,the assets of the Association will be distributed to the Unit Owners in accordance with § 38-33.3-218 of the Colorado Common Interest Ownership Act. • CO DOCS A 33928 v 3 2 5/2/0 5:11 PM ARTICLE 9. REGISTERED OFFICE, REGISTERED AGENT, AND INITIAL • PRINCIPAL OFFICE The initial registered office of the Association is The Timbers at Snowmass, LLC, 25 Lower Woodbridge Road, Suite 204, Snowmass Village, Colorado 81615. The initial registered agent at such office is David A. Burden. The address of the initial principal office ofthe Association is 25 Lower Woodbridge Road, Suite 102-B, Snowmass Village, Colorado 81615. ARTICLE 10. CONSENT TO APPOINTMENT AS INITIAL REGISTERED AGENT I, the undersigned, hereby consent to my appointment as initial registered agent of the Association as designated in Article 9 of these Articles of Incorporation. David A. Burden ARTICLE 11. INITIAL BOARD OF DIRECTORS • The number of member(s) constituting the initial Board of Directors shall be two. The name and address of these persons is listed as follows: Name Address David A. Burden 78 Buffalo Lane Carbondale, CO 81623 Mark Norris 5080 County Road 154 Glenwood Springs, CO 81601 ARTICLE 12. INCORPORATOR The name and address ofthe incorporator is W.Michael Clowdus, 1225 Seventeenth Street,Suite 2300,Denver, Colorado 80202. The incorporator is a natural person of the age of eighteen (18) years or more. W. Michael Clowdus, Incorporator 1225 Seventeenth Street, Suite 2300 • Denver, CO 80202 303/299-7351 CO DOCS A 33928 v 3 3 STATE OF COLORADO ) • ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this_day of 2000 by W. Michael Clowdus. WITNESS my hand and official seal. My commission expires: [SEAL] Notary Public • • CO DOCS A 33928 v 3 4 BYLAWS • OF THE TIMBERS CLUB AT SNOWMASS OWNERS ASSOCIATION, INC., A Colorado non-profit corporation • CO_DOCS A 40849 v 3 • BYLAWS OF THE TIMBERS CLUB AT SNOWMASS OWNERS ASSOCIATION, INC. Table of Contents Page ARTICLE 1. PURPOSES, ASSENT OF UNIT OWNERS,AND DEFINITIONS . . . . . . . 1 Section 1.1. Puiposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.2. Assent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.3. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE 2. MEMBERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I Section 2.1. Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 2.2. Responsibilities of Unit Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 2.3. Membershil2 Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.4. Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 ARTICLE 3. MEETINGS OF UNIT OWNERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 3.1. Place of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 • Section 3.2. Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 3.3. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 3.4. Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 3.5. Meeting to Approve Annual Budget . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 3.6. Adioumed Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 3.7. roxi s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 3.8. Designation of Voting_Representative--Proxy . . . . . . . . . . . . . . . . . . . . . 3 Section 3.9. Club Interests--Proxy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section3.10. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 3.11. Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 ARTICLE 4. BOARD OF MANAGERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 4.1. Number and Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 4.2. Required Election of Unit Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 4.3. Declarant Control of the Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 4.4. Election and Term of Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 4.5. Removal of Members of the Board of Managers . . . . . . . . . . . . . . . . . . . 7 Section 4.6. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (a) During Period of Declarant Control . . . . . . . . . . . . . . . . . . . . . . . . 7 (b) After the Period of Declarant Control . . . . . . . . . . . . . . . . . . . . . . 7 Section 4.7. Quorum of the Board of Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 4.8. Place and Notice of the Board of Managers Meetings . . . . . . . . . . . . . . . 8 • Section 4.9. Powers and Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 CO DOCS_A 40849 v 3 i • Section 4.10. Managing Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 4.11. Compensation of the Members of the Board of Managers . . . . . . . . . . . 10 Section 4.12. Board of Managers Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ARTICLE 5. OFFICERS AND THEIR DUTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 5.1. Enumeration of Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 5.2. Election of Officers . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 5.3. Ter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 5.4. special Appointments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 5.5. Resignation and Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 I Section 5.6. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 5.7. Multiple Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 5.8. 2gligs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 (a) President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 (b) Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 (c) Secret . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 (d) Treasure r . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 5.9. Execution of Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 ARTICLE 6. INDEMNIFICATION OF MEMBERS OF THE BOARD OF MANAGERS AND • OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 6.1. Actions Other than by or in the Right of the Association . . . . . . . . . . . . 13 Section 6.2. Actions by or in the Right of the Association . . . . . . . . . . . . . . . . . . . . . 14 Section 6.3. Successful on the Merits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 6.4. Determination Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 6.5. Payment in Advance of Final Disposition . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 6.6. No Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 6.7. Directors and Officers Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ARTICLE7. BYLAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 7.1. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 7.2. Compliance with CIOA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 7.3. Conflict between Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ARTICLE 8. COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 ARTICLE 9. BOOKS AND RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 9.1. Records and Audits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 9.2. Examination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 9.3. Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section9.4. Roster . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 • ARTICLE 10. CORPORATE SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 CO DOCS A 40849 v 3 ii • ARTICLE 11. FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ARTICLE 12. RULES AND REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ARTICLE 13. MEMBERSHIP RIGHTS AND PRIVILEGES . . . . . . . . . . . . . . . . . . . . . . 18 Section 13.1. Rights and Privileges of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 13.2. Suspension of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ARTICLE 14. INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 • • CO DOCS A 40849 v 3 111 • BYLAWS OF THE TIMBERS CLUB AT SNOWMASS OWNERS ASSOCIATION, INC. The name ofthe corporation shall be The Timbers Club at Snowmass Owners Association Inc, a Colorado nonprofit corporation (the "Association"). ARTICLE 1. PURPOSES,ASSENT OF UNIT OWNERS, AND DEFINITIONS Section 1.1. PuMose s. The Association is formed pursuant to the Colorado Revised Non- Profit Corporation Act,Colo.Rev.Stat. §7-121-101 et sec..(the"Non-Profit Act")and the Colorado Common Interest Ownership Act,Colo.Rev. Stat. § 38-33.3-101 et eM("CIOA"),as each may be amended from time to time. The primary purposes for which the Association is formed are (a) to provide for the operation, administration,use,and maintenance of certain common areas and other property more fully described in the Condominium Declaration for the Timbers Club at Snowmass filed and recorded in the Office of the Clerk and Recorder of Pitkin County, Colorado, on , at Reception No. as amended or supplemented from time to time (the"Declaration");(b)to preserve,protect,and enhance the values and amenities of such property; and (c) to promote the health, safety, and welfare of members of the Association. • Section 1.2. Assent. All present or future Unit Owners, Occupants,or any other persons using the facilities of the Condominium Project in any manner are subject to these Bylaws and any Rules and Regulations adopted by the Board of Managers pursuant to these Bylaws. Acquisition or rental of any of the Units in the Condominium Project or the mere act of occupancy of any Units shall constitute an acceptance and ratification of these Bylaws and an agreement to comply with said Rules and Regulations. Section 1.3. Definitions. Unless otherwise specified, capitalized terms used in these Bylaws shall have the same meanings in these Bylaws as such terms have in the Declaration. ARTICLE 2. MEMBERSHIP Section 2.1. Membership. Ownership of a Unit is required in order to qualify for membership in the Association. Section 2.2. Responsibilities of Unit Owners. Any person or entity,including Declarant, on becoming a Unit Owner,shall automatically become a member of the Association and be subject to these Bylaws. Such membership shall terminate without any formal Association action whenever such person ceases to own a Unit,but such termination shall not relieve or release any such former Unit Owner from any liability or obligation incurred under, or in any way connected with, the • Association during the period of such ownership,or impair any rights or remedies which the Board of Managers or others may have against such former Unit Owner arising out of ownership of the Unit and membership in the Association and the covenants and obligations incident thereto. • Section 2.3. Membership Certificates. No certificates of stock shall be issued by the Association,but the Board of Managers may,if it so elects,issue membership cards to Unit Owners. Such membership card shall be surrendered to the secretary of the Association whenever ownership of the Unit designated on the card shall terminate. Section 2.4. Voting Rights. Each Unit shall have a vote in the affairs of the Association as set forth in Section 4.2 of the Declaration. For each Unit submitted to the Timbers Club,the vote in the affairs of the Association allocated to each Club Unit shall be apportioned among the owners of a Club Interest in such Unit in accordance with Section 22.6 of the Declaration(each owner of a Club Interest shall be entitled to a proportionate vote,the size of which vote shall be based upon each Club Interest in the Club Unit). The Association shall not have a vote with respect to any Unit which may be owned by it. Declarant shall be entitled to vote with respect to any Unit owned by it. ARTICLE 3. MEETINGS OF UNIT OWNERS Section 3.1. Place of Meeting. Meetings of the Unit Owners shall be held at such place, within or without the State of Colorado, as the Board of Managers may determine. Section 3.2. Annual Meetings. Regular meetings of Unit Owners shall be held annually. • The first annual meeting of the Unit Owners shall be held within one (1) year after the date of the adoption of these Bylaws. Thereafter, the annual meetings of the Unit Owners shall be held on a date and at a time selected by the Board of Managers in each succeeding year. The purpose of the annual meetings is for the election of the members of the Board of Managers and the transaction of such other business of the Association as may properly come before the meeting. Section 3.3. Special Meetings. Request that a special meeting of the Association be called may be made by the president,by a majority of the members of the Board of Managers,or by written instrument signed by Unit Owners representing twenty percent (20%) of the total votes in the Association. Section 3.4. Notice of Meetings. The secretary shall cause written notice of all meetings to be given in accordance with the Declaration and stating the place,day, and hour of each meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called. Such notice shall be delivered and effective not less than fourteen(14)nor more than fifty(50)days before the date of the meeting,by or at the direction of the president, the secretary, or the persons calling the meeting as provided under these Bylaws,when delivered to the registered address for notice(as provided in the Declaration) of each Unit entitled to be represented by a vote at such meeting. No action shall be adopted at a special meeting except as stated in the notice. Section 3.5. Meeting to Approve Annual Budget. At the annual meeting of the Association or at a special meeting of the Association called for such purpose,the Unit Owners shall • be afforded the opportunity to ratify a budget of the projected revenues, expenditures and reserves CO ROCS A 40849 v 3 2 • for the Association's next fiscal year as proposed by the Board of Managers in accordance with applicable provisions of CIOA. A summary of the proposed budget approved by the Board of Managers shall be mailed to the Unit Owners within thirty(30) days after its adoption along with a notice of a meeting of the Association to be held not less than fourteen (14) nor more than fifty (50)days after mailing of the summary to the Unit Owners. Unless at the meeting a majority of the total votes of the Association, rather than a majority of those present and voting in person or by proxy, reject the proposed budget, the budget is ratified whether or not a quorum is present at the meeting. In the event the proposed budget is rejected, the budget last ratified by the Unit Owners continues until such time as the Unit Owners ratify a subsequent budget proposed by the Board of Managers as provided above. For the purposes of this Section 3.5, any "meeting" to ratify a proposed budget may take place by written ballot in accordance with Section 3.12, below. Section 3.6. Adioumed Meetings-. If any meeting of the Unit Owners cannot be organized because a quorum, as defined below, has not attended, the Unit Owners who are present, either in person or by proxy,may adjourn the meeting from time to time until a quorum is obtained. Section 3.7. Proxies. The vote allocated to each Unit may be cast pursuant to a proxy duly executed by a Unit Owner. If a Unit is owned by more than one Person,each Owner of the Unit may vote or register protest to the casting of votes by the other Owners of the Unit through a duly executed proxy. A Unit Owner may not revoke a proxy given pursuant to this section except by actual notice of revocation to the person presiding over a meeting of the Association. A proxy is • void if it is not dated or purports to be revocable without notice. A proxy terminates eleven months after its date,unless it provides otherwise. A form of proxy may be distributed to each Unit Owner to afford the Owner(s)of such Unit the opportunity to cast the vote allocated to such Unit in absentia at a meeting of Unit Owners of the Association provided that it meets the requirements for a written ballot set forth in Section 3.12 below and includes the name or names of the Unit Owners who expect to be in attendance in person at the meeting to whom the proxy is to be given for the purpose of casting the vote to reflect the absent Unit Owner's vote as specified in the form of proxy. Section 3.8. Designation of Voting Representative--Proxy. If title to a Unit is held by more than one(1)individual,by a firm,corporation,partnership,association or other legal entity or any combination thereof, such individuals, entity, or entities shall by written instrument executed by all such parties and delivered to the Association,appoint and authorize one(1)person or alternate persons to represent the Unit Owners of the Unit. Such representative shall be a natural person who is a Unit Owner, or a designated board member or officer of a corporate Unit Owner, or a general partner of a partnership Unit Owner, or a comparable representative of any other entity, and such representative shall have the power to cast votes on behalf of the Unit Owners as a member of the Association, and serve on the Board of Managers if elected, subject to the provisions of and in accordance with the procedures described in these Bylaws. Notwithstanding the foregoing,if only one(1)of the multiple Unit Owners of a Unit is present at a meeting of the Association, such Unit Owner is entitled to cast the vote allocated to that Unit. If more than one (1) of the multiple Unit Owners are present, in person or by proxy, and there is no written designation of an authorized • representative,the vote allocated to that Unit may be cast only in accordance with the agreement of a majority in interest of the Unit Owners,which majority agreement may be assumed for all purposes CO DOCS A 40849 v 3 3 • if any one(1)of the multiple Unit Owners cast the vote allocated to that Unit without protest being made promptly to the person presiding over the meeting by any of the other Unit Owners of the Unit. If such protest is made, the vote allocated to the Unit may only be cast by written instrument executed by all Unit Owners who are present at the meeting. Section 3.9. Club Interests--Proxv. To effectuate representation of the owners of Club Interests in the Association, each owner of a Club Interest,by accepting a deed to a Club Interest, shall be deemed to have appointed the Board of Managers of the Association as such owner's attomey-in-fact and proxy to represent such owner of a Club Interest at any and all regular and special meetings of the Association,and thereat to cast the vote(s)of such owner of a Club Interest. Such appointment shall endure for a ten-year period commencing on recordation of the Declaration, and shall be automatically renewed for successive ten-year periods until termination of the Timbers Club;provided,however, that any owner of a Club Interest may revoke this appointment as to any individual meeting by appearing at the meeting and casting his or her allotted proportional,vote(s) on his or her own behalf;and provided,further,that such appointment may be permanently revoked by any owner of a Club Interest who appears at three(3) consecutive meetings of the Association, casts his or her allotted proportional vote(s)and serves the President of the Association with written notice of termination of the Association's authority as his or her attorney-in-fact and proxy. Notwithstanding the preceding, however, the appointment of the Board of Managers of the Association as attorney-in-fact and proxy shall be reinstated as to any owner of a Club Interest who fails to attend and cast his or her allotted votes at three (3) consecutive annual and/or special • meetings of the Association. Section 3.10. Ouorum. Except as otherwise provided in these Bylaws,the presence at the beginning of the meeting in person or by proxy of the Unit Owners possessing sufficient votes to constitute five percent(5%)of the votes of all Unit Owners shall constitute a quorum,and such Unit Owners present in person or by proxy shall constitute the Unit Owners entitled to vote upon any issue presented at a meeting at which a quorum is present. Section 3.11. Votine. Except as otherwise required by the Declaration,CIOA or by these Bylaws,the votes of Unit Owners who are present either in person or by proxy at any duly convened meeting of the Association at which a quorum has been established and who cast a simple majority of the total votes eligible to be voted by such present or represented Unit Owners shall decide any question under consideration, and shall constitute the act of and be binding upon the Association. Section 3.12. Waiver of Meeting and Consent to Action/Action in Lieu of Meeting. Whenever the vote of Unit Owners at a meeting of the Association is required or permitted by any provision of these Bylaws to be taken in connection with any action of the Association (including, without limitation, a vote on ratification of a proposed Association budget pursuant to Section 3.5, above)the meeting and vote of Unit Owners may be dispensed with and the action in question may be approved if all the Unit Owners eligible to vote concerning such matter consent in writing to dispense with the meeting and consent in writing to the action in question. Additionally,any action that may be taken at any annual or special meeting of members(including,without limitation, any • CO DOCS A 0849 v 3 4 • ratification of a proposed Association budget pursuant to Section 3.5, above)may be taken without a meeting and through voting by mail, if the following requirements are met: (i) a written ballot is distributed to every Unit Owner entitled to vote on the matter, setting forth each proposed action and providing an opportunity to vote for or against each proposed action; (ii) the solicitation for votes by written ballot (a) indicates the number of responses needed to meet the quorum requirements for authorization or rejection of the proposed action (or, if the proposed action is ratification of a proposed budget pursuant to Section 3.5, above, specifies that no quorum of votes is required); (b) states the percentage of votes needed to authorize or reject each matter, other than election of the Board of Managers (or, if the proposed action is ratification of a proposed budget pursuant to Section 3.5,above,states that the budget will be ratified unless rejected by a majority of the total votes of the Association); (c)specifies the time by which a ballot must be received by the Association in order to be counted; and(d)is accompanied by written information(including,if applicable,a summary of any proposed Association budget) sufficient to permit each person casting such ballot to reach an informed decision on the matter; and (iii) except for ratification of a proposed budget pursuant to Section 3.5, above, the • number of votes cast by written ballot within the specified time period, authorizing or rejecting the proposed action,equals or exceeds the quorum required to be present at a meeting authorizing or rejecting the action, and the number of votes in favor or against the proposed action equals or exceeds the number of votes in favor or against that would be required to authorize or reject the action at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot. A written ballot provided pursuant to this Section 3.12, may not be revoked. ARTICLE 4. BOARD OF MANAGERS Section 4.1. Number and Oualification. The affairs of the Association shall be governed by a Board of Managers,initially composed of two(2)persons. At the first meeting of the Associa- tion after the Period of Declarant Control,at least three(3),and in any event an odd number of Unit Owners,shall be elected to the Board of Managers by the Unit Owners. The Board of Managers may be expanded to five(5)persons by an amendment of these Bylaws. The members of the Board of Managers may be nonresidents of Colorado,but all members of the Board of Managers elected by the Unit Owners (as opposed to any members of the Board of Managers appointed by Declarant) must be Unit Owners. Section 4.2. RRgguired Election of Unit Owners. Not later than sixty (60) days after • conveyance of twenty-five percent(25%)of the Units that maybe created to Unit Owners other than CO DOCS A 40849 v 3 5 • Declarant, at least one(1) member and not less than twenty-five percent (25%) of the members of the Board of Managers shall be elected by Unit Owners other than Declarant. Not later than sixty (60)days after conveyance of fifty percent (50%) of the Units that may be created to Unit Owners other than Declarant, not less than thirty-three and one-third percent(33-1/3%) of the members of the Board of Managers must be elected by Unit Owners other than the Declarant. Not later than the termination of any Period of Declarant Control, the Unit Owners shall elect a Board of Managers of at least five (5) members, at least a majority of whom shall be Unit Owners other than the Declarant or designated representatives of Unit Owners other than Declarant. The Board of Managers shall elect the officers. In order to assure representation of Owners of the Social Unit(s) in the affairs of the Association and to protect the valid interests of the Social Unit(s)in the operation of the Condominium Project,the Owner(s)of the Social Unit(s),voting as a class, shall be entitled to elect one of the members of the Board of Directors. Section 4.3. Declarant Control of the Association. There shall be a Period of Declarant Control ofthe Association,during which the Declarant,or persons designated by the Declarant,may appoint and remove the officers and members of the Board of Managers. The Period of Declarant Control shall commence upon filing of the Articles of Incorporation of the Association and shall terminate no later than the earlier of: (a) sixty(60) days after conveyance of seventy-five percent(75%) of the Units that may be created to Unit Owners other than Declarant; • (b) two (2) years after Declarant's last conveyance of a Unit in the ordinary course of business; or (c) two (2)years after any right to add new Units was last exercised. The Declarant may voluntarily surrender the right to appoint and remove officers and members of the Board of Managers before termination ofthat period,but in that event the Declarant may require, for the duration of the Period of Declarant Control,that specified actions of the Association or Board of Managers, as described in a recorded instrument executed by the Declarant,be approved by the Declarant before they become effective. The name and address of the persons who are to initially act in the capacity of the members of the Board of Managers until successors are duly elected and qualified are as follows: Name Address David A. Burden 78 Buffalo Lane Carbondale, Colorado 81623 Mark Norris 5080 County Road 154 Glenwood Springs, Colorado 81601 • CO_DOCS_A 40849 v 3 6 • Section 4.4. Election and Term of Office. Until the first annual meeting after the Period of Declarant Control,the terms of members of the Board of Managers not appointed by the Declarant shall expire at the annual meeting which occurs not less than one year, nor more than two years, eleven months after election to the Board of Managers. At any time after Unit Owners, other than the Declarant, are entitled to elect a member of the Board of Managers, the Association may call a meeting and shall give not less than fourteen (14)nor more than fifty (50) days' notice to the Unit Owners for this purpose. This meeting may be called and the notice given by any Unit Owner if the Association fails to do so. At the first meeting of the Association after the Period of Declarant Control, the terms of the initial Board of Managers elected by the Unit Owners shall be staggered so that one(1)or more members shall be elected to serve a one(1)year term,one or more members shall be elected to serve a two (2) year term, and one or more members shall be elected to serve a three(3)year term. At the expiration of the initial term of office for each respective member of the Board of Managers,his successor shall be elected to serve a term ofthree(3)years. Notwithstanding any provision in this Section 4.4 to the contrary,members of the Board of Managers may be elected by written ballot pursuant to the conditions set forth in Section 3.12 above. Each member of the Board of Managers shall hold office until the election and qualification of his successor. At any meeting at which the Board of Managers is to be elected,the Unit Owners may,by resolution,adopt specific procedures which are not inconsistent with these Bylaws or the Non-Profit Act for conducting the elections. Section4.5. Removal ofMembersofthe Board ofManaeers. A regular or special meeting • of Unit Owners may be called for the purpose of considering the removal of any member of the Board of Managers. The Board of Managers shall designate by resolution or motion the date and time of such regular or special meeting after such meeting is properly set or called in accordance with these Bylaws and Colorado law. Any one (1) or more of the members of the Board of Managers,other than a member appointed by the Declarant,may be removed with or without cause by an affirmative vote of sixty-seven percent (67%) of a quorum of the Unit Owners present in person or represented by proxy and eligible to vote. Any member of the Board of Managers whose removal has been proposed shall be given an opportunity to be heard at the meeting. Successors may then and there be elected by a majority of the remaining Board of Managers;provided,however,that if the entire Board of Managers is removed at once,an election by the Unit Owners present in person or represented by proxy and eligible to vote to fill the vacancies thus created shall be held immediately thereafter at the same meeting. Section 4.6. Vacancies. (a) During Period of Declarant Control. During the Period of Declarant Control, if a member of the Board of Managers dies or resigns,Declarant shall appoint a new member of the Board of Managers. (b) After the Period of Declarant Control. After the Period ofDeclarant Control, any vacancy occurring in the Board of Managers may be filled by the affirmative vote of a majority of all of the remaining Board of Managers,though less than a quorum of the Board • of Managers. The term of the member of the Board of Managers so elected shall be CO DOCS A 40849 v 3 7 • coincident with the term of the replaced member of the Board of Managers. Section 4.7. Quorum of the Board of Managers. A majority of the number of members of the Board of Managers fixed from time to time by these Bylaws shall constitute a quorum for the transaction of business. Any act by a majority vote of the Board of Managers in attendance where a quorum is present shall be an act of the Board of Managers. Section 4.8. Place and Notice of the Board of Managers Meetings. Any regular or special meetings of the Board of Managers may be held at such place within or without the State of Colorado and upon such notice as the Board of Managers may prescribe. The Board of Managers shall hold a regular meeting at least once each year and shall,in addition,meet as often as they deem necessary or desirable to perform their duties hereunder. Attendance of a member of the Board of Managers at any meeting shall constitute a waiver of notice of such meeting,except when a member of the Board of Managers attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Before, at, or after any meeting of the Board of Managers, any member of the Board of Managers may, in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the waiver of notice of such meeting. However, in the absence of waivers of notice: (i) notice of the time and place of a regular meeting shall be communicated in writing to the members of the Board of Managers not less than thirty (30) days • prior to the meeting, and (ii) notice of a special meeting shall specify the time and place of the meeting and the nature of any special business to be considered and shall be communicated in writing to members of the Board of Managers not less than fifteen (IS) days prior to the meeting. The Board of Managers shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all members of the Board of Managers. Any action so approved shall have the same effect as though taken at a meeting of the Board of Managers. All or some of the members of the Board of Managers may participate in a meeting by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting. Section 4.9. Powers and Duties. The Board of Managers shall have, subject to the limitations contained in the Declaration and CIOA,the powers and duties necessary, desirable, or appropriate for the administration of the affairs of the Association and for the operation and maintenance of the Condominium Project, including the following powers and duties: (a) Adopt and amend Bylaws and Rules and Regulations; (b) Adopt and amend budgets for revenues, expenditures, and reserves; (c) Collect Assessments from Unit Owners; • (d) Suspend the voting interests allocated to a Unit,and the right of a Unit Owner CO ROCS A 40849 v 3 8 • to cast such votes, or by proxy the votes of another, during any period in which such Unit Owner is in default in the payment of any Assessment,or, after notice and a hearing,during any time in which a Unit Owner is in violation of any other provision of the Declaration, Articles of Incorporation, Bylaws or Rules and Regulations; (e) Hire and discharge Managing Agents; (f) Hire and discharge employees,independent contractors and agents other than Managing Agents; (g) Institute, defend or intervene in litigation or administrative proceedings or seek injunctive relief for violations of the Condominium Documents in the Association's name, on behalf of the Association or on behalf of two or more Unit Owners in matters affecting the Condominium Project; (h) Make contracts and incur liabilities; (i) Regulate the use,maintenance,repair, replacement, and modification of all Association property within the Condominium Project or property which serves the Condominium Project but which is outside its boundaries; • 0) Cause additional improvements to be made as a part of the Common Elements; (k) Acquire, hold, encumber and convey, in the Association's name, any right, title or interest to real estate or personal property,but Common Elements may be conveyed or subjected to a security interest only pursuant to Section 312 of CIOA; (1) Grant easements for any period of time,including permanent easements,and grant leases, licenses and concessions, through or over the Common Elements; (m) Impose and receive a payment, fee or charge for services provided to Unit Owners and for the use, rental or operation of the Common Elements; (n) Establish from time to time,and thereafter impose,charges for late payment of Assessments or any other sums due and, after notice and hearing, levy a reasonable fine for a violation of the Governing Documents of the Association; (o) Impose a reasonable charge for the preparation and recording of amendments to the Declaration or statements of unpaid assessments; (p) Provide for the indemnification of the Association's officers and the Board of Managers to the extent provided by law and maintain directors' and officers' liability • insurance; CO DOCS A 40849 v 3 9 • (q) Declare the office of a member of the Board of Managers to be vacant in the event such member shall be absent from three(3)regular meetings of the Board of Managers during any one year period; (r) Appoint any committee as required or permitted by the Declaration or these Bylaws,and by resolution,establish committees,permanent and standing,to perform any of the above functions under specifically delegated administrative standards as designated in the resolution establishing the committee; (s) By resolution, set forth policies and procedures which shall be considered incorporated herein by reference as though set forth in full,and which provide for corporate actions and powers which are different than those set forth in the Non-Profit Act,which are permitted to be"otherwise set forth in the Bylaws." Such resolutions shall be given the same force and effect as if specifically enumerated in these Bylaws; (t) Exercise any other powers conferred by the Declaration, the Articles of Incorporation,these Bylaws, CIOA, or the Non-Profit Act; and (u) Exercise any other power necessary and proper for the governance and operation of the Association. • Section 4.10. Managing Agent. The Board of Managers may employ for the Association a Managing Agent at a compensation established by the Board of Managers,to perform such duties and services as the Board of Managers shall authorize; provided, however, that the Board of Managers in delegating such duties shall not be relieved of its responsibility under the Declaration. The Board of Managers may delegate to the Managing Agent only the powers granted to the Board of Managers by these Bylaws under Section 4.9, paragraphs (c), (f), (g), (h), (i), and 0). The Managing Agent shall maintain fidelity insurance coverage or a bond for the benefit of the Association in an amount not less than Fifty Thousand Dollars($50,000.00)or such higher amount as the Board of Managers shall require. The Managing Agent shall maintain all funds and accounts of the Association separate from the funds and accounts of other associations managed by the Managing Agent and shall maintain all reserve accounts for the Association separate from operational accounts of the Association. The Managing Agent shall provide an annual accounting for Association funds and a financial statement to the Association. Section4.11. Compensation oftbe Members ofthe Board ofManagers. Except as provided in this Section 4.11.,members of the Board of Managers shall not be paid any compensation for their services performed as members of the Board of Managers unless a resolution authorizing such remuneration shall have been adopted by the members of the Association. Each member of the Board of Managers shall receive reimbursement for reasonable transportation,meals, and lodging expenses,and reasonable per diem payments, for attendance at any regular or special meeting of the Board of Managers or for other actual expenses incurred in connection with the performance of his or her duties of office as a member of the Board of Managers. • CO DOCS A 40849 v 3 10 • Section 4.12. Board of Managers Meetings. All meetings of the Board of Managers, at which action is to be taken by vote, will be open to the Unit Owners, except that meetings of the Board of Managers may be held in executive session(s), without giving notice and without the requirement that they be open to Unit Owners, in the following situations: (a) matters pertaining to employees of the Association or involving the employment, promotion, discipline or dismissal of an officer, agent, or employee of the Association; (b) consultation with legal counsel concerning disputes that are the subject of pending or imminent court proceedings or matters that are privileged or confidential between attorney and client; (c) investigative proceedings concerning possible or actual criminal misconduct; (d) matters subject to specific constitutional, statutory, or judicially imposed requirements protecting particular proceedings or matters from public disclosure; (e) any matter the disclosure of which would constitute an unwarranted invasion of individual privacy. • ARTICLE 5. OFFICERS AND THEIR DUTIES Section 5.1. Enumeration of Officers. The officers of the Association shall be a president, vice president,secretary,and treasurer,and such other officers as the Board of Managers may from time to time by resolution create. The president must be a member of the Board of Managers. The office of vice-president may be vacant. Section 5.2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Managers and thereafter at the first meeting of the Board of Managers following each annual meeting of the Unit Owners. Section 5.3. Term. The officers shall be elected annually by the Board of Managers and each shall hold office for one (1) year unless such officer shall sooner die, resign, or shall be removed or otherwise disqualified to serve. Section 5.4. Special Appointments. The Board of Managers may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period,have such authority,and perform such duties as the Board of Managers may from time to time determine. Section 5.5. Resignation and Removal. Any officer maybe removed from office with or without cause upon the affirmative vote of a majority of the Board of Managers. Any officer may • resign at any time by giving written notice to the Board of Managers,the president,or the secretary. CO DOCS A 40849 v 3 11 • Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 5.6. Vacancies. A vacancy in any office may be filled by appointment by the Board of Managers. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he or she replaces. Section 5.7. Multiple Offices. Any two (2) or more offices may be held by the same person, except the offices of president and secretary. Section 5.8. Duties. The duties of the officers are as follows: (a) President. The president shall preside at all meetings of the Unit Owners and the Board of Managers; shall see that orders and resolutions of the Board of Managers are carried out; shall sign on behalf of the Association all leases, mortgages, deeds, notes and other written instruments; and shall exercise and discharge such other duties as may be required of the president by the Board of Managers. In addition, the president shall have all of the general powers and duties that are incident to the office of president of a nonprofit corporation organized under the laws of the State of Colorado,including but not limited to, the power to appoint committees from among the Unit Owners from time to time as the • president may decide is appropriate to assist in the conduct of the affairs of the Association. The president may fulfill the role of treasurer in the absence of the treasurer. The president may cause to be prepared and may execute amendments, attested by the secretary, to the Declaration and these Bylaws on behalf of the Association, following authorization or approval of the particular amendment as applicable. (b) Vice President. The vice president shall act in the place and stead of the president in the event of his or her absence,inability,or refusal to act,and shall exercise and discharge such other duties as may be required of the vice president by the Board of Managers. (c) Secreta . The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Managers and of the Unit Owners; keep the corporate stamp or seal of the Association, if any, and place it on all papers requiring said stamp or seal,if necessary;serve notice of meetings of the Board ofManagers and of the Unit Owners; keep appropriate current records showing the Unit Owners together with their addresses; and shall perform such other duties as required by the Board of Managers. (d) Treasur r. The treasurer shall receive and may endorse on behalf of the Association,for collection only,all checks,notes,and other obligations and shall deposit the same and all monies in appropriate bank accounts of the Association. The treasurer shall disburse such funds as directed by resolution of the Board of Managers;keep proper books • of account;at the direction of the Board of Managers,cause an audit of the Association books CO DOCS A 40649 v 3 12 • to be made; and prepare an annual budget and a statement of income and expenditures to be presented to the Unit Owners at the regular annual meeting of Unit Owners, and deliver a copy of each to the Unit Owners. Except for reserve funds described below, the treasurer may have custody of and shall have the power to endorse for transfer, on behalf of the Association, stock, securities or other investment instruments owned or controlled by the Association or as fiduciary for others. Reserve funds of the Association shall be deposited in segregated accounts or in prudent investments,as the Board of Managers decides. Funds may be withdrawn from these reserves for the purposes for which they were deposited,by check or order, authorized by the treasurer, and executed by: (i)prior to the first meeting of the Association after the Period of Declarant Control, the sole member of the Board of Managers; or (ii) after the first meeting of the Association after the Period of Declarant Control, two members of the Board of Managers, one of whom may be the treasurer. Section 5.9. Execution of Instruments. All agreements, contracts,deeds, leases, checks, notes and other instruments of the Association may be executed by any person or persons as may be designated by resolution of the Board of Managers,including the Managing Agent. Any officer may prepare, execute,certify and record duly adopted amendments to the Declaration on behalf of the Association. Section 5.10. Statements of Unpaid Assessments. The treasurer, assistant treasurer, a Managing Agent employed by the Association or,in their absence, any officer having access to the • books and records of the Association may prepare, certify, and execute statements of unpaid assessments, in accordance with Section 316 of CIOA. The amount of the fee for preparing statements of unpaid assessments and the time of payment shall be established by resolution of the Board of Managers. Any unpaid fees may be assessed as a Common Expense Assessment against the Unit for which the certificate or statement is furnished. ARTICLE 6. INDEMNIFICATION OF MEMBERS OFTHE BOARD OF MANAGERS AND OFFICERS Section 6.1. Actions Other than by or in the Right of the Association. The Association shall indemnify any person who was or is a party,or is threatened to be made a party to any pending or completed action,suit or proceeding,whether civil,criminal,administrative or investigative(other than an action by or in the right of the Association)by reason of the fact that he or she is or was a member of the Board of Managers, officer, Managing Agent, employee, fiduciary, or agent of the Association, who is or was serving at the request of the Association in such capacity, against expenses (including expert witness fees, attorneys' fees and costs)judgments, fines, amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding,if he or she acted in good faith and in a manner that he or she reasonably believed to be in the best interests of the Association, and,with respect to any criminal action or proceeding,had no reasonable cause to believe his or her conduct was unlawful. Determination of any action, suit • or proceeding by judgment,order,settlement or conviction,or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a CO DOGS A 40849 v 3 13 • manner he or she reasonably believed to be in the best interests of the Association and,with respect to any criminal action or proceeding, had reasonable cause to believe his or her conduct was unlawful. Section 6.2. Actions by or in the Right of the Association. The Association shall indemnify any person who was or is a party or who is threatened to be made a party to any pending or completed action or suit by or in the right of the Association to procure judgment in its favor by reason of the fact that such person is or was a member of the Board of Managers,officer,Managing Agent, employee, fiduciary, or agent of the Association, or is or was serving at the request of the Association in such capacity, against expenses (including expert witness fees, attorneys' fees and costs) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in the best interests of the Association; but no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence, recklessness, or willful misconduct in the performance of his or her duty to the Association unless, and to the extent that, the court in which such action or suit was brought determines upon application that(despite the adjudication of liability),in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses. Section 6.3. Successful on the Merits. To the extent that a member of the Board of Managers, officer, Managing Agent, employee, fiduciary, or agent of the Association has been • wholly successful on the merits in defense of any action, suit or proceeding referred to in Sections 6.1 or 6.2 of this Article 6,or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including expert witness fees, attorneys' fees and costs) actually and reasonably incurred him or her in connection therewith. Section 6.4. Determination Required. Any indemnification under Sections 6.1 or 6.2 of this Article 6(unless ordered by a court)and as distinguished from Section 6.3 ofthis Article 6,shall be made by the Association only as authorized by the specific case upon a determination that indemnification of such person is proper in the circumstances, because such person has met the applicable standard of conduct set forth in Sections 6.1 or 6.2 above. Such determination shall be made by the Board of Managers by majority vote of a quorum consisting of those members of the Board of Managers who were not parties to such action, suit or proceeding or, if a majority of disinterested members of the Board of Managers so directs, by independent legal counsel or by members entitled to vote thereon. Such determination shall be reasonable, based on substantial evidence ofrecord,and supported by a written opinion. The Board of Managers shall provide a copy of its written opinion to the person seeking indemnification upon request. Section 6.5. Paa orient in Advance of Final Disposition. The Association shall pay for or reimburse the reasonable expenses incurred by a former or current member of the Board of Managers,officer,Managing Agent,employee,fiduciary,or agent of the Association who is a party to a proceeding in advance of final disposition of the proceeding if. (a) such person furnishes to the • Association a written affirmation,executed personally or on such person's behalf,of his or her good faith belief that he or she has met the standard of conduct described in Sections 6.1 or 6.2 of this CO DOCS A 40849 v 3 14 • Article 6; (b) such person furnishes to the Association a written agreement, executed personally or on such person's behalf, to repay the advance if it is ultimately determined that he or she did not meet the required standard of conduct; and(c)a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article. The undertaking required in this paragraph shall be an unlimited general obligation of the Board of Managers but need not be accepted by a particular Board member or officer or may be accepted without reference to financial ability to make repayment. Section 6.6. No Limitation of Rights. The indemnification provided by this Article 6 shall not be deemed exclusive of nor a limitation upon any other rights to which those indemnified may be entitled under any bylaw,agreement,vote of the members or disinterested members of the Board of Managers,or otherwise,nor by any rights which are granted pursuant to CIOA and the Non-Profit Act. Section 6.7. Directors and Officers Insurance. The Association shall purchase and maintain insurance on behalf of any person who is or was a member of the Board of Managers or an officer of the Association against any liability asserted against him or her and incurred by such person in any such capacity or arising out of his or her status as such,whether or not the Association would have the power to indemnify such person against such liability under provisions of this Article 6. • ARTICLE 7. BYLAWS Section 7.1. Amendments. These Bylaws may be amended by a vote of a majority of a quorum of the Board of Managers at a regular or special meeting of the Board of Managers. These Bylaws may be amended at any regular meeting of the Unit Owners or at any special meeting called for the purpose of amending the Bylaws,by the affirmative vote of a majority of a quorum of Unit Owners present at the meeting in person or represented by proxy and eligible to vote. Any amendment shall be binding upon every Unit Owner. Any provision of these Bylaws adopted at a regular or special meeting of the Unit Owners may thereafter only be amended at a regular or special meeting of the Unit Owners. The Unit Owners shall have no power to amend the Bylaws in such a manner as to materially change the configuration or size of any Unit,to materially alter or modify the appurtenances to any Unit,or to change the proportion or percentage of any Unit Owner's interest in the Common Elements, without the unanimous consent of all Unit Owners directly affected thereby. No amendment shall serve to shorten the term of any member of the Board of Managers, or conflict with CIOA or delete any provision which must be contained in these Bylaws under the terms of CIOA,or conflict with the Articles of Incorporation of the Association or the Declaration. Section 7.2. Compliance with CIOA. These Bylaws are intended to comply with the requirements of CIOA. If any of these Bylaws conflict with the provisions of CIOA,the provisions of CIOA will govern the Association. • Section 7.3. Conflict between Documents. In the case of any conflict between the Rules and Regulations and the Articles of Incorporation of the Association, these Bylaws, or the CO DOCS A 40849 v 3 15 • Declaration,the Articles of Incorporation of the Association,these Bylaws or the Declaration shall control. In the case of any conflict between the Articles of Incorporation of the Association and these Bylaws, the Articles of Incorporation of the Association shall control. In the case of any conflict between the Declaration and these Bylaws or the Articles of Incorporation of the Association,the Declaration shall control. ARTICLE 8. COMMITTEES The Board of Managers may appoint such committees as deemed appropriate which, to the extent provided for in the resolution appointing the Committee and allowed by law, shall have the powers of the Board of Managers in the management and affairs and business of the Association. ARTICLE 9. BOOKS AND RECORDS Section 9.1. Records and Audits. The Association shall maintain financial records. The cost of any audit or review shall be a Common Expense unless otherwise provided in the Declaration. An audit or review shall be done no less often than once every three years, unless otherwise provided for in the Declaration. • Section 9.2. Examination. All records maintained by the Association or the Managing Agent shall be available for examination and copying by any Unit Owner or by any of their duly authorized attorneys, at the expense of the person examining the records, during normal business hours and after reasonable notice. The Board of Managers may impose restrictions on the commercial or any other use of any list of Unit Owners obtained pursuant to this Article 9 that is not directly related to Association business. Section 9.3. Records. The Association shall keep the following records: (a) An account for each Unit,which shall designate the name and address of each Unit Owner, the name and address of each mortgagee who has given notice to the Association that it holds a mortgage on the Unit, the amount of each Common Expense Assessment, the dates on which each Assessment comes due, the amounts paid on the account and the balance due; (b) The current operating budget; (c) A record of insurance coverage provided for the benefit of Unit Owners and the Association; (d) Tax returns for state and federal income taxation; • CO DOGS A 40849 v 3 16 • (e) Minutes of proceedings of incorporators, Unit Owners, Board of Managers and its committees, and waivers of notice; (f) A copy of the most current versions of the Articles of Incorporation, Declaration,these Bylaws,Rules and Regulations,and resolutions ofthe Board ofManagers, along with their exhibits and schedules; and (g) Such other records as the Board of Managers shall determine from time to time are necessary or desirable. Section 9.4. Roster. In addition to keeping the other records listed in this Article 9, the Association shall annually compile a roster of the name and address of each of its Members (the "Roster"). The Association shall provide a copy of the Roster to any Member upon: (i) receipt of a written request from such Member, stating the reason for the request; and (ii) execution by the Member, and receipt by the Association, of a confidentiality agreement and affidavit ("Confidentiality Agreement"), in a form reasonably acceptable to the Association, stating that the Roster will be used only for purposes reasonably related to the Member's interest in the Association. Each Member who requests and receives a copy of the Roster thereby agrees that he or she will not make any commercial use of the Roster and will not distribute a copy of the Roster or any portion thereof to any third party. The Association may establish and charge a reasonable fee for processing and issuance of any Roster requests and Confidentiality Agreements,and payment of any expenses • associated therewith. ARTICLE 10. CORPORATE SEAL The Association may have a seal or stamp in circular form having within its form the words: "the Timbers Club at Snowmass Owners Association, Inc." ARTICLE 11. FISCAL YEAR The fiscal year of the Association shall begin on the first day of January and end on the 31 st day of December of every year, except that the first fiscal year shall begin on the date of incorporation. The Board of Managers may by amendment to the Bylaws establish a different fiscal year for the Association. ARTICLE 12. RULES AND REGULATIONS The Board of Managers shall have the right to establish, amend, and enforce, from time to time, such Rules and Regulations as the Board of Managers may deem necessary and appropriate • forthe management,preservation,safety,control,and orderly operation ofthe Condominium Project for the benefit of all Unit Owners and Occupants, and for facilitating the greatest and most CO DOCS A 40849 v 3 17 • convenient availability and use of the Units and Common Elements by Unit Owners and Occupants. Such Rules and Regulations may include a system of late charges and/or interest for untimely payment of Assessments, fees for review by the Association of matters required under the Declaration, and fees and fines for noncompliance with the Rules and Regulations and other obligations set forth in the Declaration and these Bylaws. The Board of Managers shall provide notice of the adoption or amendment of any Rules and Regulations and make such amended Rules and Regulations available for inspection by all Unit Owners, Occupants, contract purchasers and Eligible First Mortgagees during convenient weekday business hours at the principal office of the Association. Such Rules and Regulations may, to the extent not in conflict with the provisions of the Declaration, the Articles of Incorporation of the Association and these Bylaws, impose reasonable restrictions upon the use and occupancy of any portion of the Condominium Project as the Board of Managers, in its sole and absolute discretion,deems necessary and appropriate. Each Unit Owner agrees that all his or her ownership rights shall be in all respects subject to the Rules and Regulations, and each Unit Owner agrees to obey such Rules and Regulations as the same may lawfully be amended from time to time, and to ensure that the same are faithfully observed by Occupants of his or her Unit. Each person who comes within the Condominium Project shall be subject to the Rules and Regulations for the duration of his presence therein. A copy of the Rules and Regulations,as amended from time to time,shall be made available to Unit Owners,Occupants, contract purchasers and Eligible First Mortgagees upon request and payment of a reasonable fee. • ARTICLE 13. MEMBERSHIP RIGHTS AND PRIVILEGES Section 13.1. Rights and Privileges of Members. No member shall have the right,without the prior approval of the Board,to exercise any of the powers or to perform any of the acts delegated to the Board by these Bylaws or the Declaration. Each member shall have all of the rights and privileges, including but not limited to property rights and easement rights of access over and use and enjoyment of the Common Elements,granted to the members by the Declaration,subject to such limitations as may be imposed in accordance therewith. Section 13.2. Suspension of Rights. The Association shall have the right to suspend the rights and privileges of an Owner as a member of the Association for the period during which any Assessment owed by such Owner remains unpaid and delinquent. ARTICLE 14. INTERPRETATION The provisions of these Bylaws shall be liberally construed to ensure that the Condominium Project shall at all times be operated and maintained in a manner so as to optimize and maximize its enjoyment and utilization by each Unit Owner and Occupant. • CO DOCS A 40849 v 3 18 • The undersigned, being all of the members of the Board of Managers of the Timbers Club at Snowmass Owners Association Inc. have approved and executed these Bylaws as of the_day of 2000. David A.Burden,Member of the Board of Managers Mark Norris, Member of the Board of Managers • • CO DOCS A 40849 v 3 19 CLUB RULES, REGULATIONS AND RESERVATION PROCEDURES • OF THE TIMBERS CLUB AT SNOWMASS OWNERS ASSOCIATION,INC. • CO_DOCS A 52730 v 5 • TABLE OF CONTENTS ARTICLE 1 INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I ARTICLE 2 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE 3 RESERVATION PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section3.1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 3.2 Winter Season Planned Vacations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 3.3 Summer Season Planned Vacations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 3.4 Day Us e . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 3.5 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 ARTICLE 4 TRANSFER AND INTERNAL EXCHANGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 4.1 Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 4.2 No Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 4.3 Internal Exchanging of Planned Vacations . . . . . . . . . . . . . . . . . . . . . . . . 8 ARTICLE 5 PAYMENT OF CLUB ASSESSMENT AND OTHER FEES . . . . . . . . . . . . . . . . 9 Section 5.1 Payment Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 • Section 5.2 No Reservations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 5.3 Use Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 5.4 Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 ARTICLE 6 OCCUPANCY OF CLUB UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 6.1 Check-In and Check-Out Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 6.2 Failure to Vacate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 6.3 Inventory of Club Unit FurnishinPss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 6.4 Housekeeping Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 6.5 Keys: Parking Access Cards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 6.6 Emergencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 6.7 Club Vehicles and Public Transportation . . . . . . . . . . . . . . . . . . . . . . . . 11 ARTICLE 7 GENERAL USE RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 7.1 Personal Prope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 7.2 Obstruction of Common Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 7.3 Exterior Surfaces of Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 7.4 Storage in Common Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 7.5 Prohibited Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 7.6 Disposal of Refuse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 7.7 Conduct of Occupants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 7.8 Complaints: Violations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 • Section 7.9 No Pets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 CO DOCS A 52730 v 5 i • Section 7.10 No Smoking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 7.11 Parking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 7.12 Club Facilities and Amenities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ARTICLE 8 INSPECTION OF ASSOCIATION RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ARTICLE 9 DEATH, DIVORCE AND BANKRUPTCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 9.1 Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 9.2 Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 9.3 Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 9.4 Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ARTICLE 10 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 10.1 Additional Club Rules: Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 10.2 Authority: Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 10.3 Superseding Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 • • CO DOCS A 52730 v 5 11 • THE TIMBERS CLUB AT SNOWMASS OWNERS ASSOCIATION, INC. CLUB RULES, REGULATIONS AND RESERVATION PROCEDURES THESE CLUB RULES, REGULATIONS, AND RESERVATION PROCEDURES (these "Club Rules"), are promulgated and effective as of the day of 2000 (the "Effective Date"). ARTICLE 1 INTRODUCTION These Club Rules govern the reservation, use and occupancy of the Club Units and their contents, use and occupancy of the Social Units and Condominium Units, and the Common Elements and Limited Common Elements of the Timbers Club of Snowmass, Town of Snowmass Village, Colorado, appurtenant thereto (the"Timbers Club"). They shall remain in effect until amended by the Board of Directors of the Timbers Club at Snowmass Owners (the "Association"), and shall apply to and be binding upon all Owners and Occupants; except that Articles 3, 5, 6 and Section 4.3 herein shall not apply to the Owners or Occupants of Social Units or of Condominium Units. Owners and Occupants shall at all times comply with these Club Rules and use their best efforts to ensure that such Club Rules are fully and faithfully observed • by other Owners and Occupants. These Club Rules are subordinate to the Condominium Declaration for the Timbers Club at Snowmass (the"Declaration"). In the event of any conflict between these Club Rules and the Declaration, the Declaration shall control. ARTICLE 2 DEFINITIONS Section 2.1 Unless otherwise specifically defined in the Club Rules, all terms used in these Club Rules have the meanings given to them in the Declaration. For your convenience in reading and understanding these Club Rules, certain key definitions contained in the Declaration are also set forth below, together with some additional definitions: Section 2.2 "Club Category"means the type of Club Unit in which a Member has purchased an interest, either a four bedroom or a three bedroom Club Unit. Section 2.3 "Club Interest'means an undivided interest as tenant-in-common in a Club Unit(four-bedroom or three-bedroom)together with the exclusive right to possession and occupancy of a comparable Club Unit during a specified number of weeks reserved by the Club Member pursuant to the Reservation Procedures outlined in Article 3, below. A Club Interest includes privileges for the Club Member, his or her spouse, and dependent children under the age of 25. Section 2.4 "Club Member"or"Member"means the Owner vested with legal title to • a Club Interest. CO DOCS A 52730 v 5 • Section 2.5 "Club Week"means a period of exclusive possession and occupancy of a Club Unit reserved pursuant to the Club Rules. Club Weeks for each Club Unit are established each year for the dates set forth in the Club Calendar. Club Weeks will consist of seven (7) consecutive days beginning on a Saturday with arrivals and departures to occur on Saturdays. Section 2.6 "Club Year"means the period from November 1" each year to October 31" of the succeeding year. Section 2.7 "Managing Agent"means the person, firm, corporation or other entity employed or engaged as an independent contractor pursuant to a Management Agreement to perform management services for the Association. The Managing Agent for the Timbers Club is currently: Snowmass Lodging Company, a Colorado corporation, P.O. Box 6077, Snowmass Village, Colorado 81615. Section 2.8 "Membership Group Letter." Each Member will also receive a Membership Group Letter based on their Membership Number and Club Category. For example, upon the sale of all 36 Three Bedroom Club Memberships, there will be eight(8) Membership Groups (A-H) that will be utilized by the Rotational Reservation System in allocating Planned Vacation times. Membership Numbers 1-8 will be assigned to Group A,Numbers 9-16 will be assigned to Group B, and so on. Until all Club Interests have been sold, the size of each group and number of groups may fluctuate,but the usage described herein will not be affected. The • Membership Group Letters, like the Membership Numbers, will never change. Section 2.9 "Membership Number." At the time of purchasing a Club Interest, each Member will be assigned the next available Membership Number which corresponds to when they purchase and their Club Category(i.e. the first buyer of a three-bedroom Club Interest will receive#1, the second buyer will receive#2, and so on). If a Member wishes, they may choose a higher Membership Number than that which would otherwise be assigned in order to ensure a higher reservation priority in a specific, upcoming year. Membership Numbers will be used by the Rotational Reservation System to allocate Planned Vacation times for those rare weeks when demand for Club Units may exceed supply. Each Member's Membership Number will never change. Section 2.10 "Occupant"means any member of an Owner's family or an Owner's guests, invitees, servants, tenants, employees, or licensees who occupy a Unit or are on the Common Elements of the Timbers Club for any period of time. Section 2.11 "Off Seasons"means those periods between the Winter and Summer Seasons when Members may use a Club Unit on a Space Available and Short Notice basis. During these periods, which occur in the spring and fall, the Timbers Club will completely close for approximately two weeks in order to perform maintenance and cleaning of the entire Timbers Club, its Units and Common Areas. • CO_DOCS A 52730 v 5 2 • Section 2.12 "Planned Vacation"means those pre-reserved Club Weeks when a Member can use the Club Unit(s)of his or her Club Category or send Unaccompanied Guests to use those Club Unit(s) at no additional charge, except for the published housekeeping fees, gratuity fees and incidental charges of the Timbers Club, as outlined in Section 5.4,below. Members have the opportunity to reserve up to 28 days of Planned Vacations each Club Year(14 days in the Winter Season and 14 days in the Summer Season). Winter Season Planned Vacations may be reserved only during the Planned Vacation Reservation Period for the Winter Season, and Summer Season Planned Vacations may be reserved only during the Planned Vacation Reservation Period for the Summer Season. Section 2.13 "Planned Vacation Reservation Periods"means: (i)the 30-day period from June 1"to July 151 of each year, during which Members can reserve their Planned Vacations for the upcoming Winter Season; and (ii) the 30-day period from March 1"to April 1" of each year, during which Members can reserve their Planned Vacations for the upcoming Summer Season. Section 2.14 "Rotational Reservation System"— A Rotational Reservation System has been established to insure that use of the Timbers Club by its Members is fair. This system is described further in Schedule 1 (Four Bedroom Club Units) and in Schedule 2 (Three Bedroom Club Units) and includes an illustration of the rotating process. Section 2.15 "Sleeping Capacity"means the number of persons permitted to lodge in a • Club Unit. The Sleeping Capacity of a Club Unit is the number of bedrooms times two, plus the number of sleeper sofas times two. Infants are not included in the Sleeping Capacity count and, if additional sleeping space is requested, rollaway beds are available (and will increase Sleeping Capacity by the number of rollaway beds requested). Section 2.16 "Space Available" and "Short Notice" Vacations." Space Available and Short Notice Vacations are all the remaining vacation times available to Members after all Planned Vacations have been booked and confirmed with the Club's Members. On August 1 st for Winter Seasons(and May 1 st for Summer Seasons) Members may begin booking Space Available and Short Notice Vacations on a first-come, first-served basis for the upcoming season, and may continue to due so at any time during that season. (a) "Space Available." Space Available Vacations are a way for Members to book an additional week of vacation well in advance of their arrival. Members may reserve with the Club's reservation office a one week Space Available Vacation, and may book multiple Space Available Vacations during the course of a season. However,Members may only have booked one Space Available Vacation at a time. Once Members use their Space Available Vacation they may then book another. (b) "Short-Notice." Short Notice Vacations are a way for Members to book spur-of- the-moment vacations. While a Space Available Vacation may be reserved months in • advance, Short Notice Vacations may only be booked within 16 days of a Member's CO DOCS A 52730 v 5 3 • arrival. Members simply need to contact the Club's reservation office within 16 days of their arrival to check availability and reserve a residence. There is no limit to the number of Space Available and Short Notice Vacations a Member may take. While some Members may use the Timber Club less often, others will use it more often. Section 2.17 "Summer Season" means the period of time beginning in mid-May of each year and ending in mid-October of each year. The Association will determine and publish annually the exact opening and closing dates for each Summer Season. Section 2.18 "Unaccompanied Guest"means any guest who lodges at the Timbers Club without a Member during a Member's Planned Vacation at the request of such Member. A Member requesting lodging for an Unaccompanied Guest(a"Sponsoring Owner")must provide the Club's reservation office with written notice of the Unaccompanied Guest's name, address and telephone number at least 14 days prior to such guest's arrival so that the Club's reservation office can send a notice to that Unaccompanied Guest, confirming the terms of their stay at the Timbers Club. Unaccompanied Guests are required to pay all housekeeping fees, gratuity fees and incidental charges upon checkout unless payment has been arranged in advance by the Sponsoring Owner. The Sponsoring Owner is responsible for any damages to Timbers Club facilities caused by their Unaccompanied Guests. The number of persons lodged with an Unaccompanied Guest in a Club Unit cannot exceed the Sleeping Capacity of that Club Unit. • While a guest accompanied by a Member may visit the Club Unit at any time, including Space Available Vacations, an Unaccompanied Guest may only use the Club Unit and Club amenities during a Member's Planned Vacations. Section 2.19 "Winter Season" means the period of time beginning no later than the published winter opening date of the Snowmass Ski Resort and ending no earlier than the published winter closing date of the Snowmass Ski Resort. The Association will determine and publish annually the exact opening and closing dates of each Winter Season. ARTICLE 3 RESERVATION PROCEDURES Section 3.1 The Timbers Club reservation procedures have been designed to insure that all Members have equal access to their Club Category, and have been carefully formulated in an attempt to be fair and equitable to all Members. Each Member is allowed to use the Timbers Club for: (a)Planned Vacations during the Winter Season; (b)Planned Vacations during the Summer Season; and (c) such Space Available Vacations and Short Notice Vacations as may be reserved in accordance with the rules for making such reservations set forth below. Each Planned Vacation will be for up to two(2) Club Weeks in each Season. Each Member shall designate one individual who carries the responsibility of submitting the Planned Vacation reservation form to the Club's reservation offices in a timely manner to secure their priority booking of Planned Vacations. • CO DOCS A 52730 v 6 4 • As permitted in the Declaration and Association's Bylaws, the Association reserves the right to alter these reservation procedures from time to time as conditions warrant. Changes that intentionally discriminate against use of any Club Category are not permitted. Although the deed to a Club Interest may show a specific Unit number, Members are purchasing the right to use a Unit in a Club Category and may not stay in the Unit listed on the deed. Section 3.2 Winter Season Planned Vacations Section 3.2.1 Reservation Forms. On or before June I" of each year, the Club's reservation office will mail to all Members, a Planned Vacation reservation form, requesting that Members select Planned Vacation dates for the upcoming Winter Season. Each Member's Membership Number and corresponding Membership Group Letter will be noted on that form by the Club's reservation office. If the Planned Vacation reservation form for the Winter Season is not received by the Member by June 14th, the Member should immediately notify the Club's reservation office. (a) On or before July V of each year, Members will have returned the completed Planned Vacation reservation forms for the Winter Season to the Club's reservation office. It is the Member's responsibility to • complete and return the Planned Vacation reservation form by July 1"to preserve priority rights for the upcoming Winter Season. If the Planned Vacation reservation forms are received after ul 1", they will be handled on a first-come, first-served basis after all Planned Vacation reservation forms received in a timely manner have been processed. Section 3.2.2 Priority Assignment of Club Weeks. On uJ ly 2nd,the Club's reservation office will begin booking each Member's requested Planned Vacation times by utilizing the Rotational Reservation System fully described in Schedules 1 and 2. This will be done as follows: (a) First Club Week of Planned Vacation—The Club's reservation office will initially book each Member's first requested Planned Vacation period of up to one Club Week. If demand for a time period happens to exceed the supply of lodging, then the lowest Membership Number will be confirmed first. (b) Second Club Week of Planned Vacation—After the first Club Week of Planned Vacation is confirmed for all Members in a Club Category, reservations are then confirmed for up to an additional Club Week. During this confirmation process for each Member's second Planned Vacation period, Members wishing to book their two Club Weeks • consecutively, may do so at this time. When demand for certain dates CO DOCS A 52730 v 5 5 • exceeds lodging supply, the Memberships with the highest Membership Number will be confirmed first. Section 3.2.3 Written Confirmation. By August 1", the Club's reservation office sends written confirmation of the Planned Vacations for the Winter Season to each Member. Additionally, each Member will receive a reservation calendar illustrating which dates have been reserved by Members and which are available for Space Available and Short Notice Vacation reservations. Members may now begin booking Space Available and Short Notice Vacations anytime during the Winter Season on a first-come first-served basis. Section 3.3 Summer Season Planned Vacations Section 3.3.1 Reservation Forms. On or before March 1"of each year the Club's reservation office will mail to all Members, a Planned Vacation reservation form,requesting that Members select Planned Vacation dates for the upcoming Summer Season. Each Member's Membership Number and corresponding Group Letter will be noted on that form by the Club's reservation office. If the Planned Vacation reservation form is not received by the Member by March 14th, the Member should immediately notify the Club's reservation office. (a) On or before Apffl 1"of each year Members will have returned the completed Planned Vacation reservation forms for the Summer Season to the Club's reservation office. It is the Member's responsibility to • complete and return the Planned Vacation reservation form by April 1"to preserve priority rights for the upcoming Summer Season. If the Planned Vacation reservation forms are received after April I` they will be handled on a first-come, first-served basis after the Planned Vacation reservation forms received in a timely manner have been processed. Section 3.3.2 Priority Assignment of Club Weeks. On April 2"d, the Club's reservation office will begin booking each Member's requested Planned Vacation times by utilizing the Rotational Reservation System fully described in Schedules 1 and 2. This will be done as follows: (a) First Club Week of Planned Vacation—The Club's reservation office will initially book each Member's first requested Planned Vacation period of up to one Club Week. If demand for a time period happens to exceed the supply of lodging, then the lowest Membership Number will be confirmed first. (b) Second Club Week of Planned Vacation—After the first Club Week of Planned Vacation is confirmed for all Members in a Club Category, reservations are then confirmed for up to an additional Club Week. During this confirmation process for each Member's second Planned • Vacation period, Members wishing to book their two Club Weeks CO DOCS A 52730 v 5 6 • consecutively, may do so at this time. When demand for certain dates exceeds lodging supply, the Memberships with the highest Membership Number will be confirmed first. Section 3.3.3 Written Confirmation. By May V, the Club's reservation office sends written confirmation of the Planned Vacations for the Summer Season to each Member. Additionally, each Member will receive a reservation calendar illustrating which dates have been reserved by which Members and which periods are available for Space Available and Short Notice Vacation reservations. Members may now begin booking Space Available and Short Notice Vacations anytime during the Summer Season on a first-come first-serve basis. Section 3.4 Day Use Members,Unaccompanied Guests and Guests accompanied by a Member while the Member is in residence have unlimited use of the Timbers Club's amenities and services (lounge, swimming pool, locker room and health club). Members should contact the Club reservation office prior to the intended day of use to assess availability of services and amenities. The Association has the right to restrict day use and the number of day use guests accompanying a Member. Section 3.5 Miscellaneous • Section 3.5.1 Reservation Request. Except as otherwise provided herein, all written reservation forms and requests shall be sent to the Club's reservation office via first-class mail at the following address, or at such other address as the Association designates from time to time by written notice to all Members: The Timbers Club at Snowmass Owners Associations, Inc. c/o Snowmass Lodging Company P. O. Box 6077 Snowmass Village, Colorado 81615 Attention: Club Reservations Phone: Fax: Section 3.5.2 Cancellation/Failure to Cancel or Use. If a Member wishes to cancel a Planned Vacation,but retain the usage rights associated with the canceled Planned Vacation, a written request for cancellation must be received by the Club's reservation office, at least 16 days prior to the Member's scheduled arrival at the Timbers Club. If the notice of cancellation is not received in writing at least 16 days prior to the scheduled arrival, the Association will deem all of the Planned Vacation days for which proper notification was not received to have been used. There is no guarantee that, even if proper notice of cancellation is given, the canceling Member will be able to secure another reservation in that same Club Year, • unless another Member is deemed to have used the entire Club Week for which the reservation CO_DOCS_A 52730 v 5 7 • was made, or another Member reserves that Club Week after notice of cancellation was received, in which case the canceling Member is entitled to request the reservation of another Club Week in the same Club Year on a space-available basis. If a Member fails to check in at the Timbers Club for a Space Available Vacation, without giving notice to the Club's reservation office at least 10 days prior to such Member's scheduled check in, the Member must pay a fee set by the Board, pursuant to Section 5.3. Section 3.5.3 No Carry Forward of Use Rights. If, for whatever reason, a Club Member, members of his or her family,his or her guests, tenants, licensees or invitees do not use all of the Club Week(s) that such Member is entitled to reserve or use in a particular Club Year, the unused time cannot be accumulated and carved forward for future use at the Timbers Club, and such Member shall remain responsible for complying with all of the provisions of the Declaration and Club Rules, including but not limited to the payment of all Assessments and other amounts levied by the Association against his or her Club Unit Interest. ARTICLE 4 TRANSFER AND INTERNAL EXCHANGE Section 4.1 Transfers. All transfers of Units and Club Interests within the Timbers Club shall be governed by the terms, conditions and restrictions contained in the Declaration and these Club Rules. Immediately upon any transfer of a Unit or Club Interest as permitted by the Declaration, an Owner shall give written notice thereof, by registered or certified mail, to the • Association. The written notice shall state the name and address of the transferee and shall be accompanied by a non-refundable administrative fee of one hundred dollars ($100.00). Said notice shall also be accompanied by a true and correct copy of the applicable recorded deed or other instrument of transfer,pursuant to which title is vested in the new Owner. Upon any transfer, whether by foreclosure or otherwise, the transferee must pay or cause the seller to pay any delinquent Assessments and late penalties. Section 4.2 No Transfers. Except as to a transfer to a First Mortgagee by foreclosure or deed in lieu of foreclosure, no transfer of a Unit or Club Interest shall be permitted unless and until the proposed transferor is current as to all Assessments due to the Association and is otherwise not in default under any other provision of the Declaration. Any purported transfer of a Unit or Club Interest while an Owner is delinquent or is in default on any other obligation shall be null and void. Section 4.3 Internal Exchangirp of Planned Vacations. Members may exchange their confirmed Planned Vacations with other Members. Members will be provided a reservations calendar after Planned Vacations have been confirmed for the Winter and Summer Seasons, respectively. Exchanges should be arranged directly between Members. Written notice of an exchange must be provided to the Club's reservation offices at least 16 days prior to the arrival date of the Member using the earliest Planned Vacation involved in the exchange. The Association encourages and will make all reasonable efforts to facilitate such exchanges between Members. • CO DOCS A 52730 v 5 8 • ARTICLE 5 PAYMENT OF CLUB ASSESSMENT AND OTHER FEES Section 5.1 Payment Dates. Payment of the annual Club Assessment shall be due in four, quarterly installments, on January 1", April 1", July 1", and October 1"of each year. The Association shall bill each Member quarterly, and shall (if necessary)provide an estimate of any Club Assessment that will be due prior to the commencement of a Member's Planned Vacation, at the time that a reservation request is made for such vacation in accordance with Part II, above. A Member's failure to receive a bill shall not excuse payment of an installment. In addition to all other remedies set forth in the Declaration and Club Rules, failure to pay an installment within thirty(30) days of its due date shall result in the addition of a late fee in the amount of five percent (5%)of the unpaid fee. All unpaid installments and late fees shall bear interest at the rate of eighteen percent (18%)per annum until the unpaid installment(s), late fees and accrued and unpaid interests are paid. Section 5.2 No Reservations. The Association will not allow a Member to make a reservation or to occupy a Club Unit and, upon notice, cancel any reservation previously made by the Member and rent the Club Week previously reserved, if the Member is delinquent on his or her payment of Club Assessments. Section 5.3 Use Fees. In addition to Club Assessments, Members shall be charged fees for extraordinary and mid-week housekeeping services (as described in Section 6.4 below), • as well as other incidental charges attributable to the day-to-day occupancy at the Timbers Club, such as long distance telephone charges and postal charges ("Use Fees"). Unless a Member makes prior arrangements with the Association, Unaccompanied Guests shall be charged Use Fees upon Check-Out Time. Use Fees will be set at rates established by the Association and distributed to Members each year, along with such Member's Planned Vacation reservation forms and will generally be based on the actual cost of such incidental charges and services plus a 25%administrative charge for housekeeping services. The Association may further establish daily occupancy charges from time to time, as Use Fees chargeable to Members who fail to check-in at a Space Available Vacation without adequate prior notice of cancellation. Section 5.4 Cumulative Remedies. All of the remedies granted by the Declaration and Club Rules, specifically including the specific remedies provided for in this Article are cumulative, and the exercise of one right or remedy by the Association shall not impair the Association's right to exercise any other remedy. The Association shall not be limited to the remedies set forth herein and may invoke any other or additional remedies provided for or allowed by the Act, in law or in equity. ARTICLE 6 OCCUPANCY OF CLUB UNITS Section 6.1 Check-In and Check-Out Time. Check-in time shall be 4:00 p.m. ("Check-In Time") Saturdays, on the first day of any Club Week. All Members and Occupants shall vacate and remove all personal belongings from their Club Units no later than 10:00 a.m. • ("Check-Out Time")on the last day of their reserved Club Weeks. The six (6)hour period CO DOCS A 52730 v 5 9 • between Check-Out Time and Check-In Time is to permit the routine cleaning and maintenance of Club Units by the Association. However, a Member or Occupant who has reserved or is otherwise entitled to consecutive Club Weeks in the same Club Unit shall not be required to vacate his or her Club Unit during the period of time between such Check-Out and Check-In Times. Exceptions to the arrival and departure times may be made at any time by the Managing Agent. Section 6.2 Failure to Vacate. If a Member or Occupant fails to vacate his or her Club Unit at the prescribed time, the Association shall take such prompt action as may be necessary to remove such Member or Occupant, together with the personal belongings thereof, from the Club Unit wrongfully occupied. In addition, such Member will be responsible for whatever liquidated damages, costs and expenses are incurred by the Association in connection with such wrongful occupancy as described in the Declaration and these Club Rules including without limitation the expense of providing the arriving Member or Occupant alternative lodging at Little Nell, Aspen, Colorado, plus any incidental charges required to provide the arriving Member or Occupant substantially similar amenities as available at the Timbers Club. Except for belongings left in the Timbers Club's long term recreational equipment storage and personal soft-storage facilities, neither the Association nor the Managing Agent shall be liable or responsible in any manner whatsoever for the value of any personal effects left in a Club Unit or elsewhere in or about the Timbers Club at the end of a reserved Club Week. All such personal effects shall be considered abandoned and may be sold or otherwise disposed of by the Association. • Section 6.3 Inventory of Club Unit Furnishings. Upon Check-In at the Timbers Club, each Member and Occupant will be given an inventory schedule listing all of the Club Unit Furnishings that should be contained within the Club Unit. Each Member and Occupant should inspect his or her Club Unit carefully and promptly report to the Club's reservation office any discrepancies between the inventory schedule and such items as are actually contained within the Club Unit, together with the condition thereof. If a Member or Occupant fails to report any such discrepancy and a particular item is found to be damaged (beyond normal wear and tear) or missing immediately following the termination of such Member's or Occupant's reserved Use Week, such Member or Occupant shall be charged for the cost of repairing or replacing such item. Section 6.4 Housekeeping Service. In general, housekeeping services will be provided to ensure that each Club Unit is clean and neat at the start of a Member's or Occupant's reserved Club Week. The Association reserves the right to provide a mid-week "touch-up"as well. Under ordinary circumstances, there is no separate charge for housekeeping services for Members who reserve a Club Week of seven (7) consecutive days. However, if a Member or Occupant desires additional housekeeping services, or causes additional cleaning or housekeeping services to be required over and above that which would ordinarily be provided, then such Member or Occupant may be charged a Use Fee for such additional service. Section 6.5 Keys: Parking Access Cards. Each Member and Occupant shall return to • the Managing Agent upon Check-Out all keys and parking access cards to his or her Club Unit. CO DOCS A 52730 v 5 10 • Members and Occupants shall be responsible for all lost keys and cards. No Member or Occupant shall alter any lock or install a new lock on the door or access of any Club Unit or Common Element within the Timbers Club. Section 6.6 Emer encies. In case of an emergency originating in or threatening the condition of any Club Unit, Common Element or Club Unit Furnishings, or the health or safety of any person, the Association, through an authorized representative thereof, including but not limited to the Managing Agent, shall have the right to enter any Club Unit for the purpose of remedying or abating such emergency. In order to facilitate such right of entry, the Association and the Managing Agent may retain a pass key to each Club Unit within the Timbers Club. Section 6.7 Club Vehicles and Public Transportation. Club vehicles will be available to transport Members and Occupants,while in residence, to and from Snowmass Village, Aspen, and Pitkin County Airport at no charge on a first-come first-served basis. The Association shall own and maintain a fleet of not less than four(4)passenger vans for use by Members and Occupants. Owners and Occupants are encouraged to use the various forms of public transportation available in the Roaring Fork Valley, including RFTA (Roaring Fork Transit Agency) and the Snowmass Village shuttle system. ARTICLE 7 GENERAL USE RESTRICTIONS • Section 7.1 Personal Propert v. Except while in residence, the personal property of all Club Members shall be stored within the Timbers Club's long-term recreational equipment storage and personal soft-storage facilities, and such other areas as designated for long term storage by the Association. The Association and Managing Agent shall not be responsible for any belongings left by an Owner or Occupant in an undesignated location, including within Units. Section 7.2 Obstruction of Common Elements. There shall be no obstruction of,nor shall anything be stored in, the Common Elements without the prior written consent of the Association or the Managing Agent. No garbage cans, supplies or other articles of any kind shall be placed on the patios, decks, balconies or entry ways,nor shall any linens, cloths, clothing, curtain, rugs, mops, laundry or other articles be shaken or hung from any windows, doors, patios, decks,balconies or entry ways, or be exposed in any part of the Common Elements. The Common Elements shall be kept free and clear of refuse, debris and other unsightly material. No fire exits shall be obstructed. Section 7.3 Exterior Surfaces of Buildings. Except as otherwise may be expressly set forth in the Declaration, no sign, advertisement,notice, other writing, awning, canopy, shutter, screen, radio or television antenna, or other object shall be displayed from, affixed to or placed upon the exterior walls, windows (both exterior and interior), doors or roofs of the Units or from, to or upon any of the Common Elements without the prior written consent of the Association or the Managing Agent. The exterior of the Units and Common Elements shall not be painted, • decorated or in any manner modified without the prior written consent of the Association, which CO DOGS A 52730 v 5 11 • consent may be withheld on purely aesthetic grounds, in the Association's sole discretion; provided, however, that the Declarant under the Declaration shall have such rights with respect thereto as are granted by the Declaration. Section 7.4 Storage in Common Elements. While in residence, the personal property of all Owners and Occupants shall be stored within their Units. No Owner or Occupant shall place or store baby carriages,playpens, wagons, toys or furniture on any part of the Common Elements, except in those areas that may expressly be provided for such purpose. No Owner shall store or leave any boats, trailers, bicycles,mobile homes or other recreational vehicles anywhere within the Project, except in such areas, if any, as may specifically be designated for such items and as expressly approved in advance by the Managing Agent or the Association. Section 7.5 Prohibited Activities Section 7.5.1 No industry, business, trade, occupation or profession of any kind, commercial, religious, educational or otherwise, shall be conducted, maintained or permitted within the Timbers Club, other than those conducted by Declarant or the Association, or otherwise expressly permitted by the Declaration or these Club Rules, as the same may be amended from time to time. Absolutely no solicitation shall be permitted at the Timbers Club, unless specifically authorized in writing by the Association except for solicitation by Declarant in connection with its marketing of Club Unit Interests and Condominium Units. • Section 7.5.2 No Owner or Occupant shall allow anything whatsoever to fall from the windows, patios, decks,balconies, entry ways or doors of the Timbers Club, nor shall he or she sweep or throw from his or her Unit any dirt or other substances outside of his or her Unit or in the Common Elements of the Timbers Club. Section 7.5.3 No Owner or Occupant shall direct, supervise or in any manner attempt to assert control over the employees or other agents of the Managing Agent or the Association. Section 7.5.4 No Owner or Occupant of a Unit shall make or permit any disturbing noises or offensive odors, nor do or permit anything that will interfere with the rights, comfort or convenience of the other Owners and Occupants. No Owner or Occupant shall play upon or suffer to be played upon any musical instrument, or operate or suffer to be operated a stereo, television, radio or sound amplifiers in his or her Unit in such manner as to disturb or annoy other Owners or Occupants. The Association shall have the right to abate all nuisances in or about the Timbers Club. Section 7.5.5 No radio,television installation or other wiring shall be made without the prior written consent of the Association. • CO ROCS A 52730 v 5 12 } • Section 7.5.6 No barbecue grills of any type may be used on balconies, decks, or patios, within Units or on the Common Elements except in areas specifically designated for such use, if any. Section 7.5.7 No inflammable, combustible, explosive or otherwise dangerous fluid, chemical or other substance(including, without limitation, fireworks) shall be kept in any Unit, except such as are required for normal household use. Owners and Occupants shall not allow any illegal materials or substances to be brought upon the Timbers Club or kept in the Units. Section 7.6 Disposal of Refuse. Refuse and bagged garbage shall be deposited only in areas as are expressly provided for such purpose. Section 7.7 Conduct of Occupants. Owners and Occupants shall be responsible for the conduct of members of their families, their guests, tenants, invitees and licensees. Owners and Occupants shall ensure that such persons' behavior is neither offensive to any Owner or Occupant nor damaging to any Unit or portion of the Common Elements or Club Unit Furnishings. All Owners and Occupants are encouraged to observe quiet time in and about the Timbers Club from 10:00 p.m. each evening to 8:00 a.m. the next morning. Section 7.8 Complaints. Violations. Complaints regarding the operation and • maintenance of the Timbers Club and violations of these Club Rules should be made or reported, in writing, to the Managing Agent or the Board of Directors. Section 7.9 No Pet . No pets or animals of any kind may be kept in any Club Unit or elsewhere within the Timbers Club, except properly licensed and certified service animals for disabled persons. Section 7.10 No Smoking. No smoking is permitted in the Club Units or the Timbers Club interior Common Elements and Club facilities. Members smoking in exterior areas will comply with all Club Rules, including without limitation disposal of refuse and prohibition against offensive odors. Section 7.11 Parkin e. No parking shall be permitted within the Timbers Club, except in designated parking areas and during time restrictions adopted by the Association. Section 7.11.1. Based on proximity to a given Unit, each three bedroom Unit shall be designated at least one(1)parking space within the underground parking facility and each four bedroom Unit shall be designated two (2)parking spaces within the underground parking facility. Section 7.11.2. No vehicle (other than Club-owned vehicles)may be left in an exterior parking space for longer than a period of three(3) consecutive hours without permission • by the Association. CO DOCS A 52730 v 5 13 Y • Section 7.12 Club Facilities and Amenities. Rules governing the use of any Club facilities and amenities at the Timbers Club may be adopted by the Association. In general, children under ten (10) years of age shall not be permitted in any swimming pool or jetted spa unless accompanied and supervised by a responsible adult. Pool hours and rules are subject to change at the discretion of the Association. ARTICLE 8 INSPECTION OF ASSOCIATION RECORDS All records maintained by the Association or the Managing Agent are available for examination and copying by an Owner or by his or her duly authorized attorneys, at the expense of the Owner requesting such examination or copies, during normal business hours. Any Owner who seeks to inspect and copy any of the Association's books or records,whether pursuant to the provisions of the Association's Bylaws or any applicable provision of law, shall make such request in writing to the Managing Agent at least five(5)business days prior to the date on which such inspection is sought. Personal inspection of the Association's books and records can be arranged by appointment with the Managing Agent during the Managing Agent's regular business hours. ARTICLE 9 DEATH, DIVORCE AND BANKRUPTCY Section 9.1 Death. Upon the death of an Owner who held an Club Interest or Unit as a • tenant in common with one or more other Owners, the surviving Owner(s) shall within thirty (30)days of the death of an Owner provide written notice to the Association of the death, and the name and address of the personal representative of the estate of the deceased Owner. If the deceased Owner held the Club Interest or Unit as a joint tenant, the surviving joint tenant shall within thirty (30) days of the death of the Owner provide notice of the death to the Association and a copy of the death certificate. The Association may record the death certificate and an affidavit stating that the deceased was a joint tenant in the Club Interest or Unit. Section 9.2 Dissolution. In the event of a dissolution of marriage or of a legal separation of co-Owner's Club Interest or Unit, the Owners shall within thirty (30)days of the date the dissolution of marriage or legal separation is final, provide written notice to the Association that a dissolution of marriage or legal separation has occurred. The written notice shall also contain an explanation of the provisions in the final separation agreement dealing with disposition of the Club Interest or Unit. Section 9.3 Bankruptcv. Any Owner who voluntarily or involuntarily files for bankruptcy shall provide written notice to the Association of the bankruptcy in accordance with the rules of the Bankruptcy Court. Section 9.4 Enforcement. If an Owner fails to provide notice of any of the events for which notice is required by this Article, the Association shall assess a fine of fifty dollars • ($50.00) for each Club Interest or Unit for which such information was not provided. Such fine, if not timely paid shall accrue default interest at the rate set forth from time to time in the Club CO DOCS A 52730 v 5 14 ` Y • Rules for nonpayment of assessments. The Association shall have the authority to waive the fifty dollars ($50.00) fine if in the Association's discretion the circumstances warrant the waiver. ARTICLE 10 MISCELLANEOUS Section 10.1 Additional Club Rules: Amendments. The Association reserves the right to promulgate from time to time such additional rules and regulations and/or to amend these Club Rules as may be deemed necessary or desirable, in the Board's sole discretion, without the consent of the Association's members. Section 10.2 Authority: Enforcement. Pursuant to Paragraph 9.2 of the Declaration, the Association, acting through the Board, has delegated the power and duty to enforce these Club Rules to the Managing Agent; provided, however, that such delegation does not relieve the Association or the Board of any of its obligations under the Declaration, the Articles of Incorporation and Bylaws, or the Club Rules. All Owners and Occupants are subject to and bound by the Association's delegation of its enforcement rights to the Managing Agent. Any duty or power specified to be exercised by the Association or the Board, or right reserved to the Association or the Board, in these Club Rules may therefore be exercised by the Managing Agent. The Association shall be entitled to recover and shall be awarded all monetary fees, fines, late charges, interest, expenses and reasonable attorneys' fees and disbursements, including legal assistants' fees, incurred in connection with the enforcement of these Club Rules. • Section 10.3 ,Superseding Rules. These Club Rules supersede all prior Condominium Unit or Club Unit rules and regulations in full and shall remain in force until superseded by revised rules and regulations promulgated by the Association. • CO DOCS A 52730 v 5 1$ t • SCHEDULEI ROTATIONAL RESERVATION SYSTEM — FOUR BEDROOM CLUB INTERESTS For those uncommon weeks when demand for lodging may exceed supply, the Timbers Club has employed a Rotational Reservation System to ensure all Members have fair and equal access to each of the Club's four-bedroom residences. Rotating Reservation System Each Member will receive a Membership Number based on the order in which he or she purchased a Four Bedroom Club Interest. (For example, the first Four Bedroom Club Interest purchased is labeled #1, the second Four Bedroom Club Interest is labeled #2, ... and the last Four Bedroom Club Interest purchased is labeled#32.) If a Member wishes,he or she may choose a higher Membership Number than that which would otherwise be assigned in order to ensure a higher reservation priority in a specific,upcoming year. Each Membership Number will then be assigned to a Membership Group (A to D). Both the Membership Number and the corresponding Membership Group Letter are established upon purchase of a Four Bedroom Club Interest, and neither will change from year to year. However, until all Club Interests have been sold in each Club Category, the size of each group and number • of groups may fluctuate, but the usage described herein will not be affected. Priority booking of four-bedroom residences for week#1 (for both Winter and Summer Seasons in Year 1)will begin with the lowest Membership Number in Group "A", and will finish with the highest Membership Number in Group "D." Priority booking of four-bedroom residences for week#2 (for both Winter and Summer Seasons in Year 1) will be performed by reversing the order of that for week#1- In other words,priority will begin with the highest Membership Number in Group "D", and will finish with the lowest Membership Number in Group "A." Please refer to the top of the chart on the next page for the complete list of Membership Numbers and their corresponding Membership Group. Beginning with Year 2, and following with every subsequent year thereafter, the Membership Groups will be rotated one position. Therefore, in Year 2,priority will go to Membership Group "B" when booking week#1 and priority will go to Membership Group "C" when booking week #2. In Year 3,priority will go to the Membership Group "C" when booking week #1 and priority will go to Membership Group "B" when booking week#2 , and so on. In the same rotating manner as the Membership Groups above, each Membership Number within each Membership Group will also rotate one position on an annual basis. The following chart illustrates one full cycle of the Rotational Reservation System. • CO DOCS A 52730 v 5 Schedule 1-1 b • One Cycle - Rotational Reservation System Four Bedroom Club Residences Membership Number: 1-8 9-16 17-24 25-32 Group Letter: A B C D Order of Selection: 1 2 3 4 YEAR 1 1st Week A B C D 2nd Week D C B A YEAR 1st Week B C D A 2nd Week C B A D YEAR 1st Week C D A B 2nd Week B A D C YEAR 4 1 st Week D A B C 2nd Week A D C B • • CC DOCS A 52730 v 5 Schedule 1-2 • SCHEDULE2 ROTATIONAL RESERVATION SYSTEM—THREE BEDROOM CLUB INTERESTS For those uncommon weeks when demand for lodging may exceed supply, the Timbers Club has employed a Rotational Reservation System to ensure all Members have fair and equal access to each of the Club's three-bedroom residences. Rotating Reservation System Each Member will receive a Membership Number based on the order in which he or she purchased a Three Bedroom Club Interest. (For example, the first Three Bedroom Club Interest purchased is labeled #1, the second Three Bedroom Club Interest is labeled #2, ... and the last Three Bedroom Club Interest purchased is labeled #288.) If a Member wishes, he or she may choose a higher Membership Number than that which would otherwise be assigned in order to ensure a higher reservation priority in a specific, upcoming year. Each Membership Number will then be assigned to a Membership Group (A to H). Both the Membership Number and the corresponding Membership Group Letter are established upon purchase of a Three Bedroom Club Interest, and neither will change from year to year. However, until all Club Interests have been sold in each Club Category, the size of each group and number • of groups may fluctuate,but the usage described herein will not be affected. Priority booking of three-bedroom residences for week #1 (for both Winter and Summer Seasons in Year 1) will begin with the lowest Membership Number in Group "A", and will finish with the highest Membership Number in Group "H." Priority booking of three-bedroom residences for week#2 (for both Winter and Summer Seasons in Year 1)will be performed by reversing the order of that for week#1. In other words,priority will begin with the highest Membership Number in Group "H", and will finish with the lowest Membership Number in Group "A." Please refer to the top of the chart on the next page for the complete list of Membership Numbers and their corresponding Membership Group. Beginning with Year 2, and following with every subsequent year thereafter, the Membership Groups will be rotated one position. Therefore, in Year 2, priority will go to Membership Group "B"when booking week #1 and priority will go to Membership Group "G"when booking week #2. In Year 3, priority will go to the Membership Group "C"when booking week#1 and priority will go to Membership Group"F"when booking week#2 , and so on. In the same rotating manner as the Membership Groups above, each Membership Number within each Membership Group will also rotate one position on an annual basis. The following chart illustrates one full cycle of the Rotational Reservation System. • CO_DOCS_A 52730 v 5 Schedule 2-1 Y • One Cycle - Timbers Club Rotational Reservation System Three Bedroom Club Residences Membership Number: 1-36 37-72 73-108 109-144 145-180 181-216 217-252 253-288 Group Letter: A B C D E F G H Order of Selection: 1 2 3 4 5 6 7 8 YEAR 1 1st Week A B C D E F G H 2nd Week H G F E D C B A YEAR 2 1st Week B C D E F G H A 2nd Week G F E D C B A H YEAR 3 1st Week C D E F G H A B 2nd Week F E D C B A H G YEAR 1st Week D E F G H A B C 2nd Week E D C B A H G F AR 5 1st Week E F G H A B C D 2nd Week D C B A H G F E YEAR 6 1st Week F G H A B C D E 2nd Week C B A H G F E D YEAR 7 1st Week G H A B C D E F 2nd Week B A H G F E D C YEAR 8 1st Week H A B C D E F G 2nd Week A H G F E D C B • CC DOCS A 52730 v 5 Schedule 2-2 • CONDOMINIUM DECLARATION • FOR THE TIMBERS CLUB AT SNOWMASS • CO DOCS A 33277 v 13 • TABLE OF CONTENTS Pme ARTICLE 1. IMPOSITION OF COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section I.I. Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I Section 1.2. Intention of Declarant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.3. Condominium Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I Section 1.4. Covenants Running With the Land . . . . . . . . . . . . . . . . . . . . . . . . 2 ARTICLE 2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.1. "Act.t.' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.2. "Allocated Interests" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.4. "Assessments" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.5. "Association" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.6. `Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.7. "Bylaws" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.8. "Common Elements" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.9. "Common Expenses Liability" . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 2.10. "Common Expenses" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 • Section 2.11. "Condominium Documents" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.12. "Condominium Map"or"Map" . . . 4 Section 2.13. "Condominium Project"or"Project" . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.14. "Condominium Unit.t.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.15. "Costs of Enforcement.t.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.16. "Declarant.t.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.17. "Declaration" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.18. "Deed" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.19. "Development Rights" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.20. "Eligible First Mortgagee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.21. "First Mortgagee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.22. "Improvement(s).. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.23. "Limited Common Elements" . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.24. "Majority of Owners" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.25. "Management Agreement.t.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.26. "Managing Agent.t.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.27. "Occupant.t.' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.28. "Period of Declarant Control" . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.29. "Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.30. "Plat.t.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.31. "Property„ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.32. "Real Estate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 • Section 2.33. "Records" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 CO DOCS A 33277 v 13 1 • TABLE OF CONTENTS (Con't) Page Section 2.34. "Rules and Regulations" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.35. "Security Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.36. "Social Unit" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.37. "Special Declarant Rights" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.38. "Timbers Club"or"Club" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.39. "Unit" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.40. "Unit Owner"or"Owner" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 ARTICLE 3. DIVISION OF PROJECT INTO CONDOMINIUM OWNERSHIP . . . . . 8 Section 3.1. Division Into Condominium Units . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 3.2. Delineation of Unit Boundaries . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 3.3. Inseparability of Condominium Unit . . . . . . . . . . . . . . . . . . . . . . 8 Section 3.4. Non-partitionability of Common Elements . . . . . . . . . . . . . . . . . 8 Section 3.5. Alterations and Subdivision of Units; Relocation of Boundaries Between Adjoining Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 ARTICLE 4. ALLOCATED INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 4.1. Allocation of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 • Section 4.2. Formulae for the Allocation of Interests . . . . . . . . . . . . . . . . . . . . 9 (a) Undivided Interest in the Common Elements . . . . . . . . . . 9 (b) Common Expenses Liability . . . . . . . . . . . . . . . . . . . . . . . 9 (c) Votes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 4.3. Rounding Convention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 4.4. Effective Date of Reallocation . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 ARTICLE 5. CONDOMINIUM MAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 ARTICLE 6. LEGAL DESCRIPTION AND TAXATION OF UNITS . . . . . . . . . . . . 11 Section 6.1. Contracts to Convey Entered into Prior to Recording of Condominium Declaration and Map . . . . . . . . . . . . . . . . . . . . . 11 Section 6.2. Contracts to Convey and Conveyances Subsequent to Recording of Declaration and Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 6.3. Conveyance Deemed to Describe an Undivided Interest in Common Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 6.4. Separate Tax Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ARTICLE 7. UNIT OWNERS' PROPERTY RIGHTS IN COMMON ELEMENTS . 12 Section 7.1. Common Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 7.2. Limited Common Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 • CO DOCS A 33277 v 13 11 • TABLE OF CONTENTS (Con't) Pape ARTICLE 8. MEMBERSHIP AND VOTING RIGHTS IN ASSOCIATION . . . . . . . 12 Section 8.1. Association Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 8.2. Voting Rights and Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 8.3. Meeting to Approve Annual Budget . . . . . . . . . . . . . . . . . . . . . . 13 Section 8.4. Unit Owners' and Association's Addresses for Notices . . . . . . . 14 Section 8.5. Transfer Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 8.6. Declarant Control of the Association . . . . . . . . . . . . . . . . . . . . . 14 Section 8.7. Required Election of Unit Owners . . . . . . . . . . . . . . . . . . . . . . . 15 Section 8.8. Removal of Members of the Board of Directors . . . . . . . . . . . . 15 Section 8.9. Requirements for Turnover of Declarant Control . . . . . . . . . . . . 15 ARTICLE 9. ASSOCIATION POWERS AND DUTIES . . . . . . . . . . . . . . . . . . . . . . . 17 Section 9.1. Association Management Duties . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 9.2. Association Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 9.3. Actions by Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 9.4. Board of Directors Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 9.5. Right to Notice and Hearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 9.6. Payments to Working Capital Account . . . . . . . . . . . . . . . . . . . 20 • ARTICLE 10. ASSESSMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 10.1. Commencement of Annual Assessments . . . . . . . . . . . . . . . . . . 20 Section 10.2. Annual Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Section 10.4. Special Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Section 10.5. Due Dates for Assessment Payments . . . . . . . . . . . . . . . . . . . . . 21 Section 10.6. Default Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 10.7. Covenant of Personal Obligation for Assessments . . . . . . . . . . . 22 Section 10.8. Lien for Assessments; Assignment of Rents . . . . . . . . . . . . . . . 22 Section 10.9. Remedies for Nonpayment of Assessments . . . . . . . . . . . . . . . . 23 Section 10.10. Purchaser's Liability for Assessments . . . . . . . . . . . . . . . . . . . . 23 Section 10.11. Waiver of Homestead Exemption; Subordination of Association's Lien for Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Section 10.12. Statement of Status of Assessments . . . . . . . . . . . . . . . . . . . . . . 25 Section 10.13. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 ARTICLE 11. MAINTENANCE RESPONSIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 11.1. Unit Owner's Rights and Duties with Respect to Interiors . . . . 25 Section 11.2. Responsibility of the Unit Owner . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 11.3. Unit Owner's Negligence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 11.4. Responsibility of the Association . . . . . . . . . . . . . . . . . . . . . . . . 26 • CO DOCS A 33277 v 13 111 • TABLE OF CONTENTS (Con't) Pape ARTICLE 12. MECHANICS' LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 12.1. Mechanics' Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 12.2. Enforcement by the Association . . . . . . . . . . . . . . . . . . . . . . . . . 27 ARTICLE 13. USE RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 13.1. Use of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 13.2. Use of Common Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 13.3. Prohibition of Increases in Insurable Risks and Certain Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 13.4. Structural Alterations and Exterior Appearance . . . . . . . . . . . . . 28 Section 13.5. Use Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Section 13.6. Limit on Timesharing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 13.7. Restriction on Signs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 13.8. Social Membership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 13.9. Notification by Social Unit Owners. . . . . . . . . . . . . . . . . . . . . . 29 Section 13.10. Restrictions on Use of Parking and Storage Areas . . . . . . . . . . . 31 ARTICLE 14. EASEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 • Section 14.1. Easement of Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Section 14.2. Delegation of Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 14.3. Recorded Easements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 14.4. Easements for Encroachments . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 14.5. Utility Easements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 14.6. Emergency Access Easement . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 14.7. Maintenance Easement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 14.8. Easements of Access for Repair, Maintenance, and Emergencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 14.9. Easements Deemed Created . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 ARTICLE 15. SPECIAL DECLARANT RIGHTS AND ADDITIONAL RESERVED RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Section 15.1. Special Declarant Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 (a) Completion of Improvements . . . . . . . . . . . . . . . . . . . . . 34 (b) Exercise of Development Rights . . . . . . . . . . . . . . . . . . . 34 (c) Sales, Management and Marketing . . . . . . . . . . . . . . . . . 34 (d) Construction Easements . . . . . . . . . . . . . . . . . . . . . . . . . . 34 (e) Master Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 (f) Control of Association and Board of Directors . . . . . . . . 34 (g) Amendment of Declaration . . . . . . . . . . . . . . . . . . . . . . . 34 • (h) Amendment of Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 CO DOCS A 33277 v 13 iv , • TABLE OF CONTENTS (Con't) Pape (i) Signs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 G) Post-Sal es . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Section 15.2. Additional Reserved Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 (a) Dedications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 (b) Use Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 (c) Easement Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 (d) Conversion of Social Units . . . . . . . . . . . . . . . . . . . . . . . 35 (e) Other Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Section 15.3. Limitations on Special Declarant Rights and Additional Reserved Rights . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Section 15.4. Interference with Special Declarant Rights . . . . . . . . . . . . . . . . 35 Section 15.5. Rights Transferable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 ARTICLE 16. RESERVATION OF DEVELOPMENT RIGHTS . . . . . . . . . . . . . . . . . 36 Section 16.1. Expansion Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 16.2. Development and Withdrawal Rights . . . . . . . . . . . . . . . . . . . . . 36 Section 16.3. Amendment of Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Section 16.4. Supplement to the Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 • Section 16.5. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Section 16.6. Maximum Number of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Section 16.7. Construction Easement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Section 16.8. Reciprocal Easements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Section 16.9. Termination of Expansion and Development Rights . . . . . . . . . 39 Section 16.10. Interference With Expansion or Development Rights . . . . . . . . 39 Section 16.11. Transfer of Expansion or Development Rights . . . . . . . . . . . . . 39 ARTICLE 17. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Section 17.1. Coverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 (a) Property Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 (b) Liability Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 (c) Fidelity Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 (d) Other Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 (e) Unit Owners' Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Section 17.2. Required Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Section 17.3. Adjustment of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Section 17.4. Copies of Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 ARTICLE 18. RESTORATION UPON DAMAGE OR DESTRUCTION . . . . . . . . . . 42 Section 18.1. Duty to Restore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 • Section 18.2. Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 CO ROCS A 33277 v 13 v • TABLE OF CONTENTS (Con't) Pape Section 18.3. Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 18.4. Replacement of Less Than Entire Property . . . . . . . . . . . . . . . . 42 Section 18.5. Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Section 18.6. Certificates by the Board of Directors . . . . . . . . . . . . . . . . . . . . 43 Section 18.7. Certificates by Attorneys or Title insurance Companies . . . . . . 43 ARTICLE 19. CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 ARTICLE 20. MORTGAGEE PROTECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 20.1. Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 20.2. Percentage of First Mortgagees. . . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 20.3. Notice of Actions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 20.4. Consent Required. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 20.5. Notice of Objection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Section 20.6. First Mortgagees' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 (a) Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 (b) Cure Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Section 20.7. Limitations on First Mortgagee's Rights . . . . . . . . . . . . . . . . . . 45 • Section 20.8. Special Declarant Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 ARTICLE 21. DURATION OF COVENANTS; AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 21.1. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 21.2. Amendment of Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 21.3. Amendment by Declarant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Section 21.4. Amendment of Other Governing Documents. . . . . . . . . . . . . . . 47 Section 21.5. Execution of Amendments; Expenses . . . . . . . . . . . . . . . . . . . . 47 Section 21.6. When Modifications Permitted . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Section 21.7. Recording of Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Section 21.8. Rights of Eligible First Mortgagees . . . . . . . . . . . . . . . . . . . . . . 47 Section 21.9. Termination of the Condominium Project . . . . . . . . . . . . . . . . . 47 ARTICLE 22. TIMBERS CLUB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Section 22.1. Submission of Condominium Units to the Timbers Club . . . . . 48 Section 22.2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 (a) "Club Assessment" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 (c) "Club Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 (d) "Club Member"or, "Member" . . . . . . . . . . . . . . . . . . . . 49 (e) "Club Unit" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 • (f) "Club Unit Furnishings" . . . . . . . . . . . . . . . . . . . . . . . . . 49 CO ROCS A 33277 v 13 vi • TABLE OF CONTENTS (Con't) Page (g) "Club Week" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 (h) "Club Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 (i) "Reservation Procedures" . . . . . . . . . . . . . . . . . . . . . . . . 49 Section 22.3. Submission of Condominium Unit to Club Ownership . . . . . . . 49 Section 22.4. Conveyance by Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Section 22.5. Legal Description of a Club Interest . . . . . . . . . . . . . . . . . . . . . . 50 Section 22.6. Administration and Management . . . . . . . . . . . . . . . . . . . . . . . . 51 Section 22.7. Powers and Duties of the Association with Respect to Club Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Section 22.8. Club Assessment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Section 22.9. Acceptance; Enforcement; Indemnification . . . . . . . . . . . . . . . . 53 Section 22.10. Cross Use Easements Pertaining to Club Interests . . . . . . . . . . . 54 (a) Cross Use Easement Rights . . . . . . . . . . . . . . . . . . . . . . . 55 (b) Reservation Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . 55 (c) Space Available Club Weeks . . . . . . . . . . . . . . . . . . . . . . 56 (d) Rental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Section 22.11. Right of Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 • ARTICLE 23. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Section 23.1. Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Section 23.2. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Section 23.3. Nonwaiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 23.4. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 23.5. Number and Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 23.6. Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 23.7. Conflicts in Legal Documents . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 23.8. Vesting of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 23.9. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 23.10. Choice of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 23.11. Third Party Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 EXHIBIT A Legal Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AA EXHIBIT B Table of Allocated Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1 EXHIBIT B-I Issues for Class Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B1-1 EXHIBIT B-2 Items of Common Expenses Allocated Among Social Units,Hotel Unit and Club Units . . . . . . . . . . . . . . . . . . . . . . B2-2 EXHIBIT C Easements and Licenses of Record . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1 EXHIBIT D Legal Description of Expansion Property . . . . . . . . . . . . . . . . . . . . . D-1 EXHIBIT E Units Submitted to Timbers Club . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1 CO DOCS A 33277 v 13 vii , • CONDOMINIUM DECLARATION FOR THE TIMBERS CLUB AT SNOWMASS THIS CONDOMINIUM DECLARATION FOR THE TIMBERS CLUB AT SNOWMASS(the"Declaration")dated _,2000,shall be effective upon recordation and is made by the Timbers at Snowmass, L.L.C., a Colorado limited liability company ("Declarant'). Declarant is the owner of certain real property in Pitkin County, Colorado, more particularly described on Exhibit A attached hereto and incorporated herein by this reference(the"Property"). Declarant hereby makes the following grants,submissions,and declarations: ARTICLE 1. IMPOSITION OF COVENANTS Section 1.1. Pu os . The purpose of this Declaration is to create a condominium project known as the Timbers Club at Snowmass(the"Condominium Project'or"Project') by submitting the Property to the condominium form of ownership and use pursuant to the Colorado Common Interest Ownership Act, Article 33.3, Title 38, Colorado Revised • Statutes, as amended and supplemented from time to time (the "Act'), to elect to have the Property treated as a common interest community and thereby subject the Project to the provisions of the Act and not to the general common law of tenancy-in-common, and to establish a uniform plan for the development, sale and ownership of Club Interests in the Units. Section 1.2. Intention of Declarant. Declarant desires to protect the value and desirability of the Condominium Project, to further a plan for the improvement, sale and ownership of the Units and Club Interests in the Condominium Project, to create a harmonious and attractive development and to promote and safeguard the health, comfort, safety, convenience, and welfare of the Owners of Units and Club Interests in the Condominium Project. Section 1.3. Condominium Declaration. To accomplish the purposes and intentions recited above, Declarant hereby submits the Property, together with all improvements, appurtenances, and facilities relating to or located on the Property now and in the future,to condominium ownership under the Act,and hereby imposes upon all of the Property the covenants,conditions,restrictions,easements,reservations,rights-of-way,and other provisions of this Declaration, and Declarant hereby declares that all of the Property shall be held, sold, conveyed, encumbered, leased, rented,occupied, and improved subject to the provisions of this Declaration. • CO DOCS A 33277 v 13 • Section 1.4. Covenants Running With the Land. All provisions of this Declaration shall be deemed to be covenants running with the land,or as equitable servitudes,as the case may be. The benefits,burdens, and other provisions contained in this Declaration shall be binding upon and shall inure to the benefit of Declarant,all Unit Owners,all Owners of Club Interests, and their respective heirs, executors, administrators, personal representatives, successors, and assigns. ARTICLE 2. DEFINITIONS The following words, when used in this Declaration, shall have the meanings designated below unless the context expressly requires otherwise: Section 2.1. "Act" means the Colorado Common Interest Ownership Act as defined in Section 1.1 hereof. In the event the Act is repealed,the Act,on the effective date of this Declaration, shall remain applicable to this Declaration. Section 2.2. "Allocated Interests" means the undivided interest in the Common Elements and the Common Expense Liability and the votes in the Association allocated to each of the Units in the Condominium Project. The formulas used to establish the Allocated Interests are described in Article 4. The Allocated Interests for each Unit are set forth on • Exhibit B. Section 2.3. "Articles of Incorooration"means the Articles of Incorporation of the Timbers Club at Snowmass Owners Association, Inc. as filed with the Colorado Secretary of State. Section 2.4. "Assessments" means the annual, special and default Assessments levied pursuant to this Declaration. Section 2.5. "Association" means the Timbers Club at Snowmass Owners Association, Inc., a Colorado nonprofit corporation, and its successors and assigns. Section 2.6. "Board of Directors"means the governing body of the Association, as provided in this Declaration and in the Articles of Incorporation and Bylaws of the Association and in the Act. Section 2.7. `B w "means any instruments,however denominated, which are adopted by the Association for the regulation and management of the Association,including the amendments thereto. Section 2.8. "Common Elements" means all of the Condominium Project, other than the Units,but including,without limiting the generality of the foregoing,the following • components: CO DOCS A 33277 v 13 2 5/4/0 3:24 PM • (a) the Property; and (b) the Improvements (including, but not by way of limitation, the foundations, columns, girders, beams, supports, perimeter and supporting walls, chimneys,chimney chases,roofs,patios,balconies,elevator(s),entrances and exits, and the mechanical installations of the Improvements consisting of the equipment and materials making up any central services such as power, light,gas,hot and cold water, sewer, cable television, and heating and central air conditioning which exist for use by one or more of the Unit Owners, including the pipes,vents, ducts, flues, cable conduits, wires, telephone wire, and other similar utility installations used in connection therewith), except for the Units; and (c) the yards, sidewalks, walkways, paths, grass, shrubbery, trees, driveways,roadways,landscaping,gardens,parking areas,and related facilities upon the Property; and (d) the pumps, tanks, motors, fans, storm drainage structures, compressors,ducts,and,in general,all apparatus,installations,and equipment of the Improvements existing for use of one or more of the Unit Owners; and (e) in general, all other parts of the Condominium Project designated by • Declarant as Common Elements and existing for the use of one or more of the Unit Owners. The Common Elements shall be owned by the Unit Owners of the separate Units,each Unit Owner of a Unit having an undivided interest in the Common Elements as allocated in Exhibit Section 2.9. "Common Expenses Liability" means the liability for Common Expenses allocated to each Unit pursuant to this Declaration. Section2.10. "Common Expenses"means expenditures made or liabilities incurred by or on behalf of the Association, together with any allocations to reserves, including, without limiting the generality of the foregoing, the following items: (a) expenses of administration, insurance, operation, and management, repair or replacement of the Common Elements except to the extent such repairs and replacements are responsibilities of a Unit Owner as provided in this Declaration; (b) expenses declared Common Expenses by the provisions of this Declaration or the Bylaws; • (c) all sums lawfully assessed against the Units by the Board ofDirectors; CO DOCS A 33277 v 13 3 • (d) expenses agreed upon as Common Expenses by the members of the Association; and (e) expenses provided to be paid pursuant to any Management Agreement. Section2.11. "Condominium Documents"means the basic documents creating and governing the Condominium Project, including, but not limited to, this Declaration, the Articles of Incorporation and Bylaws,the Map,and any procedures,Rules and Regulations, or policies relating to the Condominium Project adopted under such documents by the Association or the Board of Directors. Section 2.12. "Condominium Map" or "MaQ" means that part of this Declaration that depicts all or any portion of the Condominium Project in three dimensions, is executed by the Declarant and is recorded in the Records. A Map and a Plat may be combined in one instrument. In a Map, a "Horizontal Boundary" means a plane of elevation relative to a described benchmark that defines either a lower or upper dimension of a Unit such that the real estate respectively below or above the defined plane is not part of the Unit. In a Map, a"Vertical Boundary"means the defined limit of a Unit that is not a Horizontal Boundary of that Unit. Section 2.13. "Condominium Project" or "Project" means the term as defined in • Section 1.1 hereof. Section 2.14. "Condominium Unit"means the fee simple interest in and to a Unit, together with the undivided interest in the Common Elements appurtenant to the Unit, as allocated in Exhibit B. Section 2.15. "Costs of Enforcement"means all monetary fees,fines, late charges, interest,expenses,costs,including receiver's and appraiser's fees,and reasonable attorneys' fees and disbursements, including legal assistants' fees, incurred by the Association in connection with the collection of Assessments or in connection with the enforcement of the terms, conditions and obligations of the Condominium Documents. Section 2.16. "Declarant" means the Timbers at Snowmass, L.L.C., a Colorado limited liability company, its successors and assigns. Section 2.17. "Declaration"means this Declaration,together with any supplement or amendment to this Declaration,and any other recorded instrument however denominated that exercises a Development Right,executed by Declarant and recorded in the Records. The term Declaration includes all Maps and Plats recorded with this Declaration and all amendments to the Declaration and supplements to the Maps and Plats without specific reference thereto. • CO DOCS A 33277 v 13 4 • Section 2.18. "Deed"means each initial Special Warranty Deed recorded after the date hereof by which Declarant conveys a Unit. Section 2.19. "Development Rights"means all of the expansion rights,withdrawal rights and the development rights set forth in Article 16 of this Declaration, and in the Act. Section 2.20. `Eligible First Mortgagee"means a First Mortgagee that has notified the Association in writing of its name and address and status as a First Mortgagee and has requested that it receive notices provided for in Article 20 entitled"Mortgagee Protections". Section 2.21. "First Mortgagee"means a holder of a Security Interest in a Unit that has priority over all other Security Interests in the Unit. Section 2.22. "Improvement(s) ' means the building(s) (including all fixtures and improvements contained within it) located on the Property in which Units or Common Elements are located. Section 2.23. "Limited Common Elements" means those parts of the Common Elements that are limited to and reserved for the use in connection with one or more, but fewer than all,of the Units. Without limiting the foregoing,the Limited Common Elements shall include any balcony,deck,patio,courtyard or porch appurtenant to and accessible only • from a Unit,any shutters,awnings,window boxes,doorsteps,hallways,lobbies,entryways, stoops, porch, balcony or patio designated or designed to serve a single Unit but located outside the Unit's boundaries,maid/maintenance closets,laundry facilities, storage spaces, parking spaces, and ski lockers outside Units designated as Limited Common Elements in this Declaration or on the Map, if any. If any chute, flue,duct,wire, conduit,bearing wall, bearing column or other fixture lies partially within and partially outside the designated boundaries of a Unit, any portion thereof serving that Unit is a Limited Common Element allocated solely to that Unit, and any portion thereof serving more than one Unit or any portion of the Common Elements is a part of the Common Elements. Limited Common Elements shall include any amenities to the Project including,without limitation,any fitness center,spa pool, indoor and outdoor hot tub(s),clubhouse restroom, and clubhouse lounge. Those areas related to Club services, Club reservations, and administration of the Club and of the Association shall be Limited Common Elements. Limited Common Elements also include any portion of the Common Elements allocated by this Declaration or on the Map as Limited Common Elements. All Limited Common Elements shall be used in connection with the appurtenant Unit(s) to the exclusion of the use thereof by the other Unit Owners, except by invitation. Subject to the Association's overall responsibility for maintenance of the Limited Common Elements, each Unit Owner shall be responsible for routine maintenance and care ofthe walls,ceilings and floors of any balcony or of any other Limited Common Elements appurtenant to and accessible only from the Unit Owner's Unit,and for keeping the same in a good, clean, sanitary, and attractive condition. No reference to Limited Common Elements need be made in any instrument of conveyance or encumbrance • in order to convey or encumber the Limited Common Elements appurtenant to a Unit. CO DOCS A 33277 v 13 5 • Section2.24. "Mai ority ofOwners"means a majority(or any greater percentage that may be specifically required for a particular action or authorization by the terms of this Declaration) of the total voting power of the members of the Association. Section2.25. "Management A ere ement"means any contractor arrangement entered into for purposes of discharging the responsibilities of the Board of Directors relative to the operation, maintenance, and management of the Condominium Project. Section 2.26. "Managing Agent"means a person, firm,corporation or other entity employed or engaged as an independent contractor pursuant to a Management Agreement to perform management services for the Association. Section 2.27. ccu ant"means any member of a Unit Owner's family or a Unit Owner's guests,invitees,servants,tenants,employees,or licensees who occupy a Unit or are on the Common Elements for any period of time, or any other person who occupies a Unit or is on the Common Elements for any period of time as part of the Timbers Club. Section 2.28. "Period of Declarant Control" means the maximum period of time defined and limited by the Act and Section 8.6 of this Declaration during which the Declarant may, at its option, control the Association. Section 2.29. "Person" means an individual, association, partnership, limited • liability company, corporation, trust, governmental agency, political subdivision or any combination thereof. Section 2.30. "Plat"means that part of a Declaration that is a land survey plat asset forth in Section 38-51-102, Colorado Revised Statutes, as amended, depicts all or any portion of the Condominium Project in two dimensions, is executed by the Declarant, and is recorded in the Records. Section 2.31. "Propert y" means the real property described in the attached Exhibit A. Section 2.32. "Real Estate"means any leasehold or other estate or interest in,over, or under land, including structures, fixtures, and other improvements and interests that,by custom,usage or law,pass with the conveyance of land though not described in the contract of sale or instrument of conveyance. Real Estate includes parcels with or without Horizontal Boundaries and spaces that may be filled with air or water. Section 2.33. "Record "means the Office ofthe Clerk and Recorder in every county in which any portion of the Condominium Project is located. Section2.34. "Rules and Regulations ' means the rules and regulations promulgated • by the Board of Directors for the management, preservation, safety, control, and orderly CO DOGS A 33277 v 13 6 • operation of the Condominium Project in order to effectuate the intent and to enforce the obligations set forth in the Condominium Documents, as amended and supplemented from time to time. Separate Rules and Regulations may be promulgated to apply only to Club Units or Social Units or any combination thereof. Section 2.35. "Security Interest" means an interest in Real Estate or personal property created by contract or conveyance which secures payment or performance of an obligation. The terms includes a lien created by a mortgage, deed of trust, trust deed, security deed, contract for deed, land sales contract, lease intended as security, assignment of lease or rents intended as security,pledge of an ownership interest in an Association,and any other consensual lien or title retention contract intended as security for an obligation. The holder of a Security Interest includes any insurer or guarantor of a Security Interest. Section 2.36. "Social Unit"means any Unit designated with the prefix "S" on the Map or designated as a Social Unit in this Declaration for private parking and social access to designated project amenities. Section 2.37. "Special Declarant Rights"means those rights reserved by Declarant in Articles 15 and 16 of this Declaration. Section 2.38. "Timbers Club"or"tb"means the system of mutual use rights and • mutual obligations created and established by this Declaration for Owners of Club Interests as set forth in Article 22. Section 2.39. "Unit"means a physical portion of the Condominium Project which is designated for separate ownership or occupancy and the boundaries of which are described in or determined by this Declaration. Each Unit shall be designated by a separate number, letter, address or other symbol or combination thereof that identifies only one Unit in the Condominium Project as more specifically set forth on Exhibit B. If walls,floors or ceilings are designated as boundaries of a Unit in this Declaration, all lath, furring, wallboard, plasterboard, plaster, paneling, tiles, wallpaper, paint, finished flooring and any other materials constituting any part of the finished surfaces thereof are a part of the Unit and all other portions of the walls, floors or ceilings are a part of the Common Elements. Subject to Section 2.23,all spaces,interior partitions and other fixtures and improvements within the boundaries of a Unit are a part of the Unit. Section 2.40. "Unit Owner'or" caner"means the Declarant or any other person who owns record title to a Unit (including a contract seller, but excluding a contract purchaser)but excluding any person having a Security Interest in a Unit unless such person has acquired record title to the Unit pursuant to foreclosure or any proceedings in lieu of foreclosure. • CO DOCS A 33277 v 13 7 • ARTICLE 3. DIVISION OF PROJECT INTO CONDOMINIUM OWNERSHIP Section 3.1. Division Into Condominium Units. The Property is hereby divided into 110 Condominium Units,including 36 three-bedroom Units,4 four-bedroom Units,and 70 separately designated Social Unit(s),each consisting of a fee simple interest in a Unit and an undivided fee simple interest in the Common Elements in accordance with the respective undivided interests in the Common Elements as set forth in Exhibit B. Such undivided interests in the Common Elements are hereby declared to be appurtenant to the respective Units. The total of the undivided interests in the Common Elements set forth in Exhibit B, rounded to the nearest 1%, shall be deemed to equal one hundred percent (100%) for purposes of this Declaration. Section 3.2. Delineation of Unit Boundaries. The boundaries of each Unit are delineated and designated by an identifying number on the Map, and those numbers are set forth in Exhibit B. Section 3.3. Inseparability of Condominium Unit. Except as provided in Section 3.5 below,and in the Article entitled"Reservation of Expansion and Development Rights", and in the Article entitled"Plan of Club Ownership": (a)no part of a Condominium Unit or of the legal rights comprising ownership of a Condominium Unit may be partitioned or separated from any other part thereof during the period of condominium ownership • prescribed in this Declaration;(b)each Condominium Unit shall always be conveyed,trans- ferred, devised, bequeathed, encumbered, and otherwise affected only as a complete Condominium Unit;and(c)every conveyance,transfer,gift,devise,bequest,encumbrance, or other disposition of a Condominium Unit or any part thereof shall be presumed to be a disposition of the entire Condominium Unit,together with all appurtenant rights and interests created by law or by this Declaration, including the Unit Owner's membership in the Association. Section 3.4. Non-partitionability of Common Elements. The Common Elements shall be owned in common by all of the Unit Owners and shall remain physically undivided, and no Unit Owner shall bring any action for partition or division of the Common Elements. By acceptance of a deed or other instrument of conveyance or assignment to a Unit, each Unit Owner shall be deemed to have specifically waived such Unit Owner's right to institute or maintain a partition action or any other cause of action designed to cause a division of the Common Elements, and this Section may be pleaded as a bar to the maintenance of such an action. Any Unit Owner who shall institute or maintain any such action shall be liable to the Association and hereby agrees to reimburse the Association for the Costs of Enforcement in defending any such action. In no event shall this Section 3.4 be deemed to prohibit a submission of a Condominium Unit to Club Ownership or withdrawal of a Condominium Unit, or Social Unit from the Project in accordance with applicable provisions of this Declaration and of the Act. • CO ROCS A 33277 v 13 8 • Section 3.5. Alterations and Subdivision of Units: Relocation of Boundaries Between Adioining Units. Unit Owner(s)may,with the prior approval of the Board(which approval may be withheld in the Board's sole discretion), alter their Units, subdivide their Units and relocate boundaries between their Unit and an adjoining Unit and reallocate Limited Common Elements between or among Units, subject to the provisions and requirements of this Declaration and of the Act. ARTICLE 4. ALLOCATED INTERESTS Section 4.1. Allocation of Interests. The Allocated Interests assigned to each Unit are set forth on Exhibit B. These interests have been allocated in accordance with the formulas set out in Section 4.2 below. These formulas are to be used in reallocating interests if Units are added to the Condominium Project or if Units are converted to Common Elements or Limited Common Elements. Section 4.2. Formulae for the Allocation of Interests. The interests allocated to each Unit have been calculated by the following formulas: (a) Undivided Interest in the Common Elements. The percentage of the undivided interest in the Common Elements allocated to each Unit is based upon the • relative floor area of each Unit as compared to the floor area of all Units in the Condominium Project, the specific type and specific use of each Unit. (b) Common Expenses Liability. The percentage of Common Expenses Liability allocated to each Unit is based on the relative floor area of each Unit as compared to the floor area of all Units in the Condominium Project,the specific type and specific use of each Unit. (c) Votes. The vote allocated to each Unit is based upon the relative floor area of each Unit as compared to the floor area of all Units in the Condominium Project, the specific type and specific use of each Unit. Any specified percentage, portion or fraction of Unit Owners, unless otherwise stated in the Condominium Documents, means the specified percentage,portion, or fraction of all of the votes as allocated in Exhibit Section 4.3. Rounding Convention. Any Allocated Interest, stated as a fraction, shall be rounded to the nearest one percent (1%). The total of all Allocated Interests shall be deemed to equal to one hundred percent(100%) for purposes of this Declaration. Section 4.4. Effective Date of Reallocation. The effective date for reallocating Allocated Interests to Units as a result of the exercise of Development Rights set forth in Article 16 of this Declaration shall be the date on which the amendment required by Section • 16.3 thereof is recorded in the Records. CO DOCS A 33277 v 13 9 • ARTICLE 5. CONDOMINIUM MAP The Map shall be filed in the Records. Any Map filed subsequent to the first Map shall be termed a supplement to such Map,and the numerical sequence of such supplements shall be shown thereon. The Map shall be filed following substantial completion of the Improvement(s) depicted on the Map and prior to the conveyance of any Unit depicted on the Map to a purchaser. The Map shall include a Plat which shows the following: (a) the name and a general schematic map of the entire Condominium Project; (b) the location and dimensions of all Real Estate not subject to Development Rights,or subject only to the Development Right to withdraw,and the location and dimensions of all existing improvements within that Real Estate; (c) a legally sufficient description of any Real Estate subject to Development Rights, labeled to identify the rights applicable to it; (d) to the extent feasible, a legally sufficient description of any existing encroachments across any Condominium Project boundary; • (e) to the extent feasible,a legally sufficient description of all easements serving or burdening any portion of the Condominium Project; and (f) the distance between any noncontiguous parcels of Real Estate comprising the Condominium Project. The Map shall also show the following: (a) the location and dimensions of the Vertical Boundaries of each Unit and that Unit's identifying number; (b) Horizontal Boundaries, if any, for each Unit with reference to all established data and that Unit's identifying number; (c) any Units in which the Declarant has reserved the right to create additional Units or Common Elements, identified appropriately; (d) the approximate location and dimensions of all Limited Common Elements; and (e) the number,size and location of any sales offices,management offices and models to be maintained by Declarant. • CO DOCS A 33277 v 13 10 • The Map shall contain a certificate of a registered and licensed land surveyor certifying that the Map was prepared subsequent to the substantial completion of the improvements and contains all information required by this Declaration and the Act. Each supplement shall set forth a like certificate when appropriate. In interpreting the Map, the existing physical boundaries of each separate Unit as constructed shall be conclusively presumed to be its boundaries. ARTICLE 6. LEGAL DESCRIPTION AND TAXATION OF UNITS Section6.1. Contracts toConvevEntered into Priorto Recording ofCondominium Declaration and Man. A contract or other agreement for the sale of a Unit entered into prior to the filing of this Declaration in the Records may legally describe such Unit in substantially the manner set forth in this Article 6 and may indicate that this Declaration and Map are to be recorded. Section 6.2. Contracts to Convey and Conveyances Subsequent to Recording of Declaration and Map. Subsequent to the recording of the Declaration and Map,contracts to convey, instruments of conveyance of Units, and every other instrument affecting title to a Unit shall be in substantially the following form with such omissions,insertions,recitals of fact,or other provisions as may be required by the circumstances or appropriate to conform • to the requirements of any governmental authority,practice or usage or requirement of law with respect thereto: (Condominium) (Social) Unit , according to the Condominium Declaration for the Timbers Club at Snowmass,recorded 200_1 at (Reception No.) and the Condominium Map recorded , 200—' at (Reception No.) in the office of the Clerk and Recorder of Pitkin County, Colorado. Section 6.3. Conveyance Deemed to Describe an Undivided Interest in Common Elements. Every instrument of conveyance, Security Interest,or other instrument affecting the title to a Unit which legally describes the Unit substantially in the manner set forth above shall be construed to describe the Unit,together with the undivided interest in the Common Elements appurtenant to it,and together with all fixtures and improvements contained in it, and to incorporate all the rights incident to ownership of a Unit and all the limitations of ownership as described in the covenants, conditions, restrictions, easements,reservations, rights-of-way,and other provisions contained in this Declaration,including the easement of enjoyment to use the Common Elements. Section 6.4. Separate Tax Assessments. Upon the filing for record of this Declaration and the Map in the Records, Declarant shall deliver a copy of this Declaration to the assessor of each county specified in the Records as provided bylaw. The lien for taxes • assessed shall be confined to the Unit(s). No forfeiture or sale of any Unit for delinquent CO DOCS A 33277 v 13 11 • taxes, assessments, or other governmental charge shall divest or in any way affect the title to any other Unit. ARTICLE 7. UNIT OWNERS' PROPERTY RIGHTS IN COMMON ELEMENTS Section 7.1. Common Elements. Every Unit Owner shall have a perpetual right and easement of access over, across, and upon the Common Elements for the purpose of access to and from the Unit from public ways for both pedestrian and vehicular travel,which right and easement shall be appurtenant to and pass with the transfer of title to such Unit; provided, however, that such right and easement shall be subject to the following: (a) the covenants,conditions,restrictions,easements,reservations,rights- of-way, and other provisions contained in this Declaration, and the Map; (b) the right of the Association from time to time to assign on an equitable basis portions of the Common Elements such as parking spaces or storage for the exclusive use of the Unit Owner of a particular Unit by an appropriate instrument in writing; (c) the right of the Association to adopt, from time to time, any and all • rules and regulations concerning vehicular traffic and travel upon, in, under, and across the Condominium Project; and (d) the right of the Association to adopt, from time to time, any and all rules and regulations concerning the Condominium Project as the Association may determine is necessary or prudent for the management,preservation,safety,control, and orderly operation ofthe Condominium Project for the benefit of all Unit Owners, and for facilitating the greatest and most convenient availability and use of the Units and Common Elements by Unit Owners. Section 7.2. Limited Common Elements. Subject to the provisions of this Declaration, every Unit Owner shall have the right to use and enjoy the Limited Common Elements appurtenant to his Unit. ARTICLE 8. MEMBERSHIP AND VOTING RIGHTS IN ASSOCIATION Section 8.1. AssociationMembershin. The Association's Articles of Incorporation shall be filed no later than the date the first interest in a Unit in the Condominium Project is conveyed to a purchaser. Every Unit Owner shall be a member of the Association and shall remain a member for the period of the Unit Owner's ownership of a Unit. No Unit Owner, whether one or more persons or entity, shall have more than one membership per Unit • owned, but all of the persons or entities owning a Unit shall be entitled to rights of CO DOCS A 33277 v 13 12 • membership and of use and enjoyment appurtenant to ownership of a Unit. Membership in the Association shall be appurtenant to,and may not be separated from,ownership of a Unit. If title to a Unit is held by more than one individual, by a firm, corporation, partnership, association or other legal entity or any combination thereof, such individuals, entity or entities shall appoint and authorize one person or alternate persons to represent the Unit Owners of the Unit. Such representative shall be a natural person who is a Unit Owner, or a designated board member or officer of a corporate Unit Owner, or a general partner of a partnership Unit Owner, or a comparable representative of any other entity, and such representative shall have the power to cast votes on behalf of the Unit Owners as a member of the Association, and serve on the Board of Directors if elected, subject to the provisions of and in accordance with the procedures more fully described in the Bylaws of the Associa- tion. Notwithstanding the foregoing, if only one of the multiple Unit Owners of a Unit is present at a meeting of the Association,such Unit Owner is entitled to cast the vote allocated to that Unit. If more than one of the multiple Unit Owners are present and there is no written designation of an authorized representative,the vote allocated to that Unit may be cast only in accordance with the agreement of a majority in interest of the Unit Owners, which majority agreement may be assumed for all purposes if any one of the multiple Unit Owners casts the vote allocated to that Unit without protest being made promptly to the person presiding over the meeting by any of the other Unit Owners of the Unit. Section 8.2. Voting Riphts and Meetings. Each Unit in the Condominium Project • shall have the votes allocated in Section 4.2;provided,however,no vote allocated to a Unit owned by the Association may be cast. Class voting by Social Unit Owner(s),or Club Unit Owners, or combinations thereof, shall be allowed on issues specified in Section 22.7 and on Exhibit B-I attached hereto and incorporated herein by reference. A meeting of the Association shall be held at least once each year. Special meetings of the Association may be called by the President,by a majority of the Board of Directors,or by Unit Owners having twenty percent (20%), or any lower percentage specified in the Bylaws, of the votes in the Association. Not less than fourteen(14)and no more than fifty(50)days in advance of any meeting,the Secretary or other officer specified in the Bylaws shall cause notice to be hand delivered or sent prepaid by United States Mail to the mailing address of each Unit Owner. The notice of any meeting must state the time and place of the meeting and the items on the agenda including the general nature of any proposed amendment to this Declaration or Bylaws,any budget changes,and any proposal to remove an officer or member of the Board of Directors. Unless the Bylaws provide for a lower percentage,a quorum is deemed present throughout any meeting of the Association if persons entitled to cast twenty percent(20%) of the votes which may be cast for election of the Board of Directors are present, in person or by proxy, at the beginning of the meeting. Section 8.3. Meeting to Approve Annual Budget. At the annual meeting of the Association or at a special meeting of the Association called for such purpose, the Unit Owners shall be afforded the opportunity to ratify a budget of the projected revenues, • expenditures(both ordinary and capital) and reserves for the Association's next fiscal year as proposed by the Board of Directors. A summary of the proposed budget approved by the CO DOCS A 33277 v 13 13 • Board of Directors shall be mailed to the Unit Owners within thirty (30) days after its adoption along with a notice of a meeting of the Association to be held not less than fourteen (14)nor more than fifty(50)days after mailing of the summary to the Unit Owners. Unless at the meeting a Majority of Owners, rather than a majority of those present and voting in person or by proxy, reject the proposed budget, the budget is ratified whether or not a quorum is present at the meeting. In the event the proposed budget is rejected, the budget last ratified by the Unit Owners continues until such time as the Unit Owners ratify a subsequent budget proposed by the Board of Directors as provided above. Section 8.4. Unit Owners' and Association's Addresses for Notices. All Unit Owners of each Unit shall have one and the same registered mailing address to be used by the Association or other Unit Owners for notices, demands, and all other communications regarding Association matters. The Unit Owner or the representative of the Unit Owners of a Unit shall furnish such registered address to the secretary of the Association within ten days after transfer of title to the Unit to such Unit Owner or Unit Owners. Such registration shall be in written form and signed by all of the Unit Owners of the Unit or by such persons as are authorized to represent the interests of all Unit Owners of the Unit. If no address is registered or if all of the Unit Owners cannot agree, then the address of the Unit shall be deemed their registered address until another registered address is furnished as required under this Section 8.4. If the address of the Unit is the registered address of the Unit Owner(s),then any notice shall be deemed duly given if delivered to any person occupying • the Unit or,if the Unit is unoccupied,if the notice is held and available for the Unit Owners at the principal office of the Association. All notices and demands intended to be served upon the Board of Directors shall be sent to the Association, 25 Lower Woodbridge Road, Suite 102-B, Snowmass Village, Colorado 81615, or such other address as the Board of Directors may designate from time to time by notice to the Unit Owner(s). Section 8.5. Transfer Information. All Persons who acquire Unit(s) other than from Declarant shall provide to the Association written notice of the Person's name,address, Unit owned,date of transfer,and name of the former Unit Owner within ten(10)days of the date of transfer. The Person shall also provide a true and correct copy of the recorded instrument conveying or transferring the Unit or such other evidence of the conveyance or transfer as is reasonably acceptable to the Association. In addition, the Association may request such other information as the Association determines is necessary or desirable in connection with obtaining and maintaining information regarding conveyances and transfers of Units. Owners of Social Units shall be required to provide copies of publication certificates of the Ridge Run Notice and Snowmass Notice set forth in Section 13.9. The Association or Managing Agent shall have the right to charge the Person a reasonable administrative fee for processing the transfer in the records of the Association. Section 8.6. Declarant Control of the Association. There shall be a Period of Declarant Control of the Association,during which a Declarant,or persons designated by the Declarant,may appoint and remove the officers and members of the Board of Directors. The • CO DOCS A 33277 v 13 14 • Period of Declarant Control shall commence upon filing of the Articles of Incorporation of the Association and shall terminate no later than the earlier of: (a) sixty(60)days after conveyance of seventy-five percent (75%)of the Units that may be created to Unit Owners other than a Declarant; (b) two (2) years after Declarant's last conveyance of a Unit in the ordinary course of business; or (c) two (2)years after any right to add new Units was last exercised. Declarant may voluntarily surrender the right to appoint and remove officers and members of the Board of Directors before termination of that period, but in that event the Declarant may require,for the duration of the Period of Declarant Control,that specified actions of the Association or Board of Directors, as described in a recorded instrument executed by the Declarant,be approved by the Declarant before they become effective. Section 8.7. Required Election of Unit Owners. Not later than sixty(60)days after conveyance of twenty-five percent (25%)of the Units that may be created to Unit Owners other than Declarant, at least one (1) member and not less than twenty-five percent (25%) of the members of the Board of Directors shall be elected by Unit Owners other than the • Declarant. Not later than sixty(60)days after conveyance of fifty percent(50%)of the Units that may be created to Unit Owners other than Declarant,not less than thirty-three and one- third percent (33-1/3%) of the members of the Board of Directors must be elected by Unit Owners other than the Declarant. Not later than the termination of any Period of Declarant Control,the Unit Owners shall elect a Board of Directors of at least five(5)members,at least a majority of whom shall be Unit Owners other than the Declarant or designated representa- tives of Unit Owners other than Declarant. In order to assure representation of Owners of the Social Unit(s) in the affairs of the Association and to protect the valid interests of the Social Unit(s) in the operation of the Condominium Project, the Owner(s) of the Social Unit(s), voting as a class, shall be entitled to elect one of the members of the Board of Directors. The Board of Directors shall elect the officers. The members of the Board of Directors and officers shall take office upon election. Section 8.8. Removal ofMembersof the Board ofDirectors. Notwithstanding any provision of this Declaration or the Bylaws to the contrary, following notice and an opportunity to be heard as required by this Declaration and the Act, the Unit Owners, by sixty-seven percent(67%)vote of all persons present and entitled to vote at a meeting of the Unit Owners at which a quorum is present,may remove a member of the Board of Directors with or without cause, other than a member appointed by the Declarant. Section 8.9. Requirements for Turnover of Declarant Control. Within sixty(60) days after the Unit Owners other than the Declarant elect a majority of the members of the • Board of Directors, the Declarant shall deliver to the Association all property of the Unit CO DOCS A 33277 v 13 is • Owners and of the Association held by or controlled by the Declarant, including without limitation the following items: (a) the original or a certified copy of the recorded Declaration as amended, the Articles of Incorporation, Bylaws, minute books, other books and records, and any Rules and Regulations which may have been promulgated; (b) an accounting for Association funds and financial statements, from the date the Association received funds and ending on the date the Period of Declarant Control ends. The financial statements shall be audited by an independent certified public accountant and shall be accompanied by the accountant's letter, expressing either the opinion that the financial statements present fairly the financial position of the Association in conformity with generally accepted accounting principles or a disclaimer of the accountant's ability to attest to the fairness of the presentation of the financial information in conformity with generally accepted accounting principles and the reasons therefor. The expense of the audit shall not be paid for or charged to the Association; (c) the Association funds or control thereof, (d) all of the Declarant's tangible personal property that has been • represented by the Declarant to be the property of the Association or all of the Declarant's tangible personal property that is necessary for, and has been used exclusively in, the operation and enjoyment of the Common Elements, and inventories of these properties; (e) a copy,for the non-exclusive use of the Association,of any plans and specifications used in the construction or renovation of the Improvements; (f) all insurance policies then in force, in which the Unit Owners, the Association or its members of the Board of Directors and officers are named as insured persons; (g) copies of any certificates of occupancy that may have been issued with respect to the Improvements; (h) any other permits issued by governmental bodies applicable to the Condominium Project and which are currently in force or which were issued within one year prior to the date on which Unit Owners other than the Declarant took control of the Association; (i) written warranties of the contractor, subcontractors, suppliers, and manufacturers that are still effective; • CO DOCS A 33277 v 13 16 • (j) a roster of Unit Owners and First Mortgagees and their addresses and telephone numbers, if known, as shown on the Declarant's records; (k) employment contracts in which the Association is a contracting party; and (1) any service contract in which the Association is a contracting party or in which the Association or the Unit Owners have any obligation to pay a fee to the persons performing the services. ARTICLE 9. ASSOCIATION POWERS AND DUTIES Section9.1. Association Management Duties. Subject to the rights and obligations of Declarant and other Unit Owners as set forth in this Declaration,the Association shall be responsible for the administration and operation of the Condominium Project and for the exclusive management,control,maintenance,repair, replacement, and improvement of the Common Elements and the Limited Common Elements, and shall keep the same in good, clean, attractive,and sanitary condition, order, and repair. The expenses,costs, and fees of such management,operation,maintenance,and repair by the Association shall be part of the Assessments, and prior approval of the Unit Owners shall not be required in order for the • Association to pay any such expenses, costs, and fees. The Association shall establish and maintain,out of the installments of the annual Assessments,an adequate reserve account for maintenance,repair,or replacement of those Common Elements that must be replaced on a periodic basis. The Association shall adopt and amend budgets for revenues,expenditures, and reserves which will be the basis for collection of Assessments for Common Expenses from Unit Owners. The Association shall keep financial records sufficiently detailed to enable the Association to comply with the requirement that it provide statements of status of Assessments. All financial and other records of the Association shall be made reasonably available for examination by any Unit Owner and such Unit Owner's authorized agents. Section 9.2. Association Powers. The Association shall have, subject to the limitations contained in this Declaration and the Act, the powers necessary for the administration of the affairs of the Association and the upkeep of the Condominium Project which shall include,but not be limited to,the power to: (a) adopt and amend Bylaws and Rules and Regulations; (b) adopt and amend budgets for revenues, expenditures and reserves; (c) collect assessments for Common Expenses from Owners; (d) hire and discharge managing agents; • CO DOGS A 33277 v 13 17 • (e) hire and discharge employees and agents,other than managing agents, and independent contractors; (f) institute, defend or intervene in litigation or administrative proceedings or seek injunctive relief for violation of the Declaration, Bylaws or Rules and Regulations in the Association's name on behalf ofthe Association or two or more Unit Owners on matters affecting the Condominium Project; (g) receive noticesJoin in any litigation or administrative proceeding,and execute any and all documents in the Association's name, on behalf of the Association, or on behalf of the two or more Unit Owners, in connection with any change in zoning, annexation, subdivision approval, building permit, or other type of governmental approval required to accomplish or maintain the purposes of this Declaration; (h) make contracts and incur liabilities; (i) regulate the use, maintenance, repair, replacement and modification of the Common Elements; 0) cause additional improvements to be made as part of the Common • Elements; (k) acquire, hold, encumber, and convey in the Association's name any right, title or interest to real property or personal property, but Common Elements may be conveyed or subjected to a Security Interest only pursuant to the requirements of the Act; (1) grant easements,including permanent easements,leases,licenses and concessions, through or over the Common Elements; (m) impose and receive a payment, fee, or charge for the use, rental or operation of the Common Elements,other than Limited Common Elements, and for services provided to Unit Owners; (n) impose a reasonable charge for late payment of Assessments,recover Costs of Enforcement for collection of Assessment and other actions to enforce the powers of the Association,regardless of whether or not suit was initiated and, after notice and hearing, levy reasonable fines for violations of this Declaration,Bylaws and Rules and Regulations of the Association; (o) impose a reasonable charge for the preparation and recordation of amendments to this Declaration or for preparation of statements of unpaid • Assessments; CO DOCS A 33277 v 13 18 • (p) provide for the indemnification of the Association's officers and Board of Directors and maintain Board of Directors'and officers' liability insurance; (q) assign the Association's right to future income,including the right to receive Assessments; (r) by resolution, establish committees of the Board of Directors and/or Unit Owners,permanent and standing, to perform any of the above functions under specifically delegated administrative standards, as designated in the resolution establishing the committee; (s) exercise any other powers conferred by this Declaration or the Bylaws; (t) exercise any other power that may be exercised in Colorado by legal entities of the same type as the Association; and (u) exercise any other power necessary and proper forthe governance and operation of the Association. Section 9.3. Actions by Board of Directors. Except as specifically otherwise provided in this Declaration, the Bylaws or the Act, the Board of Directors may act in all • instances on behalf of the Association. Section 9.4. Board of Directors Meetings. All meetings of the Board of Directors, at which action is to be taken by vote, will be open to the Unit Owners and agendas for meetings of the Board of Directors shall be made reasonably available for examination by all members of the Association or their representatives, except that meetings of the Board of Directors may be held in executive session(s), without giving notice and without the requirement that they be open to Unit Owners, in the following situations: (a) matters pertaining to employees of the Association or involving the employment,promotion,discipline or dismissal of an officer,agent,or employee of the Association; (b) consultation with legal counsel concerning disputes that are the subject of pending or imminent court proceedings or matters that are privileged or confidential between attorney and client; (c) investigative proceedings concerning possible or actual criminal misconduct; • CO ROCS A 33277 v 13 19 • (d) matters subject to specific constitutional, statutory, or judicially imposed requirements protecting particular proceedings or matters from public disclosure; (e) any matter the disclosure of which would constitute an unwarranted invasion of individual privacy. Section 9.5. Right to Notice and Hearing. Whenever the Condominium Documents require that an action be taken after "notice and hearing," the following procedure shall be observed: The party proposing to take the action (e.g., the Board of Directors,a committee,an officer,a Managing Agent,etc.)shall give notice of the proposed action to all Unit Owners whose interests the proposing party reasonably determines would be significantly affected by the proposed action. The notice shall be delivered personally or mailed not less than three(3)days before the proposed action is to be taken. The notice shall include a general statement of the proposed action and the date, time and place of the hearing. At the hearing, the affected person shall have the right, personally or by a representative, to give testimony orally and/or in writing, subject to reasonable rules of procedure established by the party conducting the hearing to assure a prompt and orderly resolution of the issues. Such evidence shall be considered in making the decision but shall not bind the decision makers. The affected person shall be notified of the decision in the same manner in which notice of the hearing was given. Any Unit Owner having a right to • notice and hearing shall have the right to appeal to the Board of Directors from a decision of a proposing party other than the Board of Directors by filing a written notice of appeal with the Board of Directors within ten (10) days after being notified of the decision. The Board of Directors shall conduct a hearing within forty-five(45)days,giving the same notice and observing the same procedures as were required for the original hearing. Section 9.6. Payments to Working Capital Account. In order to provide the Association with adequate working capital funds, the Association may collect from purchasers at the time of the initial sale of each Unit by Declarant an amount equal to three months'worth of annual Assessments based on the Association's budget in effect at the time of the sale. Such payments to this fund shall not be considered advance payments of annual Assessments. ARTICLE 10. ASSESSMENTS Section10.1. Commencement ofAnnual Assessments. Until the Association makes an Assessment for Common Expenses,the Declarant shall pay all Common Expenses. After any Assessment has been made by the Association, Assessments shall be made no less frequently than annually and shall be based on a budget adopted no less frequently than annually by the Association. • CO DOGS A 33277 v 13 20 • Section 10.2. Annual Assessments. The Association shall levy annual Assessments to pay for the Common Expense Liability allocated to each Unit pursuant to this Declaration. The total annual Assessments shall be based upon a budget of the Association's cash requirements for upkeep of the Condominium Project including maintenance, repair and replacement of the Common Elements as required by the Act and the Condominium Documents. Any surplus funds of the Association remaining after payment of or provision for Common Expenses and any prepayment of or provision for reserves shall be credited to the Unit Owners in proportion to their Common Expense Liability or credited to them to reduce their future Assessments for Common Expenses. Section10.3. ApnortionmentofAnnual Assessments. The total annual Assessments for any fiscal year of the Association shall be assessed to the Units in proportion to their Percentage of Common Expenses set forth on Exhibit B, subject to: (a)Common Expenses which are separately metered or assessed to the Units by third parties;(b)Common Expenses associated with the maintenance,repair or replacement ofLimited Common Elements which shall be assessed equally or on such other equitable basis as the Board of Directors shall determine to the Units to which the specific Limited Common Elements are appurtenant;(c) Common Expenses or portions thereof benefitting fewer than all of the Units which shall be assessed exclusively against the Units benefitted; (d)any increased cost of insurance based upon risk which shall be assessed to Units in proportion to the risk; (e) any Common Expense caused by the misconduct of any Unit Owner(s),which may be assessed exclusively • or on such other equitable basis as the Board of Directors shall determine against such Unit Owner(s);and(f)any expenses which are charged equally to the Units. All such allocations of Common Expenses Liability to the Units on a basis other than the Units' Percentage of Common Expenses Liability shall be made by the Board of Directors. In making the allocations, the Board of Directors shall use the assignment of various Common Expenses to the categories on Exhibit B-2 to the Declaration as a guide. Section 10.4. Special Assessments. In addition to the annual Assessments authorized above,the Board of Directors may at any time and from time to time determine, levy, and assess in any fiscal year a special Assessment applicable to that particular fiscal year (and for any such longer period as the Board of Directors may determine) for the purpose of defraying, in whole or in part, the unbudgeted costs, fees, and expenses of any construction, reconstruction, repair, demolishing, replacement, renovation or maintenance of the Condominium Project, specifically including any fixtures and personal property related to it. Any amounts determined,levied,and assessed pursuant to this Declaration shall be assessed to the Units pursuant to the provisions in Section 10.3 entitled"Apportionment of Annual Assessments" set forth above. Section 10.5. Due Dates for Assessment Payments. Unless otherwise determined by the Board of Directors,the Assessments which are to be paid in installments shall be paid quarterly in advance and shall be due and payable to the Association at its office or as the Board of Directors may otherwise direct in any Management Agreement, without notice • (except for the initial notice of any special Assessment), on the first day of each month. If CO DOCS A 33277 v 13 21 • any such installment shall not be paid within 30 days after it shall have become due and payable,then the Board of Directors may assess a late charge,default interest charge(not to exceed the rate from time to time allowed by the Act),fee,or such other charge as the Board of Directors may fix by rule from time to time to cover the extra expenses involved in handling such delinquent Assessment installment. A Unit Owner's Assessment shall be prorated if the ownership of a Unit commences or terminates on a day other than the first day or last day, respectively, of a month or other applicable payment period. However, if the Common Expenses Liability is re-allocated,any installment(s)of an assessment not yet due shall be recalculated in accordance with the re-allocated Common Expenses Liability. Section 10.6. Default Assessments. All Costs of Enforcement assessed against a Unit Owner pursuant to the Condominium Documents, or any expense of the Association which is the obligation of a Unit Owner pursuant to the Condominium Documents shall become a default Assessment assessed against the Unit Owner's Unit. Notice of the amount and demand for payment of such default Assessment shall be sent to the Unit Owner prior to enforcing any remedies for non-payment hereunder. Section 10.7. Covenant of Personal Obligation for Assessments. Declarant, by creating the Units pursuant to this Declaration, and all other Unit Owners,by acceptance of the deed or other instrument of transfer of his Unit (whether or not it shall be so expressed in such deed or other instrument of transfer), are deemed to personally covenant and agree, • jointly and severally,with all other Unit Owners and with the Association,and hereby do so covenant and agree to pay to the Association the(a)annual Assessments,(b)special Assess- ments, and (c) default Assessments applicable to the Unit Owner's Unit. No Unit Owner may waive or otherwise escape personal liability for the payment of the Assessments provided for in this Declaration by not using the Common Elements or the facilities contained in the Common Elements or by abandoning or leasing his Unit. Section10.8. Lien for Assessments.Assigmnentof Rents. The annual,special, and default Assessments(including installments ofthe Assessments)arising under the provisions of the Condominium Documents shall be burdens running with,and a perpetual lien in favor of the Association upon the specific Unit to which such Assessments apply. To further evidence such lien upon a specific Unit, the Association shall prepare a written lien notice setting forth the description of the Unit, the amount of Assessments on the Unit unpaid as of the date of such lien notice,the rate of default interest as set by the Rules and Regulations, the name of the Unit Owner or Unit Owners of the Unit, and any and all other information that the Association may deem proper. The lien notice shall be signed by a member of the Board of Directors, an officer of the Association, or the Managing Agent and shall be recorded in the Records. Any such lien notice shall not constitute a condition precedent or delay the attachment of the lien,but such lien is a perpetual lien upon the Unit and attaches without notice at the beginning of the first day of any period for which any Assessment is levied. Upon any default in the payment of annual, special, or default Assessments, the • Association shall also have the right to appoint a receiver to collect all rents,profits,or other income from the Unit payable to the Unit Owner and to apply all such rents, profits, and CO DOCS A 33277 v 13 22 • income to the payment of delinquent Assessments. Each Unit Owner, by ownership of a Unit,agrees to the assignment of such rents,profits and income to the Association effective immediately upon any default in the payment of annual, special, or default Assessments. Section 10.9. Remedies for Nonpayment of Assessments. If any annual,special, or default Assessment (or any installment of the Assessment) is not fully paid within 30 days after the same becomes due and payable,then as often as the same may happen,(a) interest shall accrue at the default rate set by the Rules and Regulations on any amount of the Assessment in default,accruing from the due date until date of payment,(b)the Association may declare due and payable all unpaid installments of the annual Assessment or any special Assessment otherwise due during the fiscal year during which such default occurred,(c)the Association may thereafter bring an action at law or in equity, or both, against any Unit Owner personally obligated to pay the same, (d)the Association may proceed to foreclose its lien against the particular Unit pursuant to the power of sale granted to the Association by this Declaration or in the manner and form provided by Colorado law for foreclosure of real estate mortgages and (e) the Association may suspend the Owner's right to vote in Association matters until the Assessment is paid. An action at law or in equity by the Association (or counterclaims or cross-claims for such relief in any action) against a Unit Owner to recover a money judgment for unpaid Assessments (or any installment thereof) may be commenced and pursued by the Association without foreclosing or in any way waiving the Association's lien for the Assessments. Foreclosure or attempted foreclosure • by the Association of its lien shall not be deemed to stop or otherwise preclude the Associa- tion from again foreclosing or attempting to foreclose its lien for any subsequent Assessments (or installments thereof) which are not fully paid when due or for any subsequent default Assessments. The Association shall have the power and right to bid in or purchase any Unit at foreclosure or other legal sale and to acquire and hold, lease, mortgage, and to convey, or otherwise deal with the Unit acquired in such proceedings. Section 10.10. Purchaser's Liability for Assessments. Notwithstanding the personal obligation of each Unit Owner to pay all Assessments on the Unit,and notwithstanding the Association's perpetual lien upon a Unit for such Assessments,all purchasers shall be jointly and severally liable with the prior Unit Owner(s)for any and all unpaid Assessments against such Unit, without prejudice to any such purchaser's right to recover from any prior Unit Owner any amounts paid thereon by such purchaser. A purchaser's obligation to pay Assessments shall commence upon the date the purchaser becomes the Unit Owner of Unit. For Assessment purposes,the date a purchaser becomes the Unit Owner shall be determined as follows: (a)in the event of a conveyance or transfer by foreclosure,the date a purchaser becomes the Unit Owner shall be deemed to be upon the expiration of all applicable redemption periods;(b)in the event of a conveyance or transfer by deed in lieu of foreclosure a purchaser shall be deemed to become the Unit Owner of a Unit upon the execution and delivery of the deed or other instruments conveying or transferring title to the Unit, irrespective of the date the deed is recorded; and(c) in the event of conveyance or transfer by deed, a purchaser shall be deemed to become the Unit Owner upon the execution and • delivery of the deed or other instruments conveying or transferring title of the Unit,irrespec- CO DOCS A 33277 v 13 23 • tive of the date the deed is recorded. However,such purchaser shall be entitled to rely upon the existence and status of unpaid Assessments as shown upon any certificate issued by or on behalf of the Association to such named purchaser pursuant to the provisions of this Declaration. Section 10.11. Waiver of Homestead Exemption: Subordination of Association's Lien for Assessments. By acceptance of the deed or other instrument of transfer of a Unit, each Unit Owner irrevocably waives the homestead exemption provided by Part 2, Article 41, Title 38, Colorado Revised Statutes, as amended. The Association's perpetual lien on a Unit for Assessments shall be superior to all other liens and encumbrances except the following: (a) real property ad valorem taxes and special assessment liens duly imposed by a Colorado governmental or political subdivision or special taxing district, or any other liens made superior by statute; (b) liens recorded prior to this Declaration unless otherwise agreed by the parties thereto; and (c) the lien of any First Mortgagee except to the extent the Act grants priority for Assessments to the Association. • Any First Mortgagee who acquires title to a Unit by virtue of foreclosing a First Mortgage or by virtue of a deed or assignment in lieu of such a foreclosure, or any purchaser at a foreclosure sale of the First Mortgage, will take the Unit free of any claims for unpaid Assessments and Costs of Enforcement against the Unit which accrue prior to the time such First Mortgagee acquires title to the Unit except to the extent the amount of the extinguished lien may be reallocated and assessed to all Units as a Common Expense and except to the extent the Act grants lien priority for Assessments to the Association. All other persons not holding liens described in this Section and obtaining.a lien or encumbrance on any Unit after the recording of this Declaration shall be deemed to consent that any such lien or encumbrance shall be subordinate and inferior to the Association's lien for Assessments and Costs of Enforcement as provided in this Article,whether or not such consent is specifically set forth in the instrument creating any such lien or encumbrance. Sale or other transfer of any Unit,(a)except as provided above with respect to First Mortgagees,(b)except in the case of foreclosure of any lien enumerated in this Section,and (c)except as provided in the next Section,shall not affect the Association's lien on such Unit for Assessments due and owing prior to the time such purchaser acquired title and shall not affect the personal liability of each Unit Owner who shall have been responsible for the payment thereof. Further,no such sale or transfer shall relieve the purchaser of a Unit from liability for, or the Unit from the lien of, any Assessments made after the sale or transfer. • CO DOGS A 33277 v 13 24 • Section 10.12. Statement of Status of Assessments. On or before 14 calendar days after receipt of written notice to the Managing Agent or,in the absence of a Managing Agent, to the Board of Directors and payment of a reasonable fee set from time to time by the Board of Directors, any Unit Owner,holder of a Security Interest,prospective purchaser of a Unit or their designees shall be furnished a statement of the Unit Owner's account setting forth: (a) the amount of any unpaid Assessments then existing against a particular Unit; (b) the amount of the current installments of the annual Assessment and the date that the next installment is due and payable; (c) the date(s) for payment of any installments of any special Assess- ments outstanding against the Unit; and (d) any other information, deemed proper by the Association, including the amount of any delinquent Assessments created or imposed under the terms of this Declaration. Upon the issuance of such a certificate signed by a member of the Board of Directors,by an officer of the Association, or by a Managing Agent,the information contained therein shall • be conclusive upon the Association as to the person or persons to whom such certificate is addressed and who rely on the certificate in good faith. Section 10.13. Liens. Except for Assessment liens as provided in this Declaration, mechanics' liens (except as prohibited by this Declaration), tax liens,judgment liens and other liens validly arising by operation of law and liens arising under Security Interests,there shall be no other liens obtainable against the Common Elements or against the interest of any Unit Owner in the Common Elements except a Security Interest in the Common Elements granted by the Association pursuant to the requirements of the Act. ARTICLE 11. MAINTENANCE RESPONSIBILITY Section 11.1. Unit Owner's Rights and Duties with Respect to Interiors. Except as may be provided in the purchase and sale agreement or other conveyancing documents executed by Declarant in connection with sales to initial purchasers of the Units, each Unit Owner of a Unit shall have the exclusive right and duty to paint, tile, wax, paper, or otherwise decorate or redecorate and to maintain and repair the interior surfaces of the walls, floors,ceilings,windows and doors forming the boundaries of such Unit Owner's Unit and all walls,floors,ceilings,and doors within such boundaries. Notwithstanding the foregoing, no Unit Owner shall be permitted to install any hardwood floor or other hard surface improvements in his Unit that might affect adjoining Units by increasing noise or vibrations, • CO DOGS A 33277 v 13 25 • without the prior written approval of the Association, which approval may be denied, or conditioned, in the Association's sole discretion. Section 11.2. Responsibility ofthe Unit Owner. The Unit Owner of any Unit shall, at the Unit Owner's expense,maintain and keep in repair all fixtures,equipment,and utilities installed and included in a Unit commencing at a point where the fixtures, equipment, and utilities enter the Unit. A Unit Owner shall not allow any action or work that will impair the structural soundness of the improvements, impair the proper functioning of the utilities, heating,ventilation,or plumbing systems or integrity of the Improvement(s),or impair any easement or hereditament. Subject to the Association's overall responsibility for mainte- nance of the Limited Common Elements, each Unit Owner shall be responsible for routine maintenance and care of the walls, floors,ceilings,windows and doors of any balcony or of any other Limited Common Elements appurtenant to the Unit Owner's Unit,and for keeping the same in a good, clean, sanitary, and attractive condition. A Unit Owner shall not be responsible for repairs occasioned by casualty due to the act or negligence of the Unit Owner or Occupant of the Unit except as provided in Article 18. Section 11.3. Unit Owner's Negligence. In the event that the need for maintenance, repair, or replacement of all or any portion of the Common Elements is caused through or by the negligent or willful act or omission of a Unit Owner or Occupant, then the expenses incurred by the Association for such maintenance,repair,or replacement shall be a personal • obligation of such Unit Owner; and, if the Unit Owner fails to repay the expenses incurred by the Association within seven days after notice to the Unit Owner of the amount owed, then the failure to so repay shall be a default by the Unit Owner, and such expenses shall automatically become a default Assessment determined and levied against such Unit, enforceable by the Association in accordance with this Declaration. Section 11.4. Responsibility of the Association. The Association, without the requirement of approval of the Unit Owners,shall maintain and keep in good repair,replace, and improve, as a Common Expense, all of the Condominium Project not required in this Declaration to be maintained and kept in good repair by a Unit Owner or by Declarant. ARTICLE 12. MECHANICS' LIENS Section 12.1. Mechanics' Liens. Subsequent to recording of this Declaration and the filing of the Map in the Records,no labor performed or materials famished for use and incorporated in any Unit with the consent of or at the request of the Unit Owner or the Unit Owner's agent, contractor or subcontractor, shall be the basis for the filing of a lien against a Unit of any other Unit Owner not expressly consenting to or requesting the same,or against any interest in the Common Elements except as to the undivided interest therein appurtenant to the Unit of the Unit Owner for whom such labor shall have been performed or such materials shall have been furnished. Each Unit Owner shall indemnify and hold harmless • each of the other Unit Owners and the Association from and against any liability or loss CO DOCS A 33277 v 13 26 • arising from the claim of any mechanics' lien or for labor performed or for materials furnished in work on such Unit Owner's Unit, against the Unit of another Unit Owner or against the Common Elements, or any part thereof. Section 12.2. Enforcement by the Association. At its own initiative or upon the written request of any Unit Owner(if the Association determines that further action by the Association is proper), the Association shall enforce the indemnity provided by the provisions of this Article 12 by collecting from the Unit Owner of the Unit on which the labor was performed or materials furnished the amount necessary to discharge by bond or otherwise any such mechanics' lien,to pay all costs and reasonable attomeys'fees incidental to the lien, and to obtain a release of such lien. If the Unit Owner of the Unit on which the labor was performed or materials furnished refuses or fails to indemnify within five(5)days after the Association shall have given notice to such Unit Owner of the total amount of the claim, then the failure to so indemnify shall be a default by such Unit Owner under the provisions of this Section 12.2, and such amount to be indemnified shall automatically become a default Assessment determined and levied against such Unit, and enforceable by the Association pursuant to this Declaration. ARTICLE 13. USE RESTRICTIONS • Section 13.1. Use of Units. Except for uses reserved to Declarant in Article 15 entitled "Special Declarant Rights and Additional Reserved Rights", and except for Social Units, if any, all Units shall be used for dwelling purposes only. Except as otherwise restricted herein, Unit Owners of the Units may rent or lease such Units to others for these purposes and may use these Units for home occupations which do not cause unreasonable disturbance to other Unit Owners and which are permitted by applicable zoning codes. Section 13.2. Use of Common Elements. There shall be no obstruction of the Common Elements, nor shall anything be kept or stored on any part of the Common Elements by any Unit Owner without the prior written approval of the Association. Nothing shall be altered on, constructed in, or removed from the Common Elements by any Unit Owner without the prior written approval of the Association. Owners and Occupants shall not disturb, damage, or have access, to certain restricted access areas in the Common Elements as designated on the Map or in the Rules and Regulations. Section 13.3. Prohibition of Increases in Insurable Risks and Certain Activities. Nothing shall be done or kept in any Unit or in or on the Common Elements, or any part thereof, which would result in the cancellation of the insurance on all or any part of the Condominium Project or in an increase in the rate of the insurance on all or any part of the Condominium Project over what the Association,but for such activity,would pay,without the prior written approval of the Association. Nothing shall be done or kept in any Unit or in or on the Common Elements which would be in violation of any statute,rule,ordinance, • regulation, permit, or other imposed requirement of any governmental body having CO DOCS A 33277 v 13 27 • jurisdiction over the Condominium Project. No damage to or waste of the Common Elements shall be committed by any Unit Owner or Occupant, and each Unit Owner shall indemnify and hold the Association and the other Unit Owners harmless against all loss resulting from any such damage or waste caused by him or an Occupant of his Unit. Failure to so indemnify shall be a default by such Unit Owner under this Section. At its own initiative or upon the written request of any Unit Owner(and if the Association determines that further action by the Association is proper),the Association shall enforce the foregoing indemnity as a default Assessment levied against such Unit. Section 13.4. Structural Alterations and Exterior Appearance. No structural alterations to any Unit, including the construction of any additional skylight,window,door or other alteration visible from the exterior of the Unit or to any Common Element shall be made or caused to be made by any Unit Owner without the prior written approval of the Declarant during the Period of Declarant Control and, thereafter, the Association. No window coverings or other improvements, alterations or decorations visible from outside a Unit shall be added by a Unit Owner without the prior written approval of the Declarant during the Period of Declarant Control and, thereafter, the Association. No alteration or subdivision of Units or relocation of boundaries between adjoining Units shall be made by the Unit Owners without the prior written approval of the Declarant during the Period of Declarant Control and, thereafter, by the Association. The Association shall promulgate Rules and Regulations establishing procedures for the approvals required by this Section • 13.4. Such Rules and Regulations shall include,but shall not be limited to,requirements that the applicant submit (a) plans and specifications showing the nature, kind, shape, height, color, materials, and location of the proposed alterations in sufficient detail for the Association and Declarant to review them;and(b)processing and/or review fees,which may include any professional fees the Association or Declarant might incur in retaining architects or engineers to review the plans and specifications. The Rules and Regulations shall specifically consider the impact of the alteration on the harmony of external design and location in relation to surrounding structures and topography. Section 13.5. Use Restrictions. No animal pens,sheds,fences or other outbuildings or structures of any kind shall be erected by any Unit Owner. No activity shall be allowed which interferes unduly with the peaceful possession and proper use of the Condominium Project by the Unit Owners,nor shall any fire hazard or unsightly accumulation of refuse be allowed. No lights shall be emitted which are unreasonably bright or cause unreasonable glare; no sound shall be emitted which is unreasonably loud or annoying; and no odor shall be emitted which is nauseous or offensive to others. No animals,birds,insects,or livestock of any kind shall be raised, bred, or kept on or in the Condominium Project other than properly licensed and certified service animals for disabled persons. The Board may (but shall not be obligated to) approve a request of a Unit Owner to keep a personal household pet with such conditions as the Board in its discretion may impose, including, without limitation, that such pet shall be registered, licensed and inoculated as may be required by the Board or local law from time to time, and that the Board may impose a special • Assessment on a Unit Owner to defray the maintenance costs associated with the pet. CO DOCS A 33277 v 13 28 • Section 13.6. Limit on Timesharing. No Unit Owner, excluding Declarant, shall offer or sell any interest in such Unit under a"timesharing"or"interval ownership"plan,or any similar plan without the specific prior written approval of the Declarant during the Period of Declarant Control, and thereafter the Association. Section 13.7. Restriction on Signs. No signs, billboards, posterboards, or advertising structure of any kind shall be displayed,erected, or maintained for any purpose whatsoever except such signs as have been approved by the Declarant during the Period of Declarant Control and,thereafter,the Association. Any signs which are permitted under the foregoing restrictions shall be erected or maintained on the Condominium Project only with the prior written approval of the Declarant during the Period of Declarant Control, and thereafter the Association,which approval shall be given only if such signs are of attractive design and as small a size as reasonably possible and shall be placed or located as directed or approved by the Association. Section 13.8. Social Membership. A Social Unit Owner shall be permitted lease, rent, or otherwise make available for occupancy its Social Unit subject to the following covenants and restrictions: (a) the lease,rent,or use agreement(the"Lease") shall be in writing for a term of no less than one(1) year on a form approved by the Association; • (b) Owner shall provide copies of publication certificates of the Ridge Run Notice and Snowmass Notice set forth in Section 13.9; (c) the Lease shall provide that lessee is subject to the terms of the Declaration,the Articles of Organization,the Bylaws,and all Rules and Regulations. Any failure of lessee to comply with the Declaration, the Articles of Organization, the Bylaws, or the Rules and Regulations shall be a default hereunder, as well as under the Lease, enforceable by the Association against the lessee and the Owner; (d) the Owner shall provide the Association with a copy of each Lease; and (e) the Owner may assign its voting rights in a Social Unit for the term of the Lease by written assignment with a copy provided to the Association. Until expiration or termination of the Lease, such Owner shall not be entitled to voting rights as "Owner" of the Social Unit and shall not be relieved of all duties and obligations thereby. Section 13.9. Notification by Social Unit Owners. Fora term of years, each Owner of a Social Unit covenants that,prior to selling or leasing the Social Unit, he or she shall notify owners of certain lots within the Ridge Run Subdivision, according to that • subdivision plat recorded in the Records on , in plat map at page CO DOCS A 33277 v 13 29 • as amended from time to time ("Ridge Run Owners"), and year-round residents who own real property located within the Town of Snowmass Village,Colorado("Snowmass Residents") in accordance with the following procedures: (a) In addition to the conveyance and transfer information required by the Association, pursuant to Section 8.5, and the lease information required by the Association,pursuant to Section 13.8,an Owner of a Social Unit shall provide copies of publication certificates from a newspaper of local circulation certifying that the Ridge Run Notice and Snowmass Notice have been given; (b) Prior to entering into any lease or contract for sale of a Social Unit, Owner shall advertise the availability of such Social Unit in a newspaper of local circulation weekly for four consecutive weeks containing substantially the following language:"Notice of Availability for[Purchase]/[Lease]. Owners within the Ridge Run Subdivision have an exclusive opportunity to submit offers for [purcbase]/[lease] of a Social Unit in the Timbers Club from [date] to [date +30 days]. Please contact the Owner for further details." (the"Ridge Run Notice"); (c) If,after the period of the Ridge Run Notice,the Owner has not entered into a binding agreement with a Ridge Run Owner, Owner shall advertise the availability for lease/purchase of such Social Unit in a newspaper of local circulation • weekly for four consecutive weeks containing language similar to the Ridge Run Notice but substituting "Snowmass Residents" for "Ridge Run Owners" (the "Snowmass Notice"); (d) If,after the period ofthe Ridge Run Notice and the Snowmass Notice, Owner has not entered into a binding agreement with either a Ridge Run Owner or Snowmass Resident,then Owner's notification obligation shall be deemed satisfied and Owner shall be relieved of any further obligation under this Section; provided, however, this notification requirement shall not terminate upon sale by Owner, and shall bind the purchaser of the Social Unit upon the date the purchaser becomes the Owner of the Social Unit; (e) Declarant may assign,lease,transfer,or convey its interest,right and title to the Social Units to an affiliate of Declarant without regard to this pre-sale notification requirement, provided such assignee shall agree to be bound by this Section upon the date the assignee becomes the Owner of the Social Units. The term "affiliate"herein shall mean and refer to any entity that is controlled by, related to or managed by Mr. David A. Burden or Mr. Mark Norris; (f) Declarant, and its immediate assignee, if any,may comply with this Section by providing a single Ridge Run Notice and a single Snowmass Notice • describing all Social Units available for purchase/lease. Declarant,and its immediate CO DOCS A 33277 v 13 30 • assignee,shall provide the Ridge Run Notice no later than 30 days after the issuance of a certificate of occupancy for the first phase of the Project; (g) This Section binds Owners of a Social Unit to a covenant enforceable by the Association and nothing in this Declaration is intended to create any legal right, title or interest, including without limitation, preemptive right, encumbrance or lien (equitable or otherwise), in favor of Ridge Run Owners or Snowmass Residents; and (h) Declarant may exercise its conversion rights set forth in Section 15.2(d)without regard to this notification requirement. This notification requirement shall not apply to any assignment, lease, transfer, or conveyance to the Association by Declarant or an Owner. Section 13.10. Restrictions on Use of Parking and Storage Areas. No parking shall be permitted at any location on the Common Elements unless specifically designated for parking by the Association, or in a location designated as Limited Common Elements and appurtenant to a specific Unit. No storage is permitted outside ofUnits except in specifically designated storage areas. No Owner may use any parking or storage space assigned to another. No Owner may use any parking space for storage or use any parking or storage space in any manner that obstructs or interferes with any other Owner's parking or storage • rights or that constitutes a safety hazard. Without limiting the generality of the powers of the Association with respect to parking or storage,the Association is specifically authorized, but not obligated, to remove any vehicle parked in any area not designated for parking, or any vehicle parked in any space that is assigned to another person or reserved for a specific use, or any vehicle parked in an obstructing or hazardous manner, or to remove any improperly stored or hazardous materials, in all cases at the expense of the Owner or Occupant that owns such vehicle or materials. Expenses incurred by the Association in connection with such removal (and storage, if necessary) shall be a personal obligation of such Owner and,if the Owner fails to pay such amount within seven(7)days after notice to the Owner of the amount owed, then the failure to pay shall be a default by the Owner and such expenses shall automatically become a default Assessment determined and levied against such Unit enforceable by the Association as provided in this Declaration. ARTICLE 14. EASEMENTS Section 14.1. Easement of Eniovment. Every Unit Owner shall have a non- exclusive easement for the use and enjoyment of the Common Elements, which shall be appurtenant to and shall pass with the title to every Unit, subject to the easements set forth in this Article 14 and the easements and restrictions set forth in Article 7 entitled "Unit Owners' Property Rights in Common Elements". • CC DOCS A 33277 v 13 31 • Sectionl4.2. Delegation of Use. Any Unit Owner may delegate,in accordance with the Condominium Documents, the Unit Owner's right of enjoyment in the Common Elements to an Occupant of the Unit Owner's Unit. Section 14.3. Recorded Easements. The Property shall be subject to any easements as shown on any recorded plat affecting the Property, as shown on the recorded Map or reserved or as granted under this Declaration. The recording data for recorded easements and licenses appurtenant to or included in the Property or to which any part of the Property may become subject is set forth on the attached Exhibit C. Section 14.4. Easements for Encroachments. The Condominium Project, and all portions of it,are subject to easements hereby created for encroachments between Units and the Common Elements as follows: (a) in favor of all Unit Owners, so that they shall have no legal liability when any part of the Common Elements encroaches upon a Unit; (b) in favor of each Unit Owner, so that the Unit Owner shall have no legal liability when any part of his Unit encroaches upon the Common Elements or upon another Unit; and • (c) in favor of all Unit Owners, the Association, and the Unit Owner of any encroaching Unit for the maintenance and repair of such encroachments. Encroachments referred to in this Section 14.4 include,but are not limited to,encroachments caused by error or variance from the original plans in the construction of the Improvements or any Unit constructed on the Property,by error in the Map,by settling, rising,or shifting of the earth, or by changes in position caused by repair or reconstruction of any part of the Condominium Project. Such encroachments shall not be considered to be encumbrances upon any part of the Condominium Project;provided,however,that encroachments created by the intentional act of a Unit Owner shall not be deemed to create an easement on the Property and shall be considered an encroachment upon the Condominium Project. Such encroachment shall be removed at Unit Owner's expense immediately upon notice from the Association. In the event such encroachment is not timely removed, the Association may effect removal of the encroachment and the expense thereof shall be a default Assessment to the Unit Owner. Section 14.5. Utility Easements. There is hereby created a general easement upon, across, over, in, and under all of the Property for ingress and egress and for installation, replacement, repair, and maintenance of all utilities, including but not limited to water, sewer, gas, telephone, electricity, and a cable communication system. By virtue of this easement, it shall be expressly permissible and proper for the companies providing such utilities to erect and maintain the necessary equipment on the Property and to affix and • maintain electrical, communications, and telephone wires, circuits, and conduits under the CO DOCS A 33277 v 13 32 • Property. Any utility company using this general easement shall use its best efforts to install and maintain the utilities provided without disturbing the uses of other utilities, the Unit Owners, the Association, and Declarant; shall complete its installation and maintenance activities as promptly as reasonably possible; and shall restore the surface to its original condition as soon as possible after completion of its work. Should any utility company furnishing a service covered by this general easement request a specific easement by separate recordable document,Declarant during the Period of Declarant Control and, thereafter,the Association,shall have the right and authority to grant such easement upon,across,over,or under any part or all of the Property without conflicting with the terms hereof. The easements provided for in this Section 14.5 shall in no way affect, avoid, extinguish, or modify any other recorded easement on the Property. Section 14.6. Emergency Access Easement. A general easement is hereby granted to all police, sheriff,fire protection,ambulance,and all other similar emergency agencies or persons to enter upon all streets and upon the Property in the proper performance of their duties. Section 14.7. Maintenance Easement. An easement is hereby granted to the Association and any Managing Agent and their respective officers, agents, employees and assigns upon,across,over,in,and under the Common Elements and a right to make such use of the Common Elements as may be necessary or appropriate to perform the duties and • functions which they are obligated or permitted to perform pursuant to this Declaration. Section 14.8. Easements of Access for Repair. Maintenance. and Emergencies. Some of the Common Elements are or may be located within the Units or may be conveniently accessible only through the Units. The Unit Owners and the Association shall have the irrevocable right,to be exercised by the Association as the Unit Owners' agent,to have access to each Unit and to all Common Elements from time to time during such reasonable hours as may be necessary for the maintenance,repair,removal,or replacement of any of the Common Elements therein or accessible therefrom or for making emergency repairs therein necessary to prevent damage to the Common Elements or to any Unit. Unless caused by the negligent or willful act or omission of a Unit Owner or Occupant,damage to the interior of any part of a Unit resulting from the maintenance, repair, emergency repair, removal,or replacement of any of the Common Elements or as a result of emergency repair within another Unit at the instance of the Association or of the Unit Owners shall be a Common Expense. Section 14.9. Easements Deemed Created. All conveyances of Units hereafter made, whether by Declarant or otherwise, shall be construed to grant and reserve the easements contained in this Article 14,even though no specific reference to such easements or to this Article 14 appears in the instrument for such conveyance. • CO DOCS A 33277 v 13 33 • ARTICLE 15. SPECIAL DECLARANT RIGHTS AND ADDITIONAL RESERVED RIGHTS Section 15.1. Special Declarant Rights. Declarant hereby reserves the right, from time to time, to perform the acts and exercise the rights hereinafter specified (the "Special Declarant Rights"). Declarant's Special Declarant Rights include the following: (a) Completion of Improvements. The right to complete improvements indicated on Plats and Maps filed with this Declaration. (b) Exercise of Development Rights. The right to exercise any Development Right reserved in Article 16 of this Declaration. (c) Sales.Management and Marketing. The right to locate,relocate and maintain sales offices, management offices, signs advertising the Condominium Project, and models within any Unit or Units and in the Common Elements. Declarant shall have the right to show Units and the Common Elements to prospective purchasers and to arrange for the use of any parking, storage, or recreational facilities within the Common Elements by prospective purchasers. (d) Construction Easements. The right to use easements through the Common Elements for the purpose of making improvements within the • Condominium Project or within Real Estate which may be added to the Condominium Project. (e) Master Association. The right to make the Condominium Project subject to a Master Association upon majority vote of the Owners. (f) Control of Association and Board of Directors. The right to appoint or remove any officer of the Association or any member of the Board of Directors. (g) Amendment of Declaration. The right to amend this Declaration in connection with the exercise of any Development Rights. (h) Amendment of Map. The right to amend the Map in connection with the exercise of any Development Rights. (i) ice. The right to maintain signs on the Common Elements advertising the Condominium Project,the Timbers Club,and any exchange program connected with the Club. 0) Post-Sales. The right to use the Common Elements to maintain customer relations and provide post-sale services to Unit Owners. • CO DOGS A 33277 v 13 34 • Section 15.2. Additional Reserved Rights. In addition to the Special Declarant Rights set forth in Section 15.1 above,Declarant also reserves the following additional rights (the"Additional Reserved Rights"): (a) Dedications. The right to establish, from time to time,by dedication or otherwise, utility and other easements for purposes including but not limited to streets, paths, walkways, ski-ways, drainage, recreation areas, parking areas, driveways, ducts, shafts, flues, conduit installation areas, and to create other reservations, exceptions and exclusions for the benefit of and to serve the Unit Owners within the Condominium Project. (b) Use Agreements. The right to enter into, establish, execute, amend, and otherwise deal with contracts and agreements for the use, lease, repair, maintenance or regulation of parking and/or recreational facilities,which may or may not be a part of the Condominium Project for the benefit of the Unit Owners and/or the Association. (c) Easement Rights. The rights to an easement through the Common Elements as maybe reasonably necessary for the purpose of discharging Declarant's obligations arising under this Declaration or the Act. (d) Conversion of Social Units. Without limitation to any and all • development rights under this Declaration and the Act, the right to convert Social Units into Common Elements,regardless of whether the Unit has been conveyed to a purchaser affiliated with the Declarant. (e) Other Rights. The right to exercise any Additional Reserved Right created by any other provision of this Declaration or of the Act. Section 15.3. Limitations on Special Declarant Rights and Additional Reserved Rights. Unless sooner terminated by an amendment to this Declaration executed by the Declarant, any Special Declarant Right or Additional Reserved Rights may be exercised by the Declarant so long as the Declarant(a)is obligated under any warranty or obligation;(b) holds a Development Right; (c) owns any Unit; or (d) holds a Security Interest in any Unit(s); provided, however, all Special Declarant Rights and Additional Reserved Rights shall terminate thirty (30) years after the date of recording this Declaration. Earlier termination of certain rights may occur pursuant to requirements of the Act. Section 15.4. Interference with Special Declarant Rights. Neither the Association nor any Unit Owners may take any action or adopt any rule and/or regulation that will interfere with or diminish any Special Declarant Rights or Additional Reserved Rights without the prior written consent of the Declarant. • CO DOCS A 33277 v 13 35 • Section 15.5. Rights Transferable. Any Special Declarant Rights or Additional Reserved Right created or reserved under this Article 15 for the benefit of Declarant may be transferred to any person by an instrument describing the rights transferred and recorded in the Records. Such instrument shall be executed by the transferor Declarant and the transferee. ARTICLE 16. RESERVATION OF DEVELOPMENT RIGHTS Section 16.1. )mansion Rights. Declarant expressly reserves the right to subject all or any part of the Real Estate described in Exhibit D attached hereto and hereby incorporated by reference (the"Expansion Property")to the provisions of this Declaration upon the substantial completion of Improvements on the Expansion Property. The consent of the existing Unit Owners,First Mortgagees or other holders of Security Interests shall not be required for any such expansion,and Declarant may proceed with such expansion without limitation at its sole option. In addition, Declarant also expressly reserves the right to add unspecified Real Estate to the Condominium Project as allowed by the Act. Additional development rights not previously reserved may be reserved within all or any portion of the Expansion Property as allowed by the Act. Section 16.2. Development and Withdrawal Rights. Declarant expressly reserves • the right to create Units, Common Elements and Limited Common Elements (the "Additional Improvements") to combine Units, to subdivide Units, to convert Units into Common Elements,to convert Common Elements into Units,and to allocate Real Estate as Limited Common Elements on all or any portion of the Real Estate reserved for future development in this Declaration. Declarant may exercise any or all of the Development Rights so reserved at any time with respect to all or any of the Real Estate marked subject to Development Rights in the Declaration. No assurances are made with respect to the boundaries of any parcels that may be developed or the order in which the parcels may be developed. Exercise of a Development Right with respect to any one parcel does not require exercise of a Development Right on any other parcel of Real Estate subject to Development Rights. No assurances are made, however, that any further development will occur. If all or any part of the Expansion Property is submitted to this Declaration, this right to reserve property for future development shall apply to such property as well. Declarant expressly reserves the right to withdraw all or any portion of the Property that is designated as subject to withdrawal in this Declaration from the Condominium Project by recording a document evidencing such withdrawal in the Records; provided, however, that no portion of the Property may be withdrawn after a Unit in that portion of the Property has been conveyed to a purchaser. The Real Estate withdrawn from the Condominium Project shall be subject to whatever easements, if any, are reasonably necessary for access to or operation of the Condominium Project. Declarant shall prepare and record in the Records whatever documents are necessary to evidence such easements and shall amend Exhibit C to this Declaration to include reference to the recorded easement. The Declarant alone is liable for • all expenses in connection with Real Estate subject to Development Rights. CO DOCS A 33277 v 13 36 • Section 16.3. Amendment of Declaration. If Declarant elects to submit the Expansion Property,or any part thereof,or Additional Improvements to this Declaration,or to subdivide or to convert Units or Common Elements,then at such time as construction of the Improvements on the Expansion Property or the Additional Improvements are substantially complete Declarant shall record an amendment to this Declaration reallocating the Allocated Interests so that the Allocated Interests appurtenant to each Unit will be apportioned according to the total number of Units submitted to this Declaration. The Allocated Interests appurtenant to each Unit in the Condominium Project, shall be based on formula set forth in Section 4.2. The Amendment to this Declaration shall contain at a minimum the legal description of the Expansion Property,or a part thereof,or a description of the Real Estate on which the Additional Improvements being submitted to this Declaration are located and a schedule of the Allocated Interests appurtenant to the Units in the Condominium Project. Section 16.4. Supplement to the Map. Declarant shall,contemporaneously with the amendment of this Declaration, file a supplement to the Map showing the location of the Additional Improvements constructed on the Expansion Property or the construction, combination, subdivision, conversion or allocation of Units or Common Elements allowed by this Article. The supplement to the Map shall substantially conform to the requirements contained in this Declaration. Section 16.5. Interpretation. Recording of amendments to this Declaration and • supplement to the Map in the Records shall automatically: (a) vest in each existing Unit Owner the reallocated Allocated Interests appurtenant to his or her Unit; and (b) vest in each existing holder of a Security Interest a perfected Security Interest in the reallocated Allocated Interests appurtenant to the encumbered Unit. Upon the recording of an amendment to this Declaration, the definitions used in this Declaration shall automatically be extended to encompass and to refer to the Property, as expanded. The Expansion Property, or any part thereof, or the Additional Improvements shall be added to and become a part of the Project for all purposes. All conveyances of Units after such expansion shall be effective to transfer rights in all Common Elements as expanded, whether or not reference is made to any amendment to this Declaration or supplement to the Map. Reference to this Declaration and Map in any instrument shall be deemed to include all amendments to this Declaration and supplements to the Map without specific reference thereto. Section 16.6. Maximum Number of Units. The maximum number of Units in the Condominium Project shall not exceed 125 Units, including Social Units or, if allowed by the Act, the maximum number of Units allowed by any governmental entity having • jurisdiction over the Property, pursuant to any development plan for the Property and the CO DOCS A 33277 v 13 37 • Expansion Property, if any. Declarant shall not be obligated to expand the Condominium Project beyond the number of Units initially submitted to this Declaration. Section 16.7. Construction Easement. Declarant expressly reserves the right to perform warranty work, and repairs and construction work and to store materials in secure areas, in Units and in Common Elements, and the future right to control such work and repairs, and the right of access thereto,until its completion. All work may be performed by Declarant without the consent or approval of any Unit Owner or First Mortgagee or holder of a Security Interest. Declarant has such an easement through the Common Elements as may be reasonably necessary for the purpose of discharging Declarant's obligations and exercising Declarant's reserved rights in this Declaration. Such easement includes the right to construct underground utility lines,pipes,wires,ducts,conduits,and other facilities across the Property not designated as reserved for future development in this Declaration or on the Map for the purpose of furnishing utility and other services to buildings and improvements to be constructed on any of the Property reserved for future development. Declarant's reserved construction easement includes the right to grant easements to public utility companies and to convey improvements within those easements anywhere in the Common Elements not occupied by an Improvement containing Units. If Declarant grants any such easements,Exhibit to this Declaration will be amended to include reference to the recorded easement. • Section 16.8. Reciprocal Easements. If all or part of the Expansion Property is not submitted to this Declaration, or if property is withdrawn from the Condominium Project ("Withdrawn Property"): (a) the owner(s) of the Expansion Property and/or Withdrawn Property shall have whatever easements are necessary or desirable, if any, for access, utility service, repair, maintenance and emergencies over and across the Condominium Project; and (b) the Unit Owner(s) in the Condominium Project shall have whatever easements are necessary or desirable, if any, for access, utility service, repair, maintenance, and emergencies over and across the Expansion Property and Withdrawn Property. Declarant shall prepare and record in the Records whatever documents are necessary to evidence such easements and shall amend Exhibit C to this Declaration to include reference to the recorded easement(s). Such recorded easement(s) shall specify that the owner(s) of the Expansion Property and the Withdrawn Property and the Unit Owners in the Condomini- um Project shall be obligated to pay a proportionate share of the cost of the operation and maintenance of any easements utilized by either one of them on the other's property upon such reasonable basis as the Declarant shall establish in the easement(s). Preparation and recordation by Declarant of an easement pursuant to this Section 16.8 shall conclusively • CO DOCS A 33277 v 13 38 • determine the existence, location and extent of the reciprocal easements that are necessary or desirable as contemplated by this Section 16.8. Section 16.9. Termination of Expansion and Development Rights. The Expansion Rights and Development Rights reserved to Declarant, for itself,its successors and assigns, shall expire thirty (30) years after the date of recording this Declaration in the Records, unless the Expansion Rights and the Development Rights are reinstated or extended by the Association, subject to whatever terms, conditions, and limitations the Board of Directors may impose on the subsequent exercise of the Expansion Rights and Development Rights by Declarant. Declarant may at any time release and relinquish some or all of the Expansion Rights and/or Development Rights with respect to all or any part of the Real Estate subject to such rights by instrument executed by Declarant and effective when recorded in the Records. Upon the expiration or other termination of the Expansion Rights and the Develop- ment Rights,any Real Estate then subject to such rights shall become Common Elements or Units, as applicable. Section 16.10. Interference With Expansion or Development Rights. Neither the Association nor any Unit Owner may take any action or adopt any rule or regulation that will interfere with or diminish any Expansion Rights or Development Rights reserved by this Article 16 without the prior written consent of the Declarant. • Section16.11. Transfer of Expansion or Development Rights. Any Expansion Rights or Development Rights created or reserved under this Article 16 for the benefit of Declarant may be transferred to any person by an instrument describing the rights transferred and recorded in the Records. Such instrument shall be executed by the transferor Declarant and the transferee. ARTICLE 17. INSURANCE Section 17.1. Coverage. Commencing not later than the first conveyance of a Unit to a purchaser and to the extent reasonably available, the Association shall obtain and maintain insurance coverage as set forth in this Article. If such insurance is not reasonably available,and the Board of Directors determines that any insurance described herein will not be maintained, the Board of Directors shall promptly cause notice of that fact to be hand delivered or sent prepaid by United States mail to all Unit Owners and Eligible First Mortgagees at their respective last known addresses. (a) Property Insurance. The Association shall maintain property insurance on the Condominium Project for broad form covered causes of loss in amount of insurance not less than the full insurable replacement cost of the insured property less applicable deductibles at the time insurance is purchased and at each renewal date,exclusive of land,excavations, foundations, and other items normally • excluded from property insurance policies. CO DOCS A 33277 v 13 39 • (b) Liability Insurance. The Association shall maintain commercial general liability insurance against claims and liabilities arising in connection with the ownership,existence,use,or management of the Condominium Project,insuring the Board of Directors, the Association, the Managing Agent, and their respective employees, agents and all persons acting as agents. The Declarant shall be included as an additional insured in such Declarant's capacity as a Unit Owner and member of the Board of Directors. Unit Owners shall be included as additional insureds but only for claims and liabilities arising in connection with the ownership, existence, use,or management of the Common Elements. The insurance shall cover claims of one or more insured parties against the other insured parties. (c) Fidelity Insurance. The Association shall maintain fidelity insurance on all persons who control or disburse funds of the Association. Coverage shall not be less in the aggregate than two months' current Assessments plus reserves, as calculated from the current budget of the Association. Any person employed as an independent contractor by the Association, including the Managing Agent must obtain and maintain fidelity insurance in like amount for the benefit of the Association unless the Association names such person as an insured employee in the policy of fidelity insurance specified above. (d) Other Insurance. The Board of Directors may also procure insurance • against such additional risks of a type normally carried with respect to properties of comparable character and use that the Board of Directors deems reasonable and necessary in order to protect the Condominium Project,the Association and the Unit Owners. (e) Unit Owners' Policies. Each Unit Owner may obtain additional insurance at his own cost for his own benefit so long as all such policies shall contain waivers of subrogation and provide further that the liability of the carriers issuing insurance to the Association hereunder shall not be effected or diminished by reason of any such insurance carried by any Unit Owner. Section 17.2. RR.quired Provisions. All insurance policies carried pursuant to the requirements of this Article 17 must provide that: (a) each Unit Owner and each Eligible First Mortgagee is an insured person under the policy with respect to liability arising out of such Unit Owner's interest in the Common Elements or membership in the Association; (b) the insurer waives its rights to subrogation under the policy against any Unit Owner or member of his household; • CO DOCS A 33277 v 13 40 • (c) no act or omission by any Unit Owner or Eligible First Mortgagee, unless acting within the scope of such Unit Owner's authority on behalf of the Association, will void the policy or be a condition to recovery under the policy; (d) if,at the time of a loss under the policy,there is other insurance in the name of a Unit Owner covering the risks covered by the policy, the Association's policy provides primary insurance; (e) any loss covered by the policies must be adjusted with the Association; (f) the insurance proceeds for any loss shall be payable to an insurance trustee designated for that purpose, or otherwise to the Association and not to any holder of a Security Interest; (g) the insurer shall issue certificates or memoranda of insurance to the Association and, upon request, to any Unit Owner or holder of a Security Interest; and (h) the insurerissuingthepol icymay not cancel orre fuseto renew ituntil thirty (30) days after notice of the proposed cancellation or non-renewal has been • mailed to the Association and any Unit Owner(s)and holder(s)of Security Interests to whom a certificate or memorandum of insurance has been issued at their respective last known addresses. Section 17.3. Adjustment of Claims. The Association may adopt and establish written nondiscriminatory policies and procedures relating to the submittal of claims, responsibility for deductibles,and any other matters of claims adjustment. To the extent the Association settles a property insurance claim,it shall have the authority to assess negligent Unit Owners causing such loss or benefitting from such repair or restoration all deductibles paid by the Association. In the event more than one Unit is damaged by a loss, the Association in its reasonable discretion may assess each Unit Owner a prorata share of any deductible paid by the Association. Section 17.4. Conies of Policies. A copy of each insurance policy obtained by the Association shall be made available for inspection by any Unit Owner at reasonable times. • CO DOCS A 33277 v 13 41 • ARTICLE 18. RESTORATION UPON DAMAGE OR DESTRUCTION Section 18.1. Duty to Restore. Any portion ofthe Condominium Project,for which insurance is required under the Act or for which insurance carried by the Association is in effect, that is damaged or destroyed must be repaired or replaced promptly by the Association unless: (a) the Condominium Project is terminated; (b) repair or replacement would be illegal under a state statute or municipal ordinance governing health or safety; (c) sixty-seven percent(67%)ofthe Unit Owners,including every Owner of a Unit or assigned Limited Common Element that will not be rebuilt,vote not to rebuild; or (d) prior to the conveyance of any Unit to a purchaser, the holder of a Security Interest on the damaged portion of the Condominium Project rightfully demands all or a substantial part of the insurance proceeds. In the event the Condominium Project is not repaired or replaced as allowed by • Subparagraphs(a),(b)and(c)above,then the Real Estate in the Condominium Project shall be sold and the proceeds distributed pursuant to the procedures provided for in the Act for termination of condominium projects. Section 18.2. Cam. The cost of repair or replacement in excess of insurance proceeds and reserves is a Common Expense. Section 18.3. Plans. The Property must be repaired and restored in accordance with either the original plans and specifications or other plans and specifications which have been approved by the Board of Directors and a Majority of Owners. Section 18.4. Replacement of Less Than Entire Propert y. If the entire Condominium Project is not repaired or replaced,the insurance proceeds attributable to the damaged Common Elements shall be used to restore the damaged area to a condition compatible with the remainder of the Condominium Project and, except to the extent that other persons will be distributees: (a) the insurance proceeds attributable to a Unit and Limited Common Elements that are not rebuilt must be distributed to the Unit Owner of the Unit and the Unit Owner of the Unit to which the Limited Common Elements were allocated, or to holders of Security Interests, as their interests may appear; • CO DOCS A 33277 v 13 42 • (b) the remainder of the proceeds must be distributed to each Unit Owner or holders of Security Interests, as their interests may appear, in proportion to the Allocated Interests in the Common Elements of all the Units; and (c) if the Unit Owners vote not to rebuild a Unit,the Allocated Interests of the Unit are reallocated upon the vote as if the Unit had been condemned,and the Association promptly shall prepare, execute and record an amendment to this Declaration reflecting the reallocations. Section 18.5. Insurance Proceeds. The insurance trustee,or if there is no insurance trustee, then the Board of Directors, acting by the President, shall hold any insurance proceeds in trust for the Association,Unit Owners and holders of Security Interests as their interest may appear. Subject to the provisions of the Sections above, the proceeds shall be disbursed first for the repair or restoration of the damaged Property, and the Association, Unit Owners and holders of Security Interests are not entitled to receive payment of any portion of the proceeds unless there is a surplus of proceeds after the Property has been completely repaired or restored, or the Condominium Project is terminated, in which event the surplus proceeds will be distributed as provided in this Declaration and the Act. Section 18.6. Certificates by the Board of Directors. The insurance trustee,if any, may rely on the following certifications in writing made by the Board of Directors: • (a) whether or not damaged or destroyed Property is to be repaired or restored; and (b) the amount or amounts to be paid for repairs or restoration and the names and addresses of the parties to whom such amounts are to be paid. Section 18.7. Certificates by Attorneys or Title insurance Companies. If payments are to be made to Unit Owners or holders of Security Interests,the Board of Directors, and the insurance trustee, if any, shall obtain and may rely on a title insurance company or attorney's certificate of title or a title insurance policy based on a search of the Records from the date of recording of this Declaration stating the names of the Unit Owners and the holders of Security Interest. ARTICLE 19. CONDEMNATION If all or part of the Condominium Project is taken by any power having the authority of eminent domain, all compensation and damages for and on account of the taking shall be payable in accordance with the provisions on eminent domain in the Act. • CO DOCS A 33277 v 13 43 • ARTICLE 20. MORTGAGEE PROTECTIONS Section 20.1. Introduction. This Article 20 establishes certain standards and covenants which are for the benefit of First Mortgagees. This Article 20 is supplemental to, and not in substitution for, any other provisions of this Declaration, but in the case of any conflict,this Article shall control. Section 20.2. Percentage of First Mortgagees. Unless specifically provided otherwise,wherever in this Declaration the approval or consent of specified percentage of Eligible First Mortgagees is required, it shall mean the approval or consent of sixty-seven percent(67%)of Eligible First Mortgagees. Each Eligible First Mortgagee shall be entitled to one vote for each Security Interest held by such Eligible First Mortgagee. Section 20.3. Notice of Actions. If requested in writing to do so, the Association shall give prompt written notice of the following to each Eligible First Mortgagee making such request: (a) any condemnation loss or any casualty loss which affects a material portion of the Common Elements or any Unit in which an interest is held by the Eligible First Mortgagee; • (b) any delinquency in the payment of Assessments which remains uncured for sixty(60)days by a Unit Owner whose Unit is encumbered by a Security Interest held by such Eligible First Mortgagee; (c) any lapse, cancellation, or material modification of any insurance policy or fidelity bond maintained by the Association; (d) any proposed action which would require the consent of Eligible First Mortgagees as set forth in this Article; (e) any judgment rendered against the Association; and (f) a copy of any financial statement of the Association. Section 20.4. Consent Required. The Association may not take any ofthe following actions, except as such rights have been specifically reserved by Declarant under the provisions of this Declaration, without the consent of sixty-seven percent (67%) of the Eligible First Mortgagees: (a) sale,conveyance or encumbrance ofthe Common Elements(provided, however, that the granting of easements for public utilities, for construction and maintenance of roads within the Condominium Project, or for other purposes • CO DOCS A 33277 v 13 44 • provided for in this Declaration will not be deemed a transfer within the meaning of this clause); (b) restoration or repair ofthe Condominium Project(after hazard damage or partial condemnation) in a manner other than that specified in this Declaration; (c) termination of this Declaration for reasons other than substantial destruction or condemnation, subject to the approval percentages required for such termination; (d) merger of the Condominium Project with any other common interest community; or (e) any action not to repair or to replace the Common Elements except as permitted in this Declaration. Section20.5. Notice of Objection. Unless an Eligible First Mortgagee provides the Secretary of the Association with written notice of its objection, if any, to any proposed amendment or action requiring the approval of Eligible First Mortgagees within thirty(30) days following the receipt of notice of such proposed amendment or action,the Eligible First Mortgagee will be deemed conclusively to have consented to or approved the proposed • amendment or action. Section 20.6. First Mortgagees' Rights. (a) Advance s. First Mortgagees,jointly or singly,may pay taxes or other charges which are in default and which may or have become a charge against any of the Common Elements or improvements thereon, and may pay overdue premiums on hazard insurance policies, or secure new hazard insurance coverage on the lapse of a policy, for the Common Elements. First Mortgagees making such payments shall be owed immediate reimbursement from the Association. (b) Cure Rights. First Mortgagees shall be entitled to cure any delinquency of the Unit Owner encumbered by a First Mortgage in the payment of Assessments. In that event,the First Mortgagee shall be entitled to obtain a release from the lien imposed or perfected by reason of such delinquency. Section 20.7. Limitations on First Mortgagee's Rights. No requirement for approval or consent by a First Mortgagee provided in this Article 20 shall operate to: (a) deny or delegate control over the general administrative affairs of the Association by the Unit Owners or the Board of Directors; • CO DOCS A 33277 v 13 45 • (b) prevent the Association or Board of Directors from commencing, intervening and/or settling any legal proceeding; or (c) prevent any insurance trustee or the Association from receiving and distributing any insurance proceeds in accordance with the requirements of Article 18 entitled "Restoration Upon Damage or Destruction". Section 20.8. Special Declarant Rights. No provision or requirement ofthis Article 20 entitled"Mortgagee Protections"shall apply to any Special Declarant Rights reserved to Declarant in this Declaration. ARTICLE 21. DURATION OF COVENANTS; AMENDMENT AND TERMINATION Section 21.1. Term. This Declaration and any amendments or supplements to it shall remain in effect from the date of recordation for a period of fifty(50)years. Thereafter, this Declaration shall be automatically extended for successive periods of ten (10) years each, unless otherwise terminated or modified as provided in this Article. Section 21.2. Amendment of Declaration. This Declaration may be amended as follows: • (a) Reserved Amendment Rights. To the extent that this Declaration and the Act expressly permit or require amendments that may be executed by the Declarant or by the Association, this Declaration may be amended by amendments executed solely by the Declarant or solely by the Association. (b) General Amendments. Except as otherwise allowed or restricted by this Section 21.2, this Declaration may be amended by a vote or agreement of Unit Owners to which more than fifty percent (50%) of the votes in the Association are allocated. (c) Permitted Use Amendments. This Declaration may be amended to change the uses to which any Unit is restricted only by a vote or agreement of Unit Owners to which at least sixty-seven percent (67%) of the votes in the Association are allocated. (d) ,Special Declarant Rights Amendments. This Declaration may be amended to increase Special Declarant Rights, increase the number of Units or change the boundaries of any Unit or the Allocated Interests of a Unit only by a vote or agreement of Unit Owners to which at least sixty-seven percent(67 0/0)of the votes in the Association, including sixty-seven percent (67%) of the votes allocated to • Units not owned by Declarant, are allocated. CO DOCS A 33277 v 13 46 • Section 21.3. Amendment by Declarant. To the extent permitted by the Act, Declarant may execute any amendment to the Declaration required or necessary to comply with secondary mortgage market and Colorado state regulatory requirements. Section 21.4. Amendment of Other Governing Documents. The Articles of Incorporation and Bylaws of the Association shall be amended in accordance with the term of such documents and the Colorado Revised Nonprofit Corporation Act,as remanded. The Hiles and regulations shall be amended as determined by the Board of Directors. Section 21.5. Execution of Amendments: Expenses. Any amendment shall be prepared, executed and recorded either by the Declarant or by an officer of the Association designated for that purpose or, in the absence of a designation, by the President of the Association. All expenses associated with preparing and recording an amendment to this Declaration shall be the sole responsibility o£ (a)any Unit Owners desiring an amendment as provided for in this Declaration or the Act; (b) the Declarant, to the extent the right to amend this Declaration is reserved to the Declarant and exercised by the Declarant;or(c) in all other cases by the Association as a Common Expense. Section 21.6. When Modifications Permitted. Notwithstanding the provisions of Section 21.2 and 21.3 above, no amendment or termination of this Declaration shall be effective in any event during the Period of Declarant Control,unless the written approval of • Declarant is first obtained. Section21.7. Recording ofAmendments. Any amendment to this Declaration made in accordance with this Article 21 shall be immediately effective upon the recording of the executed amendment in the Records together with a duly authenticated certificate of the Declarant or the Secretary of the Association stating that the required vote of Unit Owners, if any, and required consents of First Mortgagees (and/or Eligible First Mortgagee, as applicable)were obtained and are on file in the office of the Association. The amendment must be indexed in the grantee's index in the name of the Condominium Project and the Association and in the grantor's index in the name of each person or entity executing the Amendment. Section21.8. Rights of Eligible First Mortgagees. To the extent allowed by the Act, Eligible First Mortgagees shall have the rights to approve specified action of the Unit Owners or the Association as a condition to the effectiveness of those actions as provided in Article 20 entitled "Mortgagee Protections". Section21.9. Termination ofthe Condominium Project. The Condominium Project may only be terminated as provided in the Act. • CO DOCS A 33277 v 13 47 • ARTICLE 22. TIMBERS CLUB Section 22.1. Submission of Condominium Units to the Timbers Club. Declarant reserves the right to submit all or some of the Condominium Units in the Project to the Timbers Club as set forth in this Article. The provisions of this Article relate only to those Condominium Units submitted to the Timbers Club and shall govern the ownership of Club Interests in said Club Units and the rights,duties and obligations of Club Members. So long as Declarant: (a) holds a Development Right; (b) owns any Condominium Unit or Club Interest; (c) holds a Security Interest in any Condominium Unit or Club Interest; or(d) for thirty (30) years after the date of recording this Declaration, the right to submit a Condominium Unit to the Timbers Club shall extend only to the Declarant and shall specifically not be available to purchasers of Condominium Units in the Project, their successors, or assigns except with the prior written consent of Declarant. Thereafter, any Owner may submit a Condominium Unit to the Timbers Club,with the prior written consent of the Association. Submission of a Condominium Unit to the Timbers Club shall be subject to the prior written consent of any First Mortgagee of the Club Unit. The provisions of the Declaration shall apply to all Club Units and Club Interests created hereunder; provided, however,in the event of an inconsistency between this Article and the remaining provisions of the Declaration with respect to the ownership of a Club Unit or Club Interest and the rights, duties, and obligations of Club Members, then the provisions of this Article shall control. • Section 22.2. Definitions. Unless the context expressly requires otherwise,words shall have the meanings designated below with respect to those Condominium Units which are submitted to the Timbers Club. (a) "Club Assessment'means the assessment paid by the Club Members pursuant to Section 22. (b) "Club Calendar" means the calendar prepared each year by the Association, which shall at all times establish the dates of each Club Week at least five(5) years into the future. (c) "Club Interest'means an undivided interest as tenant-in-common in a Club Unit (four-bedroom or three-bedroom) together with the exclusive right to possession and occupancy of a comparable Club Unit during a specified number of weeks reserved by the Club Member pursuant to the Reservation Procedures. The undivided percentage interest in the four-bedroom Club Units allocated to each four- bedroom Club Interest is a 1/8 interest of the present estate in fee simple in said four- bedroom Club Unit. The undivided percentage interest in the three-bedroom Club Units allocated to each three-bedroom Club Interest is a 1/8 interest of the present estate in fee simple in said three-bedroom Club Unit. • CO DOCS A 33277 v 13 48 • (d) "Club Member" or, "Member" means the Owner vested with legal title to a Club Interest. (e) "Club Unit"means a Condominium Unit which is submitted to the Timbers Club. (I) "Club Unit Furnishings" means all furniture, appliances, moveable equipment, utensils, carpeting, accessories, and other personal property located within a Club Unit, an undivided interest in which is owned by the Club Members in the percentage assigned to the Club Member's Club Interest. (g) "Club Week"means a period of exclusive possession and occupancy of a Club Unit reserved pursuant to the Club Procedures. Club Weeks for each Club Unit are established each year for the dates set forth in the Club Calendar. Club Weeks will usually consist of seven (7) consecutive days beginning on a Friday, Saturday,Sunday,or Monday. All Club Weeks in a Club Unit shall be computed on the same basis and shall commence and end at the same time,on the same day of the week, according to this paragraph. (h) "Club Year" means the period from November 1st each year to October 31 st of the succeeding year. • (i) "Reservation Procedures" means the Reservation Procedures established by the Association pursuant to Section 22.10(b). Section22.3. Submission of Condominium Unit to Club OwnershiD. Declarantmay submit a Condominium Unit to Club Ownership either by recording a properly acknowledged notice executed by Declarant describing the Condominium Unit to be submitted to Club Ownership and reciting Declarant's intention to do so or by Declarant's execution,delivery and recordation of a deed conveying a Club Interest to a Club Member. By acceptance of a deed to a Club Interest,each Club Member waives his right to bring a suit for partition except in accordance with the provisions of this Declaration. For purposes of Sections 8.6 and 8.7 of the Declaration,a Condominium Unit submitted to Club Ownership shall be deemed conveyed to a Unit Owner other than a Declarant after conveyance of one hundred percent(100%) of the Club Interests in the Club Unit. Section 22.4. Conveyance by Purchaser. Each Club Interest shall constitute an estate in real property separate and distinct from all other Club Interests in the Club Unit and other Condominium Units, which estate may be separately conveyed and encumbered. A purchaser may acquire more than one Club Interest and thereafter convey or encumber each Club Interest so acquired separately. In no event,however, shall a Club Member convey or encumber less than a Club Interest as defined herein,or attempt to subdivide a Club Interest into lesser interests. In the event all Club Interests in a Club Unit are acquired by one • CO DOCS A 33277 v 13 49 • Member,such Club Unit may,at such Member's election and with the written consent of the Association by notice duly recorded, be withdrawn from this Timbers Club. Section 22.5. Legal Description of a Club Interest. A contract for sale of a Club Interest written prior to the date the Declaration is filed in the Records may legally describe a Club Interest by reference to the Club Unit No.,the purchaser's percentage interest in the Club Unit and the purchaser's right to use and occupy the Club Unit during periods reserved pursuant to the Reservation Procedures, or by completing the following legal description: For 3-bedroom units: Club Interest (insert Club Interest number designation. e.g.. C1-8 to C36-8) consisting of an undivided 12.5%interest as tenant-in-common in Club Unit _, according to the Condominium Declaration for the Timbers Club at Snowmass to be filed for Record in Pitkin County, Colorado, together with the exclusive right to possession and occupancy of a three-bedroom Club Unit during the Club Weeks reserved by the Club Member pursuant to the Reservation Procedures. For 4-bedroom townhomes: • Club Interest (insert Club Interest number designation. e.e.. TI-1 to T4-8) consisting of an undivided 12.5%interest as tenant-in-common in Club Unit according to the Condominium Declaration for the Timbers Club at Snowmass to be filed for Record in Pitkin County, Colorado, together with the exclusive right to possession and occupancy of a four-bedroom Club Unit during the Club Weeks reserved by the Club Member pursuant to the Reservation Procedures. After submission of a Condominium Unit to Club ownership,every contract for sale, deed, lease, mortgage, trust deed,or other instrument relating to a Club Interest will legally describe the Club Interest as follows: For 3-bedroom units: Club Interest(insert Club Interest number designation. e.g.. C1-8 to C36-8) consisting of an undivided interest as tenant-in-common in all three-bedroom Club Units,according to the Condominium Declaration for the Timbers Club at Snowmass recorded( date ), at (-Reception No.) and the Condominium Map recorded ( date ), at (Reception No.l in the office of the Clerk and Recorder of Pitkin County, Colorado, together with the exclusive right to possession and occupancy of a three-bedroom Club Unit during the Club Weeks reserved by the Club Member pursuant to the Reservation Procedures. • CO DOCS A 33277 v 13 50 • For 4-bedroom townhomes: Club Interest (insert Club Interest number designation. e.g.. T-1 to T4-8) consisting of an undivided 12.5%interest as tenant-in-common in Club Unit _, according to the Condominium Declaration for the Timbers Club at Snowmass recorded date ), at ( Reception No.) and the Condominium Map recorded ( to ), at (Reception No.) in the office of the Clerk and Recorder of Pitkin County, Colorado, together with the exclusive right to possession and occupancy of a four-bedroom Club Unit during the Club Weeks reserved by the Club Memberpursuant to the Reservation Procedures. Any legal description substantially in the form provided above or which is otherwise sufficient to identify the Club Interest shall be good and sufficient for all purposes to sell, convey,transfer and encumber or otherwise affect a Club Interest and all Common Elements, Limited Common Elements and easements appurtenant thereto. Section 22.6. Administration and Management. The administration and management of the Timbers Club shall be performed by the Association. The Association shall have all powers necessary or desirable to effectuate any of the purposes provided for herein. A Club Member,upon becoming the owner of a Club Interest,shall be a member of the Association and shall remain a member for the period of his ownership. A Club Member • shall be entitled to a vote,the size of which vote shall be based upon each Club Member's undivided interest as tenant-in-common in the Comparable Club Units. Voting by proxy shall be permitted. The Club Members shall constitute a separate Class of Members in the Association for purposes of voting on all issues affecting the administration and management of the Timbers Club. Section 22.7. Powers and Duties of the Association with Respect to Club Interests. By way of enumeration and without limitation and in addition to the powers and duties of the Association provided for in the Declaration,the Association shall also have the following specific powers and duties with respect to Club Interests: (a) coordinate the plans ofMembers formoving theirpersonal effects into and out of the Club Units with a view toward scheduling such moves, so that there will be a minimum of inconvenience to other Members; (b) cause each Club Unit to be maintained in a first class manner and condition. The Association shall determine the color scheme,decor, and furnishing of each Club Unit as well as the proper time for refurbishment, redecorating, and replacement thereof, (c) acquire and hold title to all Club Unit Furnishings. The Association shall, on behalf of all Members, hold title in its name to all Club Unit Furnishings, • CO DOCS A 33277 v 13 51 • and no Member shall have any right,title,or claim thereto,and the Association shall have the right to deal with Club Unit Furnishings for all purposes; (d) bill each Member for the expense of occupancy of a Club Unit during which occupancy the Association determines the individual expenses of the particular Member, including, but not limited to long-distance and other extraordinary telephone charges, extraordinary repairs or charges for damage to the Club Unit, its furniture, furnishings, equipment, fixtures, appliances, and carpeting caused by a Club Member or his guest,firewood,other charges rendered by the Managing Agent on behalf of the particular Club Member and maid service in addition to the standard maid service provided for each Club Week and included within the Club Assessment provided for in this Article; (e) collect the Club Assessment provided for in this Article; (f) establish,subject to modification at any time,publish,and administer the Reservation Procedures as provided for in this Article and such other rules and regulations as the Association deems necessary or desirable, specifically including but not limited to fines and restrictions on use and occupancy if a Member is not current on assessments or is otherwise in violation of the provisions of this Article; • (g) upon the vote of more than a Majority of Owners and the approval or consent of more than fifty percent (50%) of Eligible First Mortgagees, establish, subject to modification at any time,publish and administer procedures for the rental of Club Interests by Owners; and the Association may enter into separate rental agreements with Owners, provided that the Association shall not be the exclusive rental agent for the Timbers Club or impose any limitation or restriction that may cause the rental arrangements to be deemed securities under federal or state law; (h) prepare the Club Calendar; and (i) enforce the remedies for non-payment of the Club Assessments set forth in this Article. Section 22.8. Club Assessment. In addition to the Assessment for Common Expenses established by the Association to meet the Common Expenses of the Project,the Association shall also establish a separate Club Assessment which will be assessed against Club Interests to cover the assessment for Common Expenses for the Club Units and the additional costs of operating the Club Interests as part of the Timbers Club. The Club Assessment for each Club Interest may include but is not limited to,the following: (a) the allocated share of the Common Expenses Liability attributable to each Club Interest; • CO DOCS A 33277 v 13 52 • (b) maintenance, and regularly scheduled cleaning and maid service and upkeep of the Club Interest; (c) repair and replacement of the Club Furnishings; (d) any additional premium for property or liability insurance occasioned by the operation of the Timbers Club; (e) real and personal property taxes assessed against the Club Interests; (f) management fees assessed by the Managing Agent to cover the costs of operating the Timbers Club that are in addition to the management fees set by the Managing Agent for management of the Condominium Project; (g) a reserve for refurbishment and/or replacement of Club Unit Furnishings; and (h) any other expenses incurred in the normal operation of the Project attributable to operation of the Club Units as part of the Timbers Club and not otherwise within the definition of Common Expenses provided for in the Declaration. • The Club Assessment shall be assessed and prorated among the Club Members on the basis of the Member's Club Interest. The Club Assessment shall be paid by the Member pursuant to a schedule established by the Association. These Assessments shall be the personal and individual debt of the Club Member and all sums assessed but unpaid shall constitute a lien on the Club Interest. The Association shall have all of the rights in connection with the collection thereof as it has in connection with the collection of unpaid assessments for Common Expenses. Section22.9. Acceptance:Enforcement,Indemnification. By acceptance of a deed to a Club Interest, a Club Member agrees to be bound by the terms and conditions of the Declaration, specifically including, but not limited to, the provisions of the Timbers Club. In addition to all remedies provided to the Association in the Declaration, the Association shall also have the following special remedies with respect to any Club Member who fails to pay the Club Assessment or is otherwise in default of any provision of the Timbers Club: (a) In the event any Club Member fails to vacate a Club Unit after termination of a reserved Club Week or otherwise uses or occupies or prevents another Club Member from using or occupying a Club Week, that Club Member shall be in default hereunder and shall be subject to immediate removal,eviction or ejection from the Club Unit wrongfully occupied; shall be deemed to have waived any notices required by law with respect to any legal proceedings regarding the • removal, eviction or ejection; and shall pay to the Club Member entitled to use the Club Unit during such wrongful occupancy,as liquidated damages for the wrongful CO IOCS_A 33277 v 13 53 • use of the Club Unit, a sum equal to two hundred percent (200%) of the fair rental value per day for the Club Unit wrongfully occupied as determined by the Association in its sole discretion for each day,or portion thereof, including the day of surrender, during which the Club Member wrongfully occupies a Unit, plus all Costs of Enforcement which amounts may be collected by the Association in the manner provided herein for the collection of Assessments for Common Expenses. (b) Any Club Member who suffers or allows a mechanics' lien or other lien to be placed against his Club Interest or the entire Club Unit shall indemnify, defend and hold each of the other Club Members harmless from and against all liability or loss arising from the claim or such lien. The Association may enforce such indemnity by collecting from the Club Member who suffers or allows such a lien the amount necessary to discharge the lien and all Costs of Enforcement incidental thereto. If such amount is not promptly paid,the Association may collect the same in the manner provided herein for the collection of Assessments for Common Expenses. (c) Withhold use or possession of the Club Member's Club Interest during the Club Week, prohibit the Club Member from making any reservation pursuant to the Reservation Procedures, and upon notice, cancel any reservation previously made by the Club Member and rent any Club Week to which a Member • is entitled. (d) Except as to a transfer to a First Mortgagee by foreclosure or deed in lieu of foreclosure, no transfer of a Club Interest shall be permitted unless and until the proposed transferor is current as to all Assessments due to the Association and is otherwise not in default under any other provision of the Declaration. Any purported transfer of a Club Interest while a Member is delinquent or is in default on any other obligation shall be null and void. All of the remedies granted by the Condominium Documents, specifically including the specific remedies provided for in this Article are cumulative, and the exercise of one right or remedy by the Association shall not impair the Association's right to exercise any other remedy. The Association shall not be limited to the remedies set forth herein and may invoke any other or additional remedies provided for or allowed by the Act, in law or in equity. The Association may pursue any of the remedies provided for in whatever order is determined by the Association. The failure by the Association to insist in any one or more instances upon the strict compliance with any provision of the Condominium Documents, to exercise any right or option contained therein,to serve any notice or to institute any action or proceeding, shall not be construed as a waiver or relinquishment of any such provision, option or right. Section 22.10. Cross Use Easements Pertaining to Club Interests. All Club Interests • are subject to the following cross use easement rights and reservation procedures: CO DOGS A 33277 v 13 54 • (a) Cross Use Easement Rights. In order to maximize the availability of space to fulfill Club Members'desired use,subject to the provisions ofParagraph(b) below relating to reservations, all Club Interests shall be available for reservation, occupancy and use (the "Use Right Easement") by Members of Comparable Club Interests in the Project. Comparable Club Interests shall be deemed to be all Club Interests in the same type of Club Unit(4-bedroom Unit and 3-bedroom Unit). Each deed conveying a Club Interest shall be deemed to include a reservation of this Use Right Easement benefitting all Club Members. (b) Reservation Procedures. All Club Members shall be entitled to make reservations with the Association for the Club Week(s), or portions thereof, the Member desires to use pursuant to the reservation procedure from time to time established by the Association by rule and regulation(the"Reservation Procedure"). The Reservation Procedure shall specify the manner in which reservations are to be requested and confirmed. The right to reserve a Club Week, if unused in any year, is lost and does not accrue. The Reservation Procedure shall contain such schedules, conditions, restrictions and limitations as are deemed necessary or desirable by the Association. The Association may from time to time, without the consent of the Members or Eligible First Mortgagees,amend the Reservation Procedure to include, by way of enumeration and without limitation,one or more of the following features: • i. A preferential reservation system for Club Weeks which include holidays, such as New Year's Day, Martin Luther King Jr. Day, Presidents Weekend, Memorial Day, Independence Day, Labor Day, Veterans' Day, Thanksgiving, Christmas or other holiday period which allocates the opportunity to reserve the more popular holidays among the Owners of Club Interests; ii. A procedure for determining priority of reservation by lot, drawing, rotation, or otherwise on an annual or rotating basis; iii. Restrictions on use and occupancy of a Club Week if a Member is not current on assessments or is otherwise in violation of the provisions of the Timbers Club; iv. Penalties, including forfeitures of reservation rights for the calendar year, for untimely cancellations or reservations; V. Short term reservation procedures for otherwise unreserved Club Weeks, or portions thereof(as hereinafter defined); vi. A schedule of fees to be separately charged to Club Members who use a portion of a Club Week or who use a Club Week on a Space • CO DOCS A 33277 v 13 55 • Available basis to cover the additional expenses of such use, including but not limited to,additional administrative,janitorial and maid service costs;or vii. Such other conditions, restrictions and limitations as the Association shall deem necessary under the circumstances to assure a manageable and fair system. (c) Space Available Club Weeks shall mean any period of time not otherwise reserved which is used by a Member pursuant to the short term reservation procedures of the Reservation Procedure and is in excess of the Club Week(s) the Member is entitled to reserve. The purpose of this period is to allow Members to use and occupy Club Weeks,or portions thereof,on a space available basis which might otherwise remain unoccupied. (d) Rental. The Reservation Procedures may prohibit or limit the right of Club Members to rent or to allow use by an unaccompanied guest of any Club Week otherwise properly reserved by a Club Member. Section 22.11. Right of Repurchase. The Club Interests, and any and all rights and interests now or hereafter appurtenant to each of them, shall be subject to a right of first refusal to repurchase("Repurchase Option")by Declarant if,during the term of Declarant's • Additional Reserved Rights, an Owner wants to or is required to sell, assign, or otherwise transfer its Club Interest (not including a deed in lieu of foreclosure, transfer by public trustee or sheriffs deed, or any transfer in connection with the merger, consolidation, liquidation or reorganization in Owner)(a"Transfer'). A Transfer shall not include the sale, assignment or other transfer of a First Mortgagee of its right or interest in a Club Interest. Declarant shall have the right to exercise the Repurchase Option by giving written notice at any time within sixty(60) calendar days after the date upon which Owner shall have given written notice to Declarant of the a potential Transfer, together with a copy of the proposed contract of sale or other document affecting the Transfer,which includes all material terms to the Transfer. If any such notice shall not be so given by Declarant to Owner on or before the expiration of the respective 60 day period and if Owner completes the Transfer to a third party, Declarant's right to exercise the Repurchase Option with regard to the Club Interest shall thereupon cease and terminate. If Owner does not complete the Transfer within ninety (90) days of giving written notice to Declarant, the Repurchase Option with regard to the Club Interest shall not terminate and Owner shall be required to provide a successive written notice(s)of a proposed Transfer. (a) The "Repurchase Option Price" shall mean the bona fide purchase price offered to an Owner with respect to a Club Interest. (b) Within 60 days after Declarant gives notice of the exercise of the Repurchase Option,Owner shall tender to Declarant Owner's Special Warranty Deed • for the Club Interest to be exchanged for"good funds," as defined under Colorado CO DOCS A 33277 v 13 56 • law, from Declarant in the amount of the Repurchase Option Price. Owner shall deliver title to the Club Interest to Declarant at the closing of the Repurchase Option in the same condition as when delivered by Declarant to Owner, except as to nondelinquent property taxes and assessments for the year of said closing, which taxes and assessments shall be prorated between Declarant and Owner to the date of such closing, so that Owner bears such taxes and assessments for the period of its ownership of the Club Interest. Owner agrees to pay all costs and expenses for such closing, including the premium for an extended owners title insurance policy in the amount of the Repurchase Option Price, insuring that title to the Club Interest is vested in Declarant. (c) In the event Declarant fails to exercise the Repurchase Option within the time and in the manner set forth above,Declarant shall not have any further right to exercise the Repurchase Option with regard to such Club Interest and Declarant agrees, upon Owner's written request, to record in the Records a duly executed and acknowledged release releasing Declarant's right to exercise the Repurchase Option with regard to such Club Interest. Upon expiration of the term of Declarant's Additional Reserved Rights or, at any earlier time in Declarant's sole and absolute discretion, Declarant shall duly execute and record in the Records an acknowledgment of termination of the Repurchase Option with regard to all Club Interests. • (d) This Repurchase Option shall be subordinate and junior to the legal operation and effect of the Security Interests of First Mortgagees. ARTICLE 23. MISCELLANEOUS Section 23.1. Enforcement. Enforcement of the covenants,conditions,restrictions, easements, reservations, rights-of-way, and other provisions contained in this Declaration and the other Condominium Documents shall be through any proceedings at law or in equity brought by any aggrieved Unit Owner,the Association,or Declarant against the Association or any Unit Owner. Such actions may seek remedy by injunction or restraint of a violation or attempted violation, or an action for damages, or any of them, without the necessity of making an election. Section 23.2. Notice . All notices,demands,or other communications required or permitted to be given hereunder shall be in writing, and any and all such items shall be deemed to have been duly delivered upon personal delivery;upon actual receipt,in the case of notices forwarded by certified mail,return receipt requested,postage prepaid;as of 12:00 Noon on the immediately following business day after deposit with Federal Express or a similar overnight courier service;or as of the third business hour(a business hour being one of the hours from 8:00 a.m. to 5:00 p.m. on business days)after transmitting by telecopier. • CO ROCS A 33277 v 13 57 • Section23.3. Nonwaiver. Failure by Declarant,the Association,or any Unit Owner or Eligible First Mortgagee to enforce any covenant, condition, restriction, easement, reservation,right-of-way,or other provision contained in the Condominium Documents shall in no way or event be deemed to be a waiver of the right to do so thereafter. Section 23.4. Severability. The provisions of this Declaration shall be deemed to be independent and severable, and the invalidity of any one or more of the provisions of it by judgment or court order or decree shall in no way affect the validity or enforceability of any of the other provisions, which provisions shall remain in full force and effect. Any provision which would violate the rule against perpetuities and the rule prohibiting unlawful restraints on alienation shall be construed in a manner as to make this Declaration valid and enforceable. Section 23.5. Number and Gender. Unless the context provides or requires to the contrary, the use of the singular herein shall include the plural, the use of the plural shall include the singular, and the use of any gender shall include all genders. Section 23.6. Captions. The captions to the Articles and Sections and the Table of Contents at the beginning of this Declaration are inserted only as a matter of convenience and for reference, and are in no way to be construed to define, limit, or otherwise describe the scope of this Declaration or the intent of any provision of this Declaration. • Section 23.7. Conflicts in Legal Documents. In case of conflicts between the provisions in this Declaration and the Articles of Incorporation or the Bylaws,this Declara- tion shall control. In case of conflicts in the provisions in the Articles of Incorporation and the Bylaws, the Articles of Incorporation shall control. Section 23.8. Vesting of Interests. Any interest in property granted under this Declaration shall vest, if at all, on or before the date of the death of the survivor of the now living children of Prince Charles, Prince of Wales,plus twenty-one years. Section 23.9. Exhibits. All the Exhibits attached to and described in this Declaration are incorporated in this Declaration by this reference. Section 23.10. Choice of Law. This Declaration shall be construed and interpreted in accordance with the laws of the State of Colorado,and specifically,the provisions of the Act and not the general common law (including remedies) of tenancy-in-common. Section 23.11. Third Party Beneficiary. This Declaration is submitted,imposed, and declared solely for the benefit of the Declarant,Unit Owners,Owners of Club Interests,First Mortgagees, and their respective successors, assigns, heirs, executors, administrators, and personal representatives. No party shall be deemed a third party beneficiary of this Declaration. • CO DOGS A 33277 v 13 58 • Executed as of the_day of , 2000. THE TIMBERS AT SNOWMASS, L.L.C., a Colorado limited liability company By: NORRIS/BURDEN GROUP,INC.,a Colorado corporation, its manager By: David A. Burden, President • • CO DOCS A 33277 v 13 59 • STATE OF COLORADO ) ss. COUNTY OF ) Subscribed to and sworn to before me this day of 2000, by David A. Burden, President of Norris/Burden Group, Inc., a Colorado corporation, as manager of the Timbers at Snowmass L.L.C., a Colorado limited liability company. Witness my hand and official seal. NOTARY PUBLIC My Commission Expires: • • CO_DCCS A 33277 v 13 60 • MORTGAGEE'S CONSENT The undersigned hereby consents to the execution and recording of the foregoing Declaration and hereby subordinates the lien of its Deed of Trust, dated and recorded in Book at Page_as Reception No. in the records of Pitkin County, Colorado, to this Declaration and the effect hereof. Dated this_day of , 200_. TEXTRON FINANCIAL CORPORATION, a Delaware corporation By: Title • STATE OF ) ss. COUNTY OF ) Subscribed to and swom to before me this—day of , 200_1 by_ as of Textron Financial Corporation, a Delaware corporation. Witness my hand and official seal. NOTARY PUBLIC My Commission Expires: • CO_DOCS A 33277 v 13 • EXHIBIT TO A DECLARATION The Property referred to in the Declaration is described as follows: Parcel K, (including the 1.386 acre"Ski Easement'area and the undesignated 1.471 acre tract lying north of Faraway Road), Faraway Ranch, according to the Gross Parcel Plat thereof recorded March 18, 1985 in Plat Book 17, at Page 5. • • CO DOCS A 33277 v 13 A-1 • EXHIBIT TO B DECLARATION TABLE OF ALLOCATED INTERESTS (Phase 010 [Allocation of various percentage shares will be determined upon (a) final floor plans, including calculation of square footage and number of parking spaces, (b) final budgets regarding operational costs for units and club amenities, and (c) final phasing plans.) • • CO DOCS A 33277 v 13 B"1 • Percentage Percentage Vote in the share of share of affairs of Unit No. Common Elements Common Expenses Association Three-Bedroom Club Units 1 [TO BE 2 DETERMINED] 3 4 5 6 7 8 9 10 11 12 13 14 15 16 • 17 18 Four-Bedroom Club Units 1 2 Social Units 1 2 3 4 5 6 7 • CO DOCS A 33277 v 13 B-2 • Percentage Percentage Vote in the share of share of affairs of Unit No. Common Elements Common Expenses Association Social Units (Con't) 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 • 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 • 46 CO DOCS A 33277 v 13 B"3 • Percentage Percentage Vote in the share of share of affairs of Unit No. Common Elements Common Expenses Association Social Units (Con't) 100 percent 100 percent 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 • 62 63 64 65 66 67 68 69 70 100 percent 100 percent 100 percent • CO DOCS A 33277 v 13 B-4 • EXHIBIT TO B-I DECLARATION ISSUES FOR CLASS VOTING Any issue relating solely to the Social Unit,or the Club Units shall be decided by the Owner(s) of the particular Unit(s) voting as a Class on the issue. The decision on whether an issue relates solely to only one type of Unit shall be determined in the sole discretion of the Board of Directors. Any issue relating to a Limited Common Element appurtenant to more than one type of Unit, but not appurtenant to all types of Units shall be decided by the Owner(s) of the Units to which the Limited Common Elements are appurtenant, voting as a Class. The decision on whether an issue relates solely to Limited Common Elements appurtenant to less than all types of Units shall be decided in the sole discretion of the Board of Directors. As provided in Section 22.6 of the Declaration, the Club Members shall constitute a separate Class of Members in the Association for purposes of voting on all issues affecting the administration and management of the Timbers Club specifically including, but not • limited to,the Reservation Procedures and any other rules and regulations affecting only the Timbers Club. • CO ROCS A 33277 v 13 B1-1 • EXHIBIT B-2 TO DECLARATION CATEGORIES OF COMMON EXPENSES ALLOCATED AMONG THE CONDOMINIUM UNITS, SOCIAL UNITS AND CLUB UNITS 1. Common Expenses associated with the maintenance, repair or replacement of those parts of the Improvements which are Common Elements shall be allocated on the Percentage of Common Expenses Liability set forth in Exhibit B. Examples of such Common Expenses are: Utilities (unless separately metered or disproportionately benefitting fewer than all of the Units) Insurance Common Access 2. The Club Assessment described in Section 22.8 of the Declaration shall be allocated to the Club Interests. The Club Assessment includes the Common Expenses assessed to Club Units and the additional costs of operating the Club Interests as part of the Timbers Club as more particularly set forth in Section 22.8. • [Additional Allocation Descriptions to be inserted once Floor Plans are Final) • CO DOCS A 33277 v 13 132-1 • EXHIBIT C TO DECLARATION EASEMENTS AND LICENSES OF RECORD I. Any and all unpaid taxes and assessments and any unredeemed tax sales. 2. Right of the proprietor of a vein or lode to extract or remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted as reserved in United States Patent recorded in Book 55 at Page 480,Book 55 at Page 146 and Book 55 at Page 93. 3. Right of the proprietor of a vein or lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted and right of way for ditches or canals constructed by the authority of the United States as reserved in United States Patent recorded in Book 55 at page 59. 4. Easements and rights of way as granted in instrument recorded in Book 231 at Page 353. • 5. Terms, conditions and obligations of Agreement recorded in Book 231 at Page 374, as it affects the subject property. 6. Easement 10 feet in width as granted to the Mountain States Telephone and Telegraph Company recorded in Book 228 at Page 383. 7. Agreements,easements and rights of way for 30 foot road and utility purposes as set forth in Easement Agreement between Benedict Land and Cattle Company and Snowmass American Company, and Easement and right of way 20 feet in width for skiing purposes as set forth in Easements Agreement between Benedict Land and Cattle Company and Snowmass American Company,recorded April 7, 1971 in Book 254 at Page 550 and amendment thereto recorded June 24, 1980 in Book 390 at Page 532, as amended by Second Amendment to 1971 Easements Agreement recorded March 3, 1988 in Book 558 at Page 412. 8. Underground right of way easement as granted to Holy Cross Electric Association, Inc., in instrument recorded December 10, 1975 in Book 306 at Page 532. 9. Easements, rights of way and other matters as disclosed on the Faraway Ranch S.P.A. Final Land Use Plan,recorded in Plat Book 17 at Page 4 and of the Faraway Ranch Subdivision Gross parcel Plat recorded in Plat Book 17 at Page 5. • CO DOCS A 33277 v 13 C-1 • 10. Terms, conditions, provisions of Easement Agreement by and between Benedict Land and Cattle Company, a Colorado Corporation and Aspen Skiing Company, a Colorado general partnership, recorded October 1, 1984 in Book 474 at Page 230. 11. Terms, conditions,provisions, obligations and all matters as set forth in Ordinance No. 22, Series of 1984 by Town of Snowmass Village recorded March 18, 1985 in Book 483 at page 21. 12. Terms,conditions and provisions of Easement Agreement as set forth in instrument recorded May 28, 1986 in Book 511 at Page 673. 13. Terms, conditions and provisions of Ordinance No. 22 (Series of 1984), recorded March 18, 1985 in Book 483 at Page 21; and/or Resolution No. 34 (Series of 1988) recorded September 2, 1988 in Book 572 at Page 558. 14. Terms, conditions,provisions and obligations as contained in Declaration of Height Restrictions between Fredric A.Benedict,Fabienne Benedict and Town Ridge,Inc., a Colorado Corporation, recorded December 29, 1983 in Book 458 at Page 113. 15. Terms and conditions of Declaration of Covenant recorded May 2, 1991 in Book 645 at Page 485. • 16. Easement and right of way for culvert purposes as set forth in Cut and Fill Culvert Easement Agreement recorded September 9, 1996 as Reception No. 396815. 17. Encroachments and all matters as disclosed by Survey of Schmueser Gordon Meyer, Inc., dated April 16, 1998 as Job No. 98031. • CO DOCS A 33277 v 13 C-2 • EXHIBIT D LEGAL DESCRIPTION OF EXPANSION PROPERTY NONE • • CO DOCS A 33277 v 13 D-1 • EXHIBIT E UNITS SUBMITTED TO TIMBERS CLUB Three-Bedroom Club Units Interest Allocation ITO BE DETERMINED] Four-Bedroom Club Units • • CO DOCS A 33277 v 13 E-1 THE TIMBERS CLUB PRECONSTRUCTION PURCHASE AND SALE AGREEMENT (Three-Bedroom Club Unit) • • • THE TIMBERS CLUB PRECONSTRUCTION PURCHASE AND SALE AGREEMENT (Three-Bedroom Club Unit) TABLE OF CONTENTS 1. The Club Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. Description of the Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 A. The Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 B. Project Legal Documentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 C. The Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 D. Timbers Club . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3. Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 A. Earnest Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 B. Reservation Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 C. Ba a c . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4. Construction of Club Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 A. Substantial Completion . . . . . . . . . . . . . . . 4 . . . . . . 4 . . . . . . . . . . . . . . . . . . . . . . 3 • B. Plans and Specifications . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . 3 C. Inspection by Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 D. Control of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 5. Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 A. Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 B. Title Review . . 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . . . . . 5 6. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7. Adjustments, Closing Costs and Working Capital . . . . . . . . . . 4 . . . . . . . . . . . . . . . . . 7 8. Title Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 9. Risk of Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 10. Damage to the Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 11. Default and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 12. Special Districts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 • 13. Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 CO DOCS A 41092 v 12 1 • A. Limited Warranty by Selle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 B. Appliance Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 C. Restrictions on Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 D. Magnuson-Moss Warranty Act Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 E. Acknowledgment: Survival of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 14. Disclaimers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 15. Representations,Warranties, Acknowledgments of Purchaser . . . . . . . . . . . . . . . . 10 A. Association Assessments and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 B. No Financine Contingency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 C. Colvorations. Partnership and Associations. and Trusts . . . . . . . . . . . . . . . . . . . 11 (i) Comorations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 (ii) Partnership or Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 (iii) Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 D. Parking: Social Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 I E. Public Transportation: Public Parking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 F. Seller's Right to Make Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 G. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 H. nI sulation . . . . . . . . . * . on. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 I. Notice Re ag rding Soils Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 J. Building Codes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 • K. Radon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 L. Seller's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 16. Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 17. Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 A. Joint and Several Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 B. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 C. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 D. Recordation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 E. Invalid Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 F. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 G. Prior Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 H. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 I. Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 18. Additional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 EXHIBIT A - Features List and Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 EXHIBIT B - Exceptions to Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1 EXHIBIT C - Soils Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1 • CO DOCS A 41092 v 12 11 • THE TIMBERS CLUB PRECONSTRUCTION PURCHASE AND SALE AGREEMENT (Three-Bedroom Club Unit) THIS AGREEMENT is made by and between the Timbers at Snowmass,LLC,a Colorado limited liability company, with offices at 25 Lower Woodbridge Road, Suite 102-B, Snowmass Village, Colorado 81615 ("Seller") and the following purchaser(s) ("Purchaser"): Name(s): Address: City: State: Zip Code: Residence Phone: ( 1 Business Phone: ( )-Fax: ( 1 Purchaser agrees to purchase, and when executed by Seller, Seller agrees to sell a Club Interest in a Club Unit specified below in the Timbers Club in Snowmass Village, Colorado, (the "Project") on the following terms and conditions. Capitalized terms not defined in this Agreement are defined in the Condominium Declaration for the Timbers Club at Snowmass to be recorded in the office of • the Clerk and Recorder of Pitkin County, as subsequently amended (the "Declaration"). 1. The Club Interest. This Agreement provides for the purchase and sale of a Club Interest consisting of an undivided interest in a three-bedroom Condominium Unit initially submitted to the Timbers Club, Pitkin County, Colorado ("Club Units") together with the exclusive right to possession and occupancy of a comparable Club Unit during the periods of time ("Club Weeks") reserved by the Club Members pursuant to the Reservation Procedures. The undivided percentage interest,as tenant-in-common,in the three-bedroom Club Units is a 1/8 interest of the present estate in fee simple in said three-bedroom Club Unit. Seller intends to construct the Project in phases and reserves the right, as Declarant, to submit up to thirty-six (36) three-bedroom and four (4) four- bedroom Condominium Units to the Timbers Club. The Club Units include an undivided interest in the Common Elements and an exclusive or non- exclusive right to use the Limited Common Elements associated with the Club Units,as set forth in the Declaration and the Map. Project features and a description of the personal property contained in the Club Units are set forth on Exhibit A attached hereto. 2. Description of the Project. A. The Project. The Project shall consist of thirty-six (36) three-bedroom condominium units, four (4) four-bedroom condominium units, a snowmelted plaza, an indoor parking structure, which will include approximately seventy (70) condominium • parking spaces as "Social Units,"and related Common Elements. CO_DOCS_A 41092 v 12 • B. Project Legal Documentation. The Project will be subject to and governed by the Condominium Documents including the Declaration and the Map for the Project, to be recorded prior to Closing. By signing this Agreement, Purchaser acknowledges receipt of the following documents: (i) The Declaration (version (ii) The Articles of Incorporation and Bylaws of the Association; (iii) Club Rules, Regulations and Reservation Procedures (the "Club Rules"); and (iv) Colorado Disclosure Statement. C. The Association. All Owners of Club Interests shall be members of the Timbers Club at Snowmass Owners Association,Inc.,a Colorado non-profit corporation(the "Association"),and are subject to and governed by Articles of Incorporation,Bylaws,Rules and Regulations of the Association in effect from time to time. D. Timbers Club. Up to thirty-six(36)three-bedroom Condominium Units and up to four (4) four-bedroom Condominium Units will be submitted to the Timbers Club pursuant to Article 22 of the Declaration. Seller may also elect to sell the Condominium • Units as whole interests. 3. Purchase Price. The purchase price for the Club Interest shall be $ (the "Purchase Price"), subject to adjustment in accordance with Paragraph 7 of this Agreement, payable as follows: A. Earnest Money. Upon Purchaser's execution of this Agreement, Purchaser shall pay to Seller ten percent(10%)of the Purchase Price,which is$ Upon receipt of a certificate from Seller's architect of the dry-in of the phase of Club Units related to this Agreement, Purchaser shall pay to Seller an additional ten percent (10%)of the Purchase Price. (Both payments are hereinafter collectively,the"Earnest Money"). For purposes of this Agreement, the term "dry-in" shall refer to the stage of construction when the roof and exterior walls can maintain a reasonably dry interior. To protect Purchaser's interest in the Earnest Money deposited with respect to the Club Interest, Seller has established an escrow agreement with Land Title Guarantee Company("Escrow Agent")and Seller shall deliver to Escrow Agent any Earnest Money received from Purchaser within one (1) business day of receipt. Escrow Agent shall place the Earnest Money in one or more insured, interest bearing accounts. References herein to the"Earnest Money"shall include all interest accrued thereon. The Escrow Agent will hold the Earnest Money until Closing. The escrow agreement does not permit Seller to use the Earnest Money prior to Closing. • CO DOCS A 41092 v 12 2 • B. Reservation Deposit. Purchaser may have previously deposited with Escrow Agent certain sums, in an interest bearing account,in connection with the reservation of an opportunity to purchase a Club Interest ("Reservation Deposit"). Provided Escrow Agent is the holder of Purchaser's Reservation Deposit, Purchaser may elect to apply the Reservation Deposit to the Earnest Money obligation by initialing in the space provided below: INITIAL C. Balance. Purchaser shall pay the balance of the Purchase Price, or $ as adjusted under Paragraph 7 below, in cash or certified funds at the Closing unless Seller and Purchaser have otherwise agreed in an Addendum to this Agreement to enter into a financing arrangement in which case, the balance of the Purchase Price shall be paid pursuant to the terms of the Addendum. 4. Construction of Club Units. A. Substantial Completion. While Seller shall use reasonable efforts to substantially complete construction of the phase of Club Units related to this Agreement within ten (10) months from commencement of construction, Seller shall substantially • complete construction of the phase of Club Units related to this Agreement no later than twenty-four (24) months from the date on which Purchaser executes this Agreement. However,the date of Substantial Completion will be extended for any delays beyond Seller's control,including,but not limited to,delays caused by weather,inability to obtain materials, labor shortages, strikes, acts of God, moratoriums, governmental regulations, court orders and other conditions or events legally recognized in the State of Colorado as frustrating or rendering impossible performance of contracts. For purposes of this Agreement, "Substantial Completion"shall be defined as the date Seller has obtained either a temporary (conditional) or a permanent certificate of occupancy for the phase of Club Units related to this Agreement from an appropriate governmental authority. B. Plans and Specifications. The Club Units will be constructed by Seller in substantial conformance with plans and specifications prepared by Seller's architect, Stryker/Brown Architects, P.C. (the "Plans and Specifications"). The Plans and Specifications are available for review by Purchaser at Seller's office during normal business hours. Seller reserves the right,at its option,to substitute or change fixtures,equipment and materials with fixtures,equipment and materials of equal or better quality and to make other minor modifications to the Plans and Specifications as Seller determines if Seller's architect certifies that the quality of a Club Unit remains substantially unaffected or is improved by such substitutions and changes. Statements of approximate square footages of the Club Units, as well as of the Common Elements, may be made in the Plans and Specifications. Purchaser acknowledges,however,that square footage calculations maybe made in a variety • of manners, and as long as the Club Units are constructed substantially in accordance with CO DOCS A 41092 v 12 3 • the Plans and Specifications,Purchaser will have no right to rescind this Agreement,nor will Purchaser be entitled to any claim for breach of this Agreement or adjustment of the Purchase Price, on account of alleged discrepancies in square footage calculations. PURCHASER HEREBY ACKNOWLEDGES THAT PURCHASER HAS REVIEWED AND ACCEPTED THE PLANS AND SPECIFICATIONS OR WAIVES THE RIGHT TO DO SO. C. Inspection by Purchaser. Upon reasonable advance request,Seller will allow Purchaser and Purchaser's authorized representatives to tour the construction site. Purchaser acknowledges that during construction of the Project, hazardous conditions and insurance and security requirements prevent Purchaser and Purchaser's representatives from entering the construction site unless accompanied by an authorized representative of Seller. Any such inspection shall be conducted in full compliance with rules and procedures established by Etkin Skanska Norris ("Project Contractor') or imposed by law. Any tour of the construction site by Purchaser and Purchaser's representatives will be at their own risk. Purchaser and Purchaser's representatives waive all claims against Seller and its contractors, subcontractors, employees and agents and its employees and agents for personal injury or property damage caused by any person or thing during such a tour. Purchaser will indemnify, defend and hold harmless Seller and its contractors, subcontractors, employees and agents against any claims,demands,loss,damages,liability or other expense arising out of such tour. • D. Control of Construction. Purchaser acknowledges that control,direction and supervision of all construction personnel at the construction site lies exclusively with Project Contractor and Seller and that Purchaser may not issue any instructions to, or otherwise interfere with,construction personnel. Purchaser will not perform any work or contract with Seller's contractors or other builders, contractors, interior decorators, or others to perform work in or about the Club Units. Purchaser will indemnify,defend and hold harmless Seller, and its contractors,subcontractors,employees and agents against any claims,demands,loss, damages, liability, or other expense that they may incur by reason of Purchaser's breach of any provision of this Paragraph. E. Construction Limitation on Possession.Use and Occupancy. Upon use and occupancy of a Club Interest, portions or phases of the Project may remain uncompleted. Seller and its agents, contractors, and employees will have the right to enter on the Project as necessary to complete the Project and Purchaser acknowledges that construction activities may take place on the site after delivery of possession of the Club Interest. Seller and its agents, contractors and employees will take reasonable measures relative to the safety of Purchaser and Purchaser's lessees,guests and invitees. Purchaser acknowledges that use and occupancy of the Club Interest will constitute agreement that Purchaser, and Purchaser's family and invitees will remain outside of any fenced or posted construction areas and any other areas in which work is being performed pending completion of the Project and that • Purchaser will indemnify and hold harmless Seller and its agents,contractors and employees from and against any and all loss or liability on account of such entry by Purchaser or CO DOCS A 41092 v 12 4 • Purchaser's lessees,guests and invitees. The terms and covenants of this Paragraph 4E will survive the Closing. 5. Title. A. Commitment. Prior to Closing, and in no event later than ninety (90) days from execution of this Agreement, Seller shall deliver to Purchaser a preliminary title insurance commitment issued by a reputable title insurance company selected by Seller committing to insure marketable title to the Club Interest in Purchaser in the amount equal to the Purchase Price upon payment of the policy premium by Seller and the recording of a special warranty deed from Seller. The title to the Club Interest shall be subject to the following(the"Permitted Exceptions"):the standard printed exceptions appearing in the title commitment issued by the designated title insurance company; matters set forth in the Declaration and Map, including any covenants, conditions, restrictions, reservations, easements, rights-of-way, and other matters affecting title to the Project expressly contemplated under the Declaration;other covenants, conditions,restrictions,reservations, easements and rights-of-way of record as of the date of this Agreement as set forth on Exhibit B attached hereto and incorporated herein by reference;building, zoning and other applicable ordinances and regulations ofPitkin County and the Town of Snowmass Village, Colorado; any defect in or objection to title in the Project caused by Purchaser or anyone claiming by, through, or under Purchaser; any matters affecting title to the Project that are • waived or deemed waived by Purchaser. B. Title Review. If Purchaser asserts the existence of any title exception other than the Permitted Exceptions which renders title to the Club Interest unmarketable, Purchaser shall give written notice of such exception to Seller within 7 calendar days after delivery of the title commitment. Otherwise, Purchaser shall be deemed to have accepted title as shown on the title commitment and to have waived all defects and exceptions to title. After the receipt of such notice, Seller, at its option and in its sole discretion, may attempt to remove or cure such exception(s) or to obtain an endorsement to the title insurance commitment providing protection against such exception(s),at Seller's expense, and Seller shall be entitled to an adjournment of the Closing Date(defined below) for a period of 30 days for such purposes,if Seller so elects. If Seller does not desire to or is unable to remove or cure such exceptions to title or obtain such title insurance protection before the date of Closing (as extended under this Paragraph), Purchaser shall elect any of the following actions,which shall be Purchaser's exclusive remedies in the event title to the Club Interest is unmarketable: (i) Waive such exceptions to title and proceed to Closing; (ii) Grantone ormore additional periods of time within which Sellermay continue to attempt to cure, remove, or obtain title insurance protection against the exceptions; or • CO DOCS A 41092 v 12 5 • (iii) Terminate this Agreement, in which event Seller shall return the Earnest Money to Purchaser, and the parties shall be released from all further obligations under this Agreement. Purchaser expressly relinquishes and waives any and all other remedies,claims,demands and causes of action at law or in equity against Seller for failure to deliver marketable title. 6. Closing. A. Unless Purchaser and Seller otherwise agree,Closing shall be effected by mail and Purchaser need not be present. Escrow Agent or a Colorado licensed title insurance company selected by Seller shall act as closing agent(the"Closing Agent")and shall collect and disburse documents and payments necessary to effect the Closing. Closing shall occur after Substantial Completion of the Club Unit,determined pursuant to Subparagraph 4A, at a date,hour and place designated by Seller(the"Closing Date"). Seller,or Seller's Listing Broker, will give Purchaser written notice of the Closing Date at least fifteen (15) days in advance of the scheduled Closing Date. B. At the Closing, Purchaser, Seller and Closing Agent shall execute, acknowledge, and deliver to the Closing Agent the following, as applicable: • (a) A duly executed and acknowledged special warranty deed conveying the Club Interest to Purchaser, free and clear of all matters affecting title, except for the Permitted Exceptions. (b) An affidavit that evidences that Seller is exempt from the withholding requirements of Section 1445 of the Internal Revenue Code of 1986, as amended. (c) A Colorado Form DR-1083, in form required by law, concerning information with respect to a conveyance of a Colorado real property interest. (d) A real property transfer declaration, in form required by law, concerning the transfer of the Club Interest to Purchaser. (e) A Form 1099-B with the Internal Revenue Service,if applicable under Paragraph 6045(e)(2) of the Internal Revenue Code, as amended. (f) Copies of any and all consents,approvals,certificates,affidavits,and all other documents required under Paragraph 15C herein. .(g) Cause the Association to provide such statements and affidavits as may be required by Purchaser and its lender(s) regarding the amount of unpaid assessments currently levied against the Club Interest,and such other information reasonably required to comply with the • provisions of the Colorado Common Interest Ownership Act. CO DOCS A 41092 v 12 6 • (h) Such agreements or statements concerning parties in possession of the Club Interest, Club Unit, or Project or claims for mechanic's liens as may be required by the designated title company in order to issue an extended Owner's title insurance policy. (i) Any and all conveyances, assignments and all other instruments and documents as may be reasonably necessary in order to complete the transaction herein provided and to carry out the intent and purposes of this Agreement. C. Immediately following the Closing Date, the special warranty deed will be delivered by Closing Agent for recording to the Clerk and Recorder of Pitkin County, Colorado. Any priority right assigned to Purchaser to make reservations for use and occupancy pursuant to the Club Interest in the first year of operations of the Timbers Club and any reservations so made are specifically contingent upon Purchaser closing on or before the Closing Date. Purchaser specifically acknowledges that Closing may occur prior to the first date for which a Club Member may make a reservation for use and occupancy pursuant to a Club Interest. If this Agreement is terminated, the Closing Agent shall deliver the Earnest Money to the party entitled thereto and any documents shall be returned to the party depositing them with the Closing Agent. 7. Adjustments, Closing Costs and Working Capital. At Closing, Purchaser shall pay all recording and documentary fees applicable to Closing and the transfer of title,the premium for the lender's policy of title insurance, if any, and all other Closing costs, including special • delivery or other charges imposed by the Closing Agent,except commissions to Seller's agents and the cost of the owner's policy of title insurance. In addition,Purchaser shall pay the Association or reimburse to Seller, if previously paid by Seller to the Association, any working capital assessment as provided in the Declaration. The payment to the working capital fund shall not be considered an advance payment of annual assessments. Purchaser shall pay at the time of Closing any transfer assessment or tax imposed by any governmental, quasi-governmental or private entity, including, but not limited to,the real estate transfer assessment(anticipated to be one percent of the Purchase Price) imposed by the Town of Snowmass Village. 8. Title Insurance. Within sixty (60) days after the Closing Date, Seller shall at its expense cause to be issued to Purchaser an extended ALTA owner's title insurance policy insuring Purchaser's fee simple title to the Club Interest subject to the lien of the deed of trust for a financed Club Interest, if any, and the Permitted Exceptions. 9. Risk of Loss. All risk of loss to the Club Unit shall be borne by Seller until the Closing Date; thereafter, all risk of loss shall be bome by Purchaser and other owners of Club Interests in the Club Unit. 10. Damage to the Project. If casualty by fire or otherwise occurring prior to Closing damages the Project or the Club Unit, Seller shall repair the damage and rebuild the Club Unit as soon as reasonably practicable and the Closing Date shall be delayed as necessary to allow the • completion of such repair and rebuilding work. CO DOCS A 41092 v 12 7 11. Default and Termination. Time is of the essence in the performance of Seller's and Purchaser's obligations under this Agreement. If the date for any such performance falls on a Saturday, Sunday or banking holiday,the date of performance shall be extended to the next regular business weekday. If Purchaser fails to close or otherwise defaults in the performance of its obligations,except as otherwise expressly provided herein, Seller may elect either of the following remedies: (a) terminate this Agreement, in which event Seller shall be entitled to keep the Earnest Money, not as a penalty, but as liquidated damages; or (b) assert a claim against Purchaser for specific performance or damages,or both. If Seller fails to perform its obligations,Purchaser may either: (y) terminate the Agreement, in which case Purchaser shall be entitled to a refund of the Earnest Money or(z) seek specific performance of this Agreement or actual damages, or both. 12. Special Districts. BASED ON THE CURRENT CERTIFICATE OF TAXES FROM THE PITKIN COUNTY TREASURER, THE PROJECT IS CURRENTLY LOCATED IN SPECIAL TAXING DISTRICT(S). AS OF THE DATE OF THIS AGREEMENT, SELLER IS NOT IN DEFAULT IN THE PAYMENT OF ITS OBLIGATIONS TO ANY SUCH SPECIAL DISTRICTS. PURSUANT TO THE DECLARATION, PURCHASER IS RESPONSIBLE FOR PAYING TO THE ASSOCIATION PURCHASER'S SHARE OFANY SPECIAL DISTRICT FEES OR TAXES LEVIED AGAINST THE PROJECT. SELLER IS NOT AWARE THAT ANY SPECIAL DISTRICT HAS FILED A PETITION IN BANKRUPTCY OR DEFAULTED IN THE PAYMENT OF ANY OF ITS OBLIGATIONS. PURCHASER UNDERSTANDS THAT THE PROJECT MAY BE INCLUDED WITHIN SPECIAL TAXING DISTRICTS IN THE • FUTURE. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. PURCHASERS SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENT OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS,EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES. 13. Warranties. A. Limited Warranty by Seller. The following warranty (the "Limited Warranty") is the only warranty made by Seller regarding labor and materials used in the construction of the Club Unit, and the Limited Warranty shall not be effective until the Closing Date. The Limited Warranty is personal to Purchaser and may not be assigned by Purchaser upon the sale of the Club Interest. Seller warrants that all materials incorporated in and made a part of the structure of the Club Unit shall be new as of the date of installation • and shall remain free from defect in workmanship or material for a period of one year from CO DOCS A 41092 v 12 8 • Substantial Completion . Seller represents that Seller will cause to be remedied, by repair or replacement, any structural defects in the Club Unit which appear within one year after the Substantial Completion and which result from faulty material or workmanship,provided that Purchaser gives Seller written notice of any such defect within 10 days after Purchaser's discovery of the defect. Any such notice shall be addressed to Seller at the address following Seller's signature below, or such other address for notice furnished to Purchaser in accordance with this Agreement. Purchaser's sole remedy (in lieu of all remedies implied by law or otherwise)against Seller in connection with such defects shall be to require Seller to correct the defects in material or workmanship. B. Appliance Warranty. The Limited Warranty in Subparagraph A above does not extend or relate to any items of tangible personal property in the Club Unit(whether or not such property is attached to or installed in the Club Unit)including,without limitation, any range, oven, range hood and fan, trash compactor, garbage disposal, dishwasher and refrigerator (collectively, the "Appliances"). Seller will assign to the Association any unexpired warranties Seller has received from the manufacturers of such Appliances to the extent such warranties are assignable. Seller shall not be responsible for the performance of any such manufacturer under the manufacturer's warranties. With respect to the Appliances, whether or not warranted by manufacturers,all implied warranties are expressly disclaimed and do not apply,including,without limitation,the implied warranties ofinerchantability and fitness for a particular purpose, if created and recognized under Colorado law. • C. Restrictions on Warranties. EXCEPT AS STATED IN SUBPARAGRAPH A ABOVE, SELLER MAKES NO WARRANTY OR REPRESENTATION OF ANY NATURE,EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,THOSE OF WORKMANLIKE CONSTRUCTION, HABITABILITY, DESIGN, CONDITION, OR QUALITY AS TO THE PROPERTY UNDERLYING THE PROJECT,THE CLUB UNIT, OR THE OTHER IMPROVEMENTS CONSTITUTING THE PROJECT, AND SELLER HEREBY EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATIONS OR WARRANTIES. SELLER SPECIFICALLY DISCLAIMS, AND PURCHASER SPECIFICALLY RELEASES SELLER FROM,ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES TO ANY PERSON OR THE CLUB UNIT OR ANY OTHER REAL OR PERSONAL PROPERTY RESULTING FROM A DEFECT. WITH REGARD TO THE APPLIANCES AND ANY OTHER ITEMS OF TANGIBLE PERSONAL PROPERTY, SELLER DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. D. Magnuson-Moss Warranty Act Compliance. This Limited Warranty has been prepared to comply with the disclosure requirements of the federal Magnuson-Moss Warranty-Federal Trade Improvement Act(15 U.S.C. § 2301, as amended). With respect to any Appliances finally determined by a court to be within this Limited Warranty described above,all implied warranties are limited in duration to the period of the Limited Warranty. • This includes, without limitation, the implied warranties of merchantability and fitness for CO DOCS A 41092 v 12 9 • a particular purpose if created or recognized in Colorado. Some states do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages so the above limitation may not apply to Purchaser. This Limited Warranty gives specific legal rights, and Purchaser may also have other rights which vary from state to state. E. Acknowledgment: Survival of Covenants. Purchaser hereby acknowledges and accepts the foregoing disclaimers and agrees to waive any and all rights Purchaser may have by virtue of the representations and warranties disclaimed. Except as otherwise provided in the Limited Warranty, Purchaser assumes the risk of damage occurring in the Unit after the Closing regardless of the cause. The provisions of this Paragraph shall survive Closing. 14. Disclaimers. Purchaser acknowledges that neither Seller nor any of its employees or agents have(i)made any representations regarding opening and/or closing dates of the Snowmass Village Ski Area in any given year,and Purchaser fully understands that the operator of the ski area may decide, in its sole discretion,whether or not any and/or all of the chairlifts with the Snowmass Village Ski Area may or may not be open to the public, (ii) made any representation of the conditions under which Purchaser may exchange use of a Club Interest for accommodations or facilities at another location or the period of time such accommodations or facilities may be available to Purchaser, (iii) represented or offered the Club Interest as an investment opportunity, for • appreciation in value or as a means of obtaining income from the rental thereof, or(iv) made any representations as to rental or other income from any Club Interest or as to any other economic benefit, including possible federal or state tax advantages from the ownership of a Club Interest. SELLER HEREBY EXPRESSLY DISCLAIMS AND REPUDIATES ANY REPRESENTATION FROM ANY SOURCE AS TO ANY POSSIBLE ECONOMIC BENEFIT ARISING FROM OWNERSHIP OF A CLUB INTEREST IN THE PROJECT. 15. Representations, Warranties, Acknowledgments of Purchaser. A. Association Assessments and Fees. Purchaser shall be required to pay the Club Assessment whether or not the Club Interest is used, and shall be responsible for the other fees and charges associated with the Club Interest or the use thereof, all as more fully set forth in the Declaration and the Articles of Incorporation,Bylaws and Club Rules of the Association. Purchaser acknowledges that unpaid assessments, fees and charges shall become a lien on Purchaser's Club Interest. As of the Closing Date,there will be no unpaid assessments levied against the Club Interest. B. No Financing p ontin eg ncy. Purchaser understands and agrees that this Agreement is not contingent upon Purchaser's obtaining financing for Closing, except as provided in an Addendum to this Agreement, if any. • CO DOCS A 41092 v 12 10 • C. Corporations. Partnership and Associations. and Trusts. (i) Corporations. If Purchaser is a corporation, Purchaser shall deliver to Seller at or prior to Closing a copy of a resolution of Purchaser,duly adopted and certified by the secretary of Purchaser as required by the laws of the state of Purchaser's incorporation, authorizing the purchase of the Club Interest, together with all trade name affidavits and other documents required by Colorado law to enable Purchaser to hold title to the Club Interest. Purchaser represents that at Closing Purchaser will be in good standing and authorized, as necessary,to conduct its business in Colorado. (ii) Partnership or Association. If Purchaser is a partnership, joint venture, limited liability company or other association, Purchaser shall deliver to Seller at or prior to Closing a copy of any approval required by Purchaser's organizational documents, certified by the appropriate representative of Purchaser, together with all registration forms, trade name affidavits, and other documents required to be filed in the office of the Colorado Secretary of State, the Colorado Department of Revenue,the Pitkin County Clerk and Recorder,or otherwise required under Colorado law to enable Purchaser to hold title to the Club Interest. Purchaser represents and warrants that at Closing Purchaser will be in good standing and authorized, as necessary, to conduct its business in Colorado. • (iii) Trusts. If Purchaser is a trust,Purchaser shall deliver to Seller at or prior to Closing, a copy of the Trust Agreement, certified by the appropriate representative of Purchaser,together with an Affidavit of Joint Venturer or Trustees, as required by Colorado law, or, if the Trust is irrevocable, a Trust Registration Statement filed with the District Court in the appropriate county of Colorado, and any other documents required to be filed or otherwise required under Colorado law or by the Title Company to enable Purchaser to hold title to the Club Interest in a Trust. D. Parking.Social Use. The Association will allocate at least two parking spaces in the Common Elements to each Club Unit. Seller has agreed to make one additional parking space available to each three-bedroom Club Unit on a two-year trial basis (commencing after Substantial Completion),after which time such additional parking spaces may be converted to permanent use by the Association depending on the results of a parking demand study conducted at the request of the Town of Snowmass Village. A portion of the parking areas at the Project, separate from the Common Elements, will be declared as condominium parking spaces and may be sold or leased as Social Units to third parties,with appurtenant rights to use specified Project amenities. Certain inconveniences, additional expenses and other consequences may result from such commercial parking activities including,but not limited to, noises, odors, increased traffic around and in the Project. To the extent feasible, the increased costs associated with such commercial parking activities • will be borne solely by the owners and lessees of the Social Units. CO DOCS A 41092 v 12 11 • E. Public Transnortation.Public Parking. Several forms ofpublic transportation are available to residents of Snowmass Village, including RFTA (Roaring Fork Transit Agency)and the Town of Snowmass Village shuttle system. Purchaser acknowledges that a resident parking permit for public parking lots owned by the Town of Snowmass Village will not be available to an owner of a Club Interest. F. Seller's Right to Make Changes. Seller reserves the right to amend the Condominium Documents, including the Declaration, the Articles of Incorporation and Bylaws of the Association and the Club Rules at any time or from time to time prior to the Closing as Seller may deem necessary to make any necessary corrections or to meet the requirements of applicable laws, governmental regulations, lending institutions and marketing programs,and as long as such amendments do not materially and adversely affect the Club Interest. G. Entire Agreement. Purchaser represents that it has read and understands this Agreement and the exhibits hereto in their entirety. This Agreement constitutes the entire Agreement between Purchaser and Seller relating to Purchaser's purchase of the Club Interest. Purchaser acknowledges that except as expressly set forth herein, no other agreements,promises or warranties have been made by Seller or its salespersons or agents with respect to the transaction contemplated herein. No amendment to this Agreement shall be effective unless made in writing and signed by the parties hereto. • H. Insulation. Seller and Purchaser hereby acknowledge pursuant to Paragraph 460.16 of the Federal Trade Commission Regulations regarding labeling and advertising of home insulation, that the types, thicknesses and R-Values of insulation anticipated to be installed in the Club Unit are: Type of Location Insulation Thickness R-Valu e Exterior walls Batt 5 % inches R-19 Ceiling/Roof Batt 12 inches R-38 Crawlspaces Batt 12 inches R-38 The"R-Value"indicates the resistance of insulation to heat flow. The higher the R- Value, the greater the insulating power. Seller has not made its own independent determination of the R-Value data provided to Seller by the insulation manufacturer. I. Notice Regarding Soils Conditions. Seller obtained a soils analysis and site recommendation report (the"Soils Report")on the Project site from CTL/Thompson,Inc., a licensed geo-technical engineering firm, a summary of which is attached hereto as Exhibit . The Project has been designed and constructed pursuant to the recommendations • CO DOCS A 0092 v 12 12 • in the Soils Report. A copy of the complete Soils Report is on file and available for inspection at reasonable times at Seller's office. J. Building Codes. Spaces such as attics, chase ways, or plenums constructed within the building or within an individual Club Unit are restricted from any alternative use by building and fire, life safety codes, and the Condominium Documents. These areas are not available for any Owner's access, improvement, or use. K. Radon. The U.S. Environmental Protection Agency (EPA) has expressed concern about the potential health threat faced by persons exposed to above-average levels of radon in their home. Purchaser acknowledges that radon gas contamination is a naturally occurring threat throughout the Rocky Mountain region and that such potential contamination can be mitigated through modifications to the home. Purchaser acknowledges that by executing this Agreement, Purchaser assumes all risk for any such potential radon contamination. Purchaser acknowledges that Purchaser does not rely on any representation or duties to disclose on the part of Seller with respect to whether the Property does or does not contain radon contamination. L. Seller's Disclaimer. Upon Substantial Completion of the Project and sale of all of the Club Interests, Seller will have no continuing role in the success or failure of the Project or the Association. • 16. Brokers. Each party represents to the other that no real estate broker other than the Listing Broker and the Cooperating Broker identified on the signature page hereof, has any claim for compensation or expenses as a result of this transaction,and each party shall indemnify the other against any claims for commissions or other compensation by any other broker or finder with whom the indemnifying party has dealt. Commissions payable to Listing Broker and the Cooperating Broker as a result of this Agreement shall be payable by Seller on and subject to the terms and conditions of a separate written agreement between Seller and Seller's Listing Broker. The Cooperating Broker is not an agent of Seller or subagent of Listing Broker and Purchaser acknowledges that Purchaser's relationship with the Listing Broker and the Cooperating Broker (which may include Buyer Agency or Transaction-Broker) has been previously disclosed to Purchaser in a notice from the brokers to Purchaser. 17. Miscellaneous Provisious. A. Joint and Several Liability. If two or more persons are named in this Agreement as Purchaser, their obligations under this Agreement shall be joint and several, and title shall be conveyed to all Purchasers as joint tenants with rights of survivorship unless otherwise requested. In this Agreement the singular shall include the plural and references to one gender shall include the other gender and the neuter, as the context shall require. B. Governing Law. This Agreement is entered into in the State of Colorado and • in all respects shall be interpreted, enforced and governed by the laws of Colorado. In the CO DOCS A 41092 v 12 13 • event of litigation between the parties hereto, the parties agree that venue shall lie in Colorado. C. Assi ng ment. This Agreement is personal to Purchaser, and Purchaser may not assign this Agreement without the prior written consent of Seller,which consent may be granted or denied in Seller's sole discretion. The foregoing notwithstanding,Seller shall not unreasonably withhold its consent if the proposed assignment is to a person related to Purchaser or to an entity in which Purchaser has a significant economic interest. Any purported assignment of this Agreement without Seller's written consent shall be voidable and shall place Purchaser in default under Paragraph 11, at the option of Seller. Seller's refusal to consent to an assignment of this Agreement shall not entitle Purchaser to terminate this Agreement or give Purchaser any rights or claims for damages against Seller. Sellermay assign its interest under this Agreement without Purchaser's consent so long as the assignee assumes Seller's obligations hereunder. If any assignment by Seller (or its successors or assigns) shall be for the purpose of securing a lender to Seller(or its successors or assigns), Purchaser's rights under this Agreement shall, at the option of such lender, be subject and subordinate to the rights of such lender. In the event of a conflict between this Subparagraph and any other provision of this Agreement, this Subparagraph shall prevail. Subject to the foregoing,this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. • D. Recordation. Purchaser shall not record this Agreement. If Purchaser records this Agreement, at the option of Seller it shall become null and void and the Earnest Money shall be retained by Seller. If recorded in violation hereof, this Agreement shall in no way be construed as imposing or constituting a cloud upon the title to the Project, Club Unit or Club Interest or affecting any sale of conveyance thereafter. If Purchaser records this Agreement, Seller may demand that Purchaser promptly execute and have recorded a notice which voids this Agreement. Recordation of such notice of the voiding of this Agreement shall constitute a quit claim deed,waiver,and release from Purchaser to Seller of any and all right,title,claim,and interest Purchaser may have had or has in and to the Club Unit or Club Interest described herein. E. Invalid Terms. If any term, condition or provision of this Agreement is declared illegal or invalid for any reason by a court of competent jurisdiction,the remaining terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect. F. Wivvgr. Any waiver by Seller of any term, condition or provision of this Agreement shall not be construed as a waiver of any other or subsequent terms, conditions or provisions of this Agreement. G. PriorSal e. This Agreement is subject to the prior sale ofthe Club Interest and • shall not be binding on Seller until signed by an authorized representative on behalf of Seller. CO DOCS A 41092 v 12 14 • H. Notices. All notices,demands or other communications required or permitted to be given hereunder shall be in writing and any and all such items shall be deemed to have been duly delivered upon personal delivery; upon actual receipt, in the case of notices forwarded by certified mail, return receipt requested, postage prepaid, or as of 12:00 Noon on the immediately following business day after deposit with Federal Express or a similar overnight courier service,or as of the third business hour(a business hour being one of the hours from 8:00 a.m. to 5:00 p.m. on business days) after transmitting by telecopier to the addresses set forth on the first page of this Agreement. Either party may change the address to which future notices shall be sent by notice given in accordance with this Subparagraph. An agent of Seller or Seller's Listing Broker may send notices at the direction of and in place of Seller. If there is more than one Purchaser, Seller shall be required to give notice to only one of those parties. Purchaser shall designate the party to receive notice,and if no one party is designated, Seller shall be deemed to have given adequate notice with notice given in accordance with this Subparagraph to any one of the parties comprising Purchaser. I. Attorneys' Fees. Should any action be brought to enforce or interpret this Agreement,the prevailing party in such action shall be awarded and entitled to receive from the defaulting party all reasonable costs and expenses, including reasonable attorneys' fees (and reasonable fees of legal assistants),incurred by the prevailing party in such action. For the purposes of this Subparagraph, the term "prevailing party" shall include a party who withdraws a claim in consideration for payment allegedly due or performance allegedly owed • or other consideration in substantial satisfaction of the claim withdrawn. 18. Additional Provisions. This Agreement includes all documents referred to herein and all addenda attached hereto, if any, all of which are incorporated herein by this reference. ❑ Addenda attached. • CO_DOCS A 41092 v 12 15 • RIGHT OF RESCISSION IN ACCORDANCE WITH C.R.S.§12-61-405(l)(i),PURCHASER HAS THE RIGHT TO RESCIND AND CANCEL THIS AGREEMENT WITH OR WITHOUT CAUSE AND AT PURCHASER'S SOLE OPTION BY GIVING WRITTEN NOTICE BY TELEGRAM,MAIL OR HAND DELIVERY TO SELLER OF PURCHASER'S EXERCISE OF SUCH RIGHT OF RESCISSION AT ANY TIME WITHIN FIVE CALENDAR DAYS FOLLOWING THE DATE OF SIGNING OF THIS AGREEMENT BY BOTH PARTIES. SUCH REQUEST SHALL BE CONSIDERED MADE IF BY MAIL WHEN POSTMARKED, IF BY TELEGRAM WHEN FILED FOR TELEGRAPHIC TRANSMISSION AND IF BY HAND DELIVERY,WHEN DELIVERED TO SELLER'S PLACE OF BUSINESS. IN THE EVENT PURCHASER SO RESCINDS, ALL SUMS DEPOSITED WITH SELLER SHALL BE RETURNED TO PURCHASER. WITHIN SEVEN DAYS AFTER SELLER RECEIVES PURCHASER'S WRITTEN NOTICE OF RESCISSION,AND THIS AGREEMENT SHALL BE NULL AND VOID AND THE PARTIES HERETO SHALL BE RELEASED FROM ANY FURTHER PERFORMANCE HEREUNDER. THE RIGHT OF RESCISSION CANNOT BE WAIVED. PURCHASER: SELLER: The Timbers at Snowmass, LLC, a Colorado limited liability company • Signature By: Norris/Burden Group, Inc., a Signature Colorado corporation, its manager By: Authorized Representative Date Signed: Date Signed: • co_DOCS_n 41092 v 12 16 • COOPERATING BROKER(IF ANY): SELLER'S LISTING BROKER: Name: Wildcat Land Company, a Colorado corporation By: By: Title Date Signed: Address: Phone: ( ) • • CO DOCS A 41092 v 12 17 • EXHIBIT A The Timbers Club Features List and Personal Property Designed by Stryker/Brown Architects, P.C., Aspen, Colorado Interiors by J. Banks Design Group, Hilton Head, South Carolina The Timbers Club Features • Direst ski-in and ski-out access to the Snowmass Village Ski Area, subject to Ski Area operations • On-site attended ski storage in the clubhouse • Clubhouse with lounge and bar area • Locker rooms • Health and fitness area • Concierge service • Landscaped grounds and plaza • Van service to Pitkin County Airport, Aspen, within Snowmass Village, and other reasonable destinations desired by Owner • Outdoor heated swimming pool with whirlpool/spas • Hot tub at the main Club facility and in one major Club building Three-Bedroom Unit Features • 2,000 square feet (approximate) • Elevator access from parking garage • Two bedrooms • Three full bathrooms, including bath, separate shower and double vanities • One powder room and laundry closet with stacking washer and dryer • Gas fireplace • All furniture, utensils, glassware, flatware, and linens • Furnished exterior balcony or patio • Fully equipped kitchen,including sink,range,oven,dishwasher,disposal,refrigerator/freezer • Parking in the underground parking structure • Two Owner's movable soft-storage compartments delivered to the Club Unit during Owner's occupancy • CO ROCS A 41092 v 12 A-1 • EXHIBIT B Permitted Exceptions 1. Any and all real property taxes and assessments for the year of closing and subsequent years. 2. Right of the proprietor of a vein or lode to extract or remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted as reserved in United States Patent recorded in Book 55 at Page 480,Book 55 at Page 146 and Book 55 at Page 93. 3. Right of the proprietor of a vein or lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted and right of way for ditches or canals constructed by the authority of the United States as reserved in United States Patent recorded in Book 55 at page 59. 4. Easements and rights of way as granted in instrument recorded in Book 231 at Page 353. 5. Terms, conditions and obligations of Agreement recorded in Book 231 at Page 374, as it affects the subject property. 6. Easement 10 feet in width as granted to the Mountain States Telephone and Telegraph • Company recorded in Book 228 at Page 383. 7. Agreements, easements and rights of way for 30 foot road and utility purposes as set forth in Easement Agreement between Benedict Land and Cattle Company and Snowmass American Company, and Easement and right of way 20 feet in width for skiing purposes as set forth in Easements Agreement between Benedict Land and Cattle Company and Snowmass American Company, recorded April 7, 1971 in Book 254 at Page 550 and amendment thereto recorded June 24, 1980 in Book 390 at Page 532,as amended by Second Amendment to 1971 Easements Agreement recorded March 3, 1988 in Book 558 at Page 412. 8. Underground right of way easement as granted to Holy Cross Electric Association, Inc., in instrument recorded December 10, 1975 in Book 306 at Page 532. 9. Easements,rights of way and other matters as disclosed on the Faraway Ranch S.P.A.Final Land Use Plan, recorded in Plat Book 17 at Page 4 and of the Faraway Ranch Subdivision Gross parcel Plat recorded in Plat Book 17 at Page 5. 10. Terms, conditions, provisions of Easement Agreement by and between Benedict Land and Cattle Company, a Colorado Corporation and Aspen Skiing Company, a Colorado general partnership, recorded October 1, 1984 in Book 474 at Page 230. • CO DOCS A 41092 v 12 B-I • 11. Terms, conditions,provisions, obligations and all matters as set forth in Ordinance No. 22, Series of 1984 by Town of Snowmass Village recorded March 18, 1985 in Book 483 at Page 21. 12. Terms,conditions and provisions of Easement Agreement as set forth in instrument recorded May 28, 1986 in Book 511 at Page 673. 13. Terms,conditions and provisions of Ordinance No.22(Series of 1984),recorded March 18, 1985 in Book 483 at Page 21; and/or Resolution No. 34 (Series of 1988) recorded September 2, 1988 in Book 572 at Page 558. 14. Terms, conditions, provisions and obligations as contained in Declaration of Height Restrictions between Fredric A. Benedict, Fabienne Benedict and Town Ridge, Inc., a Colorado Corporation, recorded December 29, 1983 in Book 458 at Page 113. 15. Terms and conditions of Declaration of Covenant recorded May 2, 1991 in Book 645 at Page 485. 16. Easement and right of way for culvert purposes as set forth in Cut and Fill Culvert Easement Agreement recorded September 9, 1996 as Reception No. 396815. • 17. Encroachments and all matters as disclosed by Survey of Schmueser Gordon Meyer, Inc., dated April 16, 1998 as Job No. 98031. 18. Easements,conditions,restrictions,rights-of-way and other matters as disclosed on the Plat of the Timbers Planned Unit Development to be recorded in the office of the Clerk and Recorder of Pitkin County, Colorado. 19. Terms,conditions and provisions of Resolution No. 6(Series of 2000)to be recorded in the office of the Clerk and Recorder of Pitkin County, Colorado. • CO DOCS A 41092 v 12 B-2 • EXHIBIT C Summary Soil Report Subject: Summary Soils Report Timbers At Snowmass Village Snowmass Village, Colorado Job No. GS-2616 Proposed Construction: Site development will include construction of a large parking structure with multi-story buildings on the upper deck. Several multi-story buildings detached from the garage structure are also planned. Reference: This is a brief summary of geotechnical information and recommendations presented in our • report dated March 26, 1999, (our Job No. GS-2616) for development of the subject property. Subsurface Conditions: Subsurface conditions found in exploratory borings in the area to be developed consisted of man placed fill,sandy to silty clays with gravels and cobbles and silty to clayey gravel with boulder and cobble,weathered claystone and claystone bedrock. Groundwater was near the ground surface over much of the site during spring snowmelt. The man placed fill was not a controlled fill and is not acceptable to bear new construction. The clays are generally slightly compressive to slightly expansive. Native gravels are generally stable from a potential volume change perspective. Foundation Recommendations: Buildings can be founded with footings on the native gravels or on structural fill built with the native granular soils or a mixture of the native gravels and clays. Floor Slabs: Floor slabs can bear on the native gravels or on structural fill built with the native granular soils or a mixture of the native gravels and clays. • CO ROCS A 41092 v 12 C-1 • Hillside Retainaee The existing hillside must be mechanically retained with a soil/rock anchored wall. Thewall should be designed to increase existing hillside stability and allow planned excavations for construction. Underdrain Systems: The new construction must be protected from adverse affects of groundwater with temporary construction and permanent dewatering systems. Dewatering systems will need to include drains below floors, adjacent to walls and as part of retaining walls. Surface Drainage: The area around the building should drain surface water away from the building. • • CO DOCS A 41092 v 12 C-2 • SELLER FINANCING ADDENDUM U.S. and Canadian Borrowers Upon execution by Seller and Purchaser, this Seller Financing Addendum replaces the provisions of Paragraph 3.0 of the Agreement,and the balance of the Purchase Price due at Closing will be paid as set forth herein. Purchaser will pay$ of the Purchase Price,as adjusted under Paragraph 7 of the Agreement, in cash or certified funds at Closing. Purchaser will pay the balance of the Purchase Price, $ , by executing a promissory note ("Note") to the order of Seller in such amount and containing such other terms and conditions as are required by Seller. Seller has obtained a commitment for permanent financing for the Club Interests from Textron Financial Corporation ("TFC"). The available interest rate and terms are set forth below and are calculated based upon Base Rates established not more than 60 days in advance of Closing. Please specify your request for a permanent financing package by initialing below. Adjustable Rate Mortizage Maximum Term: 240 months Maximum Loan to Value: 80% • Base Rate: The five (5) year Treasury Bill rate published by The Wall Street Journal reset each fifth year anniversary of the Commencement Date of the Note TFC Spread: +3.75% Interest Rate Floor: 9.00% Origination Fee 1.5% Purchaser's Initials: The Note will be secured by a first deed of trust on the Club Interest("Deed of Trust"). This Agreement is conditional upon Seller's approval ofPurchaser's financial ability and creditworthiness which approval will be at Seller's sole and absolute discretion. Purchaser will supply to Seller within days of the date of this Agreement, at Purchaser's expense, information and documents concerning Purchaser's financial, employment, and credit condition including, but not limited to, a completed loan application, tax returns for 2 prior years, and an employment verification. Purchaser consents that Seller may verify Purchaser's financial ability and creditworthiness. Any such information and documents received by Seller will be held by Seller in confidence and not released to others except to protect Seller's interest in this transaction. Seller • may request an update of such information_ days prior to the Closing Date. If Seller does not CO DOCS A 41092 v 12 A-1 • provide written notice of Seller's disapproval to Purchaser within 30 days after receipt of the required information and documentation, then Seller waives this condition. If Seller does provide written notice of disapproval to a Purchaser on or before said date, this Agreement will terminate effective upon such notice. At such time, Seller will return the Earnest Money to Purchaser, and neither party will have any further liability under this Agreement. If credit is approved,all financing documents will be in the form specified by Seller and will be executed by Purchaser at Closing. Purchaser will pay any applicable loan closing costs and recording fees for the Deed of Trust and will pay the premium for a standard ALTA lender's policy of title insurance in the amount of the Note insuring the first lien priority of the Deed of Trust. PURCHASER: SELLER: The Timbers at Snowmass, LLC, a Colorado limited liability company Signature By: Norris/Burden Group, Inc., a Signature Colorado corporation, its manager • By. Authorized Representative Date Signed: Date Signed: • CO DOCS A 41092 v 12 A-2 • SELLER FINANCING ADDENDUM Non-U.S.and Canadian Borrowers Upon execution by Seller and Purchaser, this Seller Financing Addendum replaces the provisions of Paragraph 3 of the Agreement and the balance of the Purchase Price due at Closing shall be paid as set forth herein. B. Additional Cash. Purchaser shall pay$ of the Purchase Price, in cash or certified funds at Closing. C. Balanc . Purchaser shall pay the balance of the Purchase Price,as adjusted pursuant to Paragraph 7 of the Agreement,or$ by executing a promissory note(the"Note") to the order of Seller in such amount and containing such other terms and conditions as are required by Seller. Seller has obtained a commitment for permanent financing for the Club Interests from Textron Financial Corporation("TFC"). The available options for interest rate and term are set forth below and are calculated based upon Base Rates established not more than sixty (60) days in advance of Closing. Please specify your choice of a permanent financing package by initialing your selection below. Term: 120 [240] Mos. • Maximum Loan to 80% [75%] Value: Base Rate: (defined) TFC Spread: Interest Rate Floor: Origination Fee Purchaser Initials: The Promissory Note shall be secured by a first deed of trust on the Club Interest("Deed of Trust"). This Agreement is conditional upon Seller's approval of Purchaser's financial ability and creditworthiness which approval shall be at Seller's sole and absolute discretion. Purchaser shall supply to Seller within days of the date of this Agreement, at Purchaser's expense, information and documents concerning Purchaser's financial, employment, and credit condition including but not limited to a completed loan application, tax returns for 2 prior years, and an employment verification. Purchaser consents that Seller may verify Purchaser's financial ability and creditworthiness. Any such information and documents received by Seller shall be held by Seller in confidence and not released to others except to protect Seller's interest in this transaction. Seller • may request an update of such information —days prior to the Closing Date. If Seller does not provide written notice of Seller's disapproval to Purchaser within 30 days after receipt of the CO DOCS A 41092 v 12 A-I • required information and documentation,then Seller waives this condition. If Seller does provide written notice of disapproval to a Purchaser on or before said date, this Agreement shall terminate effective upon such notice and Seller shall return the Earnest Money to Purchaser and neither party shall have any further liability under this Agreement. If credit is approved, all financing documents shall be in the form specified by Seller and shall be executed by Purchaser at Closing. Purchaser shall pay any applicable loan closing costs and recording fees for the Deed of Trust and shall pay the premium for a standard ALTA lender's policy of title insurance in the amount of the Note insuring the first lien priority of the Deed of Trust. PURCHASER: SELLER: The Timbers at Snowmass, LLC, a Colorado limited liability company Signature By: Norris/Burden Group, Inc., a Signature Colorado corporation, its manager By: • Authorized Representative Date Signed: Date Signed: • CO DOCS A 41092 v 12 A-2 • DISCLOSURE STATEMENT FOR THE TIMBERS CLUB AT SNOWMASS THE STATE OF COLORADO HAS NOT PREPARED OR ISSUED THIS DOCUMENT NOR HAS IT PASSED ON THE MERITS OF THE SUBDIVISION DESCRIBED HEREIN. This disclosure contains important matters to be considered in acquiring a Club Interest in The Timbers Club at Snowmass. The statements contained herein are only summary in nature. A purchaser should refer to all references, documents and exhibits hereto, and contract sales materials for complete information. In connection with that certain Preconstruction Purchase Agreement For The Timbers Club at Snowmass(the"Purchase Agreement"), ,the"Purchaser," acknowledges that the following information has been disclosed to him as required by the Colorado Real Estate Commission. Capitalized terms used below without further definition shall have the meanings given to them in the Purchase Agreement or in the Condominium Declaration for The Timbers Club at Snowmass to be recorded in the real property records of Pitkin County, Colorado (the "Declaration"). 1. Develope r. The name and address of the Developer (hereinafter "Seller") is the • Timbers Club at Snowmass, LLC, a Colorado limited liability company, 25 Lower Woodbridge Road, Suite 102-B, Snowmass Village, CO 81615. 2. Location of Club. The Timbers Club at Snowmass is located south of Brush Creek Road in Snowmass Village. The Timbers Club at Snowmass(the"Project")is currently envisioned to consist of 110 condominium units,including 36 three-bedroom units,4 four-bedroom units, and 70 parking space units for social members to the Timbers Club, with the Developer reserving development rights for a maximum of 125 units. Initial plans call for constructing 18 three- bedroom units, 2 four-bedroom units and 36 unrestricted parking space units. 3. Amenities. Club amenities will include a reception lobby,concierge area and service, members' lounge, valet ski storage, direct ski-in and ski-out access to the Snowmass Ski Area (subject to ski area operations), a health and fitness area, heated outdoor swimming pool with whirlpool/spas,and van service to Pitkin County Airport,Aspen,and within Snowmass Village. The ownership of a Club Interest includes general common ownership and the right to use these amenities. The projected completion date of all amenities is September, 2001. Several forms of public transportation,including the Roaring Fork Transit Agency and the complimentary Snowmass Village shuttle system, are available for public and members' use. 4. Special Districts. To Seller's knowledge, there are special districts existing or proposed to which the Purchaser maybe subject as disclosed in the Purchase Agreement. To Seller's knowledge, no special district has defaulted on any obligation or has filed for bankruptcy and no • CO DDCS A 37198 v 11 • such actions are pending. Seller is not in default on any obligation or payment to any special district. Seller is responsible for paying any special district fees and taxes prior to closing. 5. No Judgments. There are no judgments nor administrative orders issued against Seller, the Association or the managing entity which are material to the Timbers Club. 6. Licensed Brokers. All sales within Colorado shall be made by brokers and salespersons licensed by the State of Colorado unless specifically exempted pursuant to C.R.S. § 12- 61-101(4). The Cooperating Broker, if any, identified on the signature page of the Purchase Agreement is not an agent of Seller or subagent of Seller's Broker and Purchaser acknowledges that Purchaser's relationship with Seller's Broker and Cooperating Broker (which may include Buyer Agency or Transaction-Broker) has been previously disclosed to Purchaser in a notice from each broker to Purchaser. 7. Access and Utilities. Legal access to the Timbers Club shall be available by public streets and by private roads within the Club to be maintained by the Association. Water and sanitary sewer, gas, electricity, telephone and cable will be completed and available at the Timbers Club as required by the Purchase Agreement. These services are not separately metered for each Club Unit. The cost of these services is an overall expense of The Timbers Club at Snowmass Owners Association (the "Association") and each Purchaser pays a portion of the cost as part of the annual fee. The Timbers Club has a central heating system for all Club Units, which will be new. • 8. Common Interest Community. The Timbers Club at Snowmass is a common interest community pursuant to Article 33.3, Title 38, Colorado Revised Statutes. 9. Fees. Annual Association fees which will be the responsibility of the Purchaser are estimated to be $8,595 for a three-bedroom Club Interest, and $11,447 for a four-bedroom Club Interest, estimated as of July, 1999. Seller in every contract for sale shall provide to the Purchaser the written statement of assessments pursuant to C.R.S. §38-33.3-316(8). These fees pay for the management and operation of all Club facilities and amenities which management and operation are the responsibility of the Association. Fees charged to Owners for non-assessed items,such as long distance telephone charges, postal charges,and housekeeping services for individual units, will be based on the actual cost of services provided (plus a 25% administrative charge for housekeeping services). The Seller is responsible for paying fees on Club Interests it owns. Purchaser's assessments and fees may be changed or increased if the cost of upkeep of the Timber Club increases or if an Owner of a Club Interest fails to pay assessments and fees. 10. Budget. A copy of the Association's projected budget for 2001/2002 is attached to this Disclosure Statement. There are no services provided or expenses paid by Seller that are not reflected in the budget and which may subsequently become common expenses. There are no additional fees or charges for use of the amenities. Each Owner becomes a member of the Association and may participate in decisions of the Association as provided in the Declaration. Section 22.8 of the Declaration provides for an assessment of Club Interests to fund an operating • budget for repair and replacement of furniture, fixtures, appliances, carpeting and utensils. There CO DOCS A 37198 v 11 2 • are no current outstanding obligations in favor of or against such funds. The Seller has no right to borrow or to authorize borrowing from such funds. Annual financial statements are prepared for the Association and made available to the owners. In any transfer of the Seller's interest as the Declarant to any third person, the third person shall assume the obligations of the Seller as Declarant. 11. Control ofAssociation. At this time,the Seller has voting control of the Association. There is a period of Seller's control of the Association during which Seller (also known as the Declarant)or persons designated by the Declarant,may appoint or remove the officers or members of the Board of Managers of the Association. The period of Declarant's control shall commence upon filing of the Articles of Incorporation of the Association and shall terminate no later than the first to occur of(a)60 days after conveyance of 75%of the Units that may be created to owners other than Declarant, (b) two years after Declarant's last conveyance of a Unit in the ordinary course of business, or(c) two years after any right to add new Units was last exercised. The Declarant may voluntarily surrender the right to appoint and remove officers and members of the Board of Managers before termination of that period. Seller shall not have any financial interest nor will it potentially derive any income or profit from the Association. The Seller does not have a right to borrow or authorize borrowing from the Association. The Board of Managers of the Association controls and disburses the funds of the Association. 12. Use. The Timbers Club will consist of 8 Club Interests in each Three Bedroom Club Unit and up to 8 Club Interests in each four-bedroom Club Unit. Each Purchaser of a Club Interest • is entitled to reserve at least 14 days of planned winter vacation, 14 days of planned summer vacation, and additional use during the remainder of the year on a space available basis, subject to the Club's reservation policies. 13. Manage r. Snowmass Lodging Company, a Colorado corporation, located at 425 Wood Road,Snowmass Village,Colorado 81615,is the managing agent of the Timbers Club. Seller will not have a financial interest in the manager. The managing agent will provide the services of operating and maintaining the Project on behalf of the Association. The initial term of the Management Agreement expires four(4)years from execution of the Management Agreement. The Association has the right,pursuant to statute,following expiration of Declarant's right to control the Association to terminate the Management Agreement upon not less than ninety(90)days prior notice to the managing agent. Except as stated above,the Purchaser and Seller may not change or transfer control of the managing agent. 14. Reserves. A maintenance reserve fund will be established and will be cash funded. There are no outstanding obligations in favor of or against the reserve funds. Seller does not have a right to borrow or to authorize borrowing from this fund. The Purchaser will receive a periodic accounting from the Association in accordance with Section 8.3 of the Declaration. 15. Insuranc . The Association shall maintain property and casualty insurance on the Timbers Club, commercial general liability insurance against claims and liabilities arising in connection with the ownership, existence, use or management of the Timbers Club, and fidelity • CO DOCS A 37198 v 11 3 insurance on all persons who control or disburse funds of the Association in accordance with Article • 17 of the Declaration. 16. Mechanics'Liens. The mechanics'lien law of Colorado may authorize enforcement of a lien by selling the entire Club Unit. 17. No Exchange Program. The Timbers Club does not offer an exchange program with third parties. 18. Gas and Mineral Ri ghts. Colorado has a history of mineral mining as well as gas and oil exploration. Your title commitment or title policy has an exception(usually found in Schedule B) that allows someone the recorded and legal right to extract minerals and/or oil and gas from the land you own. What this means to you, is that the party(ies)that own these rights, also have a legal right of access and egress across your land in order to extract minerals or drill for oil and gas; and the right to set and operate equipment. Other Colorado laws dictate the responsibilities of the mining or drilling company. The mining or drilling company is generally responsible for damage to real and personal property of surface right land owners that may result from the extraction of minerals. For information on regulation of the oil and gas industry and the protection of public health,safety and welfare, the environment, and mineral owners' correlative rights, contact: The Department of Natural Resources • The Colorado Oil and Gas Conservation Commission at 1120 Lincoln St., Suite 801, Denver, CO 80203, Main office(303)894-2100 email: dnr.ogcc0—state.co.us or visit their web site at www.dnr.state.co.us/oil-gas/, or The Colorado Division of Mining and Geology, 131 Sherman St., Rm 215,Denver,CO,(303)866- 3567, Fax (303)832-8106, or visit their web site at: www.dnr.state.co.us/edo/minine.html Note: Private contracts between the mining or drilling company and the land owner or owner's association may effect the jurisdiction of the Department of Natural Resources. 19. Right of Repurchase. In the event Purchaser chooses to convey title to its Club Interest(s)to a third party during the period the developer retains special declarant rights under the Declaration, the developer shall have the right but not the obligation to elect to repurchase such Club Interest(s). The repurchase price for the Club Interest(s) shall be an amount equal to the bona fide offering price to Purchaser from a third party for the Club Interest(s). These terms shall be established in Section 22.11 of the Declaration. Initial Initial • CO DOCS A 37198 v 11 4 • PARKING LICENSE This PARKING LICENSE (the"License") is dated 200_, and is granted by THE TIMBERS AT SNOWMASS, LLC, a Colorado limited liability company ("Owner"), to THE TIMBERS CLUB AT SNOWMASS OWNERS ASSOCIATION, INC., a Colorado nonprofit corporation ("Association"). RECITALS A. Owner is the owner of seventy (70) condominium unit parking spaces (the"Social Units") in the parking level of the Timbers Club at Snowmass, located south of Brush Creek Road in the Town of Snowmass Village, County of Pitkin, State of Colorado. B. Association desires to have available certain Social Unit parking spaces for use by members of the Association and for parking purposes only. C. Snowmass Village Town Council Resolution No. 6 (Series 2000) (the "Resolution") requires Owner to license additional parking spaces to Association during a two year parking evaluation period, commencing upon issuance of a certificate of occupancy for the first phase of the Timbers Club. • D. Owner is willing to grant Association a license to use eighteen (18) Social Unit parking spaces, as more particularly described as: Social Units 1 to 18, according to the Condominium Declaration for the Timbers Club at Snowmass, recorded , 200_1 at (Reception No.) and the Condominium Map recorded 200_, at (Reception No.) in the office of the Clerk and Recorder of Pitkin County, Colorado ("Licensed Spaces"), upon the terms and conditions contained herein. LICENSE AGREEMENT In consideration of ten dollars ($10.00) and the mutual covenants and promises set forth herein, Owner and Association hereby agree as follows: 1. Owner hereby grants to Association a revocable license to use the Licensed Spaces. 2. The license granted by this License shall commence on 2001 and end on 2003, unless earlier terminated pursuant to the terms of this License and the Resolution. The parking rights granted under this License shall not be deemed a • CO DOCS A 57385 v 1 • conveyance of an interest in the Social Units or a lease, but shall constitute solely a license to use the Licensed Spaces pursuant to the terns hereof. 3. In consideration of Association's right to use the Licensed Spaces under this License, Association shall be obligated to pay all Impositions prorata with respect to the Licensed Spaces, prior to any applicable due date. (a) "Impositions" shall mean, collectively, all real estate taxes on the Licensed Spaces (including without limitation those levied by special taxing districts), all ad valorem, use, or similar taxes levied or incurred with respect to the Licensed Spaces, or the use, lease, ownership or operation thereof, Assessments under the Condominium Declaration, other assessments (including all assessments for public improvements or benefits, whether or not commenced or completed within the license term),water, electricity, gas, utilities or other charges, excises, levies, fees and all other governmental charges of any kind or nature whatsoever, general or special, foreseen or unforeseen, ordinary or extraordinary, with respect to the Licensed Spaces or any part thereof, including all interest and penalties thereon, which at any time prior to, during or with respect to the license term may be assessed or imposed on or with respect to the Licensed Spaces or any part thereof. • 4. Association agrees that this License is not a contract of bailment and that neither Owner nor any operator of the Social Units shall be liable for loss of or damage to any vehicle or any contents thereof or accessories thereto, or any property left in any of the Licensed Spaces, resulting from fire, theft, vandalism, accident, conduct of other users of the Social Units and other persons, or any other casualty or cause, whether due to the negligence of Owner or any operator of the Social Units or any of their respective employees or agents or otherwise. Further, Association understands and agrees that: (a) Owner shall not be obligated to provide any traffic control or security protection for the Licensed Spaces; (b) Association and its members shall use the Licensed Spaces at its own risk; and (c)Owner shall not be liable for personal injury or death or theft, loss of or damage to property, whether due to the negligence or omission of Owner, or any operator of the Social Units, or any of their respective employees or agents,or otherwise. Association hereby indemnifies and agrees to hold Owner, any operator of the Social Units, and their respective employees and agents,harmless from and against any and all claims, demands and actions arising out of the use of the Licensed Spaces by Association, its members, its employees or agents. 5. Association (including only members, employees and agents) shall use the Licensed Spaces solely for the purpose of parking passenger model cars,trucks, and vans and shall comply in all respects with any rules and regulations that may be promulgated from time to time with respect to the Social Units. If any of the Licensed Spaces are at any time used other than for the purpose of parking as provided above or upon default by Association under this • License, Owner, in addition to any other rights hereby reserved or otherwise available to it, shall have the right to cancel this License and the rights herein granted pursuant to the termination CO DOCS A 57385 v 1 2 Y • provisions hereof, and Association shall, upon termination, have no further rights to use any of the Licensed Spaces. 6. Association shall, at its own cost and expense, maintain the Licensed Spaces in good condition and repair, ordinary wear and tear, natural obsolescence and damage by insured casualty excepted, and shall keep the Licensed Spaces clean and free of snow, ice and debris. 7. If the Social Units are damaged or destroyed, or if the provision or use of parking facilities is limited or prohibited by any governmental authority, or the use or operation of the Social Units are is limited or prevented by strike or other labor difficulties or other cause beyond Owner's control, Association's inability to use the Licensed Spaces shall not subject Owner or any operator of the Social Units to any obligation or liability to Association whatsoever. 8. Association shall have no right to assign or sublicense any of its rights under this License. Subject to the preceding sentence, this License shall be binding upon and shall inure to the benefit of the parties hereto and upon Owner's successors and assigns. 9. Association, at its sole expense, shall maintain commercial general liability and property damage insurance with respect to any occurrence arising on or about the Licensed Spaces. Such liability coverage shall name Owner as an additional insured. All policies of insurance to be obtained by Association shall, to the extent that the same is obtainable without • additional premium therefor, provide that any loss shall be payable notwithstanding any negligence of Owner which might otherwise result in a forfeiture of such insurance. Owner and Association hereby release one another from any and all claims caused by or resulting from risks insured against under any insurance policies carried by the parties and in force at the time of any such claims. Owner and Association shall cause each insurance policy to provide that the insurance company waives all rights of recovery by way of subrogation against Owner or Association, as the case may be, in connection with any claim covered by any policy. 10. Owner has the right to mortgage the fee interest in the Licensed Spaces. This License shall at all times be subject to and subordinate to the lien of any such mortgage or other security instrument, and any extensions or replacements thereof, that may now or hereafter be placed on the Licensed Spaces by Owner. 11. No covenant, term, or condition of this License may be waived except by written consent of the party against whom the waiver is claimed, and the waiver of any tern, covenant or condition of this License shall not be deemed a waiver of any subsequent breach of the same or any other term, covenant or condition of this License. 12. Any notice which either party may or is required to give, may be given by personal delivery or by mailing the same,postage prepaid, certified mail, return receipt requested, to the address below or at such other places as may be designated by the parties from time to time. • CO DOCS A 57385 v 1 3 • Association's notice address: The Timbers Club at Snowmass Owners Association, Inc. c/o Snowmass Lodging Company P.O. Box 6077 Snowmass Village, CO 81615 Fax No.: 970/923-5426 Owner's notice address: The Timbers at Snowmass, LLC 25 Lower Woodbridge Road, Suite 102-B Snowmass Village, CO 81615 Fax No.: 13. This License constitutes the entire agreement between the parties and may be modified only in writing signed by both parties. AGREED: AGREED: THE TIMBERS AT SNOWMASS LLC, THE TIMBERS CLUB AT SNOWMASS a Colorado limited liability company OWNERS ASSOCIATION, INC., a Colorado nonprofit corporation BY: BY: • [Signature] [Signature] NAME: NAME: TITLE: TITLE: DATE: DATE: • CO DOCS_A 57385 v 1 4 CLUB UNI-F RULES, REGULATIONS AND RESERVATION PROCEDURES • OF THE TIMBERS CLUB AT SNOWMASS OWNERS ASSOCIATION, INC. • CO_DOCS A52730vRED • TABLE OF CONTENTS ARTICLE 1 INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE 2 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I ARTICLE 3 RESERVATION PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section3.1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 3.2 Winter Season Planned Vacations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 3.3 Summer Season Planned Vacations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 3.4 Dgay Us e . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 3.5 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 ARTICLE 4 TRANSFER AND INTERNAL EXCHANGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 4.1 Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 **2 Section 54 462 No Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98 Section 44 3 Internal Exchanging of Planned Vacations . . . . . . . . . . . . . . . . . . 8 ARTICLE 5 PAYMENT OF CLUB ASSESSMENT AND OTHER FEES . . . . . . . . . . . . . . 82 Section 5.1 Payment Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89. • * 2 moved from here; text not shown Section 53 562 No Reservations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section" 3 Use Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 53 564 Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 ARTICLE 6 OCCUPANCY OF CLUB UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 6.1 Check-In and Check-Out Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 6.2 Failure to Vacate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 6.3 Inventory of Club Unit Fumishinps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 6.4 Housekeeping Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 6.5 Keys: Parking Access Cards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 6.6 Emergencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 6.7 Club Vehicles and Public Transportation . . . . . . . . . . . . . . . . . . . . . . . . 11 ARTICLE 7 GENERAL USE RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 7.1 Personal PropertX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 7.2 Obstruction of Common Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 7.3 Exterior Surfaces of Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 7.4 Storage in Common Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 7.5 Prohibited Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 7.6 Disposal of Refuse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 7.7 Conduct of Occupants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 CO DOCS A 52730 v RED i • Section 7.8 Complaints; Violations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 7.9 No Pets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 7.10 No Smokin8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 7.11 Parking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 7.12 Club Facilities and Amenities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +314 ARTICLE 8 INSPECTION OF ASSOCIATION RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ARTICLE 9 DEATH, DIVORCE AND BANKRUPTCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 9.1 Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 9.2 Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 9.3 Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 9.4 Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ARTICLE 10 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 10.1 Additional Club Rules: Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 10.2 Authority; Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 10.3 Superseding Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 • • CO DOCS A 52730 v RED » • THE TIMBERS CLUB AT SNOWMASS OWNERS ASSOCIATION, INC. CLUB UNIT RULES, REGULATIONS AND RESERVATION PROCEDURES THESE CLUB U#iT RULES, REGULATIONS, AND RESERVATION PROCEDURES (these"Club Rules"), are promulgated and effective as of the day of 2000 (the"Effective Date"). ARTICLE 1 INTRODUCTION These Club Rules govern the reservation, use and occupancy of the Club Units and their contents, use and occupancy of the Social Units and Condominium Units and the Common Elements and Limited Common Elements of the Timbers Club of Snowmass, Town of Snowmass Village, Colorado, appurtenant thereto (the"Timbers Club"). They shall remain in effect until amended by the Board of Directors of the Timbers Club at Snowmass Owners (the "Association"), and shall apply to and be binding upon all Glub Owners and Occupants.C—kdrMembers; except that Articles 3, 5. 6 and Sectiop 4.3 herein shall not apply to the Owners or Occupants of Social Units or of Condominium Units. Owners and Occupants shall at all times comply with these Club Rules and use their best efforts to ensure that • such Club Rules are fully and faithfully observed by other Glab Members P&Pers and Occupants. These Club Rules are subordinate to the Condominium Declaration for the Timbers Club at Snowmass (the"Declaration'). In the event of any conflict between these Club Rules and the Declaration, the Declaration shall control. ARTICLE 2 DEFINITIONS Section 2.1 Unless otherwise specifically defined in the Club Rules, all terms used in these Club Rules have the meanings given to them in the Declaration. For your convenience in reading and understanding these Club Rules, certain key definitions contained in the Declaration are also set forth below, together with some additional definitions: Section 2.2 "Club Category"means the type of Club Unit in which a Member has purchased an interest, either a four bedroom or a three bedroom Club Unit. Section 2.3 "Club Interest"means an undivided interest as tenant-in-common in a Club Unit (four-bedroom or three-bedroom)together with the exclusive right to possession and occupancy of a comparable Club Unit during a specified number of weeks reserved by the Club Member pursuant to the Reservation Procedures outlined in Article 3, below. A Club Interest includes privileges for the Club Member, his or her spouse, and dependent children under the age of 25. • CO_DOCS A 52730 v RED • Section 2.4 "Club Member"or"Member"means the Owner vested with legal title to a Club Interest. Section 2.5 "Club Week"means a period of exclusive possession and occupancy of a Club Unit reserved pursuant to the Club Rules. Club Weeks for each Club Unit are established each year for the dates set forth in the Club Calendar. Club Weeks will consist of seven (7) consecutive days beginning on a Saturday with arrivals and departures to occur on Saturdays. Section 2.6 "Club Year"means the period from November 1"each year to October 31"of the succeeding year. Section 2.7 "Managing Agent"means the person, firm, corporation or other entity employed or engaged as an independent contractor pursuant to a Management Agreement to perform management services for the Association. The Managing Agent for the Timbers Club is currently: Snowmass Lodging Company, a Colorado corporation, P.O. Box 6077, Snowmass Village, Colorado 81615. Section 2.8 "Membership Group Letter." Each Member will also receive a Membership Group Letter based on their Membership Number and Club Category. For example, upon the sale of all 36 Three Bedroom Club Memberships, there will be eight (8) Membership Groups (A-H)that will be utilized by the Rotational Reservation System in allocating Planned • Vacation times. Membership Numbers 1-8 will wj��i.l�l�be assigned to Group A,Numbers 9-16 will be assigned to Group B, and so on. Until all T Bedroom Club Interests have been sold, the size of each group and number of groups may fluctuate, but the usage described herein will not be affected. The Membership Group Letters, like the Membership Numbers,will never change. Section 2.9 "Membership Number." At the time of purchasing a Club Interest, each Member will be assigned the next available Membership Number which corresponds to when they purchase and their Club Category(i.e. the first buyer of a three-bedroom Club Interest will receive#1, the second buyer will receive 42, and so on). If a Member wishes, they may choose a higher Membership Number than that which would otherwise be assigned in order to ensure a higher reservation priority in a specific, upcoming year. Membership Numbers will be used by the Rotational Reservation System to allocate Planned Vacation times for those rare weeks when demand for Club Units may exceed supply. Each Member's Membership Number will never change. Section 2.10 "Occupant"means any member of-- 'a Members an Owner's family or a Member' an Owner's guests, invitees, servants, tenants, employees, or licensees who occupy a C%b Unit or are on the Common Elements of the Timbers Club for any period of time. Section 2.11 "Off Seasons"means those periods between the Winter and Summer Seasons when Members may use a Club Unit on a Space Available and Short Notice basis. During these periods, which occur in the spring and fall, the Timbers Club will completely close • CO DOCS A 52730 v RED 2 • for approximately two weeks in order to perform maintenance and cleaning of the entire Timbers Club, its Units and Common Areas. Section 2.12 "Planned Vacation"means those pre-reserved Club Weeks when a Member can use the Club Unit(s) of his or her Club Category or send Unaccompanied Guests to use those Club Unit(s) at no additional charge, except for the published housekeeping fees, gratuity fees and incidental charges of the Timbers Club, as outlined in Section 5.4, below. Members have the opportunity to reserve up to 28 days of Planned Vacations each Club Year (14 days in the Winter Season and 14 days in the Summer Season). Winter Season Planned Vacations may be reserved only during the Planned Vacation Reservation Period for the Winter Season, and Summer Season Planned Vacations may be reserved only during the Planned Vacation Reservation Period for the Summer Season. Section 2.13 "Planned Vacation Reservation Periods" means: (i) the 30-day period from June 1"to July 15' of each year, during which Members can reserve their Planned Vacations for the upcoming Winter Season; and (ii) the 30-day period from March I"to April 1 of each year, during which Members can reserve their Planned Vacations for the upcoming Summer Season. Section 2.14 "Rotational Reservation System"— A Rotational Reservation System has been established to insure that use of the Timbers Club by its Members is fair. This system • is described further in Schedule 1 (Four Bedroom Club Units) and in Schedule 2 (Three Bedroom Club Units) and includes an illustration of the rotating process. Section 2.15 "Sleeping Capacity"means the number of persons permitted to lodge in a Club Unit, The Sleeping Capacity of a Club Unit is the number of bedrooms times two,plus the number of sleeper sofas times two. Infants are not included in the Sleeping Capacity count and, if additional sleeping space is requested, rollaway beds are available (and will increase Sleeping Capacity by the number of rollaway beds requested). Section 2.16 "Space Available" and "Short Notice"Vacations." Space Available and Short Notice Vacations are all the remaining vacation times available to Members after all Planned Vacations have been booked and confirmed with the Club's Members. On August 1 st for Winter Seasons (and May 1 st for Summer Seasons) Members may begin booking Space Available and Short Notice Vacations on a first-come, first-served basis for the upcoming season, and may continue to due so at any time during that season. (a) "Space Available." Space Available Vacations are a way for Members to book an additional week of vacation well in advance of their arrival. Members may reserve with the Club's reservation office a one week Space Available Vacation, and may book multiple Space Available Vacations during the course of a season. However, Members may only have booked one Space Available Vacation at a time. Once Members use their • Space Available Vacation they may then book another. CO DOCS A 52730 v RED 3 • (b) "Short-Notice." Short Notice Vacations are a way for Members to book spur-of-the-moment vacations. While a Space Available Vacation may be reserved months in advance, Short Notice Vacations may only be booked within 16 days of a Member's arrival. Members simply need to contact the Club's reservation office within 16 days of their arrival to check availability and reserve a residence. There is no limit to the number of Space Available and Short Notice Vacations a Member may take. While some Members may use the Timber Club less often, others will use it more often. Section 2.17 "Summer Season"means the period of time beginning in mid-May of each year and ending in mid-October of each year. The Association will determine and publish annually the exact opening and closing dates for each Summer Season. Section 2.18 "Unaccompanied Guest" means any guest who lodges at the Timbers Club without a Member during a Member's Planned Vacation at the request of such Member. A Member requesting lodging for an Unaccompanied Guest (a"Sponsoring Owner")must provide the Club's reservation office with written notice of the Unaccompanied Guest's name, address and telephone number at least 14 days prior to such guest's arrival so that the Club's reservation office can send a notice to that Unaccompanied Guest, confirming the terms of their stay at the Timbers Club. Unaccompanied Guests are required to pay all housekeeping fees, gratuity fees and incidental charges upon checkout unless payment has been arranged in advance by the • Sponsoring Owner. The Sponsoring Owner is responsible for any damages to Timbers Club facilities caused by their Unaccompanied Guests. The number of persons lodged with an Unaccompanied Guest in a Club Unit cannot exceed the Sleeping Capacity of that Club Unit. While a guest accompanied by a Member may visit the Club Unit at any time, including Space Available Vacations, an Unaccompanied Guest may only use the Club Unit and Club amenities during a Member's Planned Vacations. Section 2.19 "Winter Season"means the period of time beginning no later than the published winter opening date of the Snowmass Ski Resort and ending no earlier than the published winter closing date of the Snowmass Ski Resort. The Association will determine and publish annually the exact opening and closing dates of each Winter Season. ARTICLE 3 RESERVATION PROCEDURES Section 3.1 The Timbers Club reservation procedures have been designed to insure that all Members have equal access to their Club Category, and have been carefully formulated in an attempt to be fair and equitable to all Members. Each Member is allowed to use the Timbers Club for: (a)Planned Vacations during the Winter Season; (b) Planned Vacations during the Summer Season; and (c) such Space Available Vacations and Short Notice Vacations as may be reserved in accordance with the rules for making such reservations set forth below. Each Planned Vacation will be for up to two (2) Club Weeks in each Season. • CO DOCS A 52730 v RED 4 • Each Member shall designate one individual who carries the responsibility of submitting the Planned Vacation reservation form to the Club's reservation offices in a timely manner to secure their priority booking of Planned Vacations. As permitted in the Declaration and Association's Bylaws, the Association reserves the right to alter these reservation procedures from time to time as conditions warrant. Changes that intentionally discriminate against use of any Club Category are not permitted. Although the deed to a Club Interest may show a specific Unit number, Members are purchasing the right to use a Unit in a Club Category and may not stay in the Unit listed on the deed. Section 3.2 Winter Season Planned Vacations Section 3.2.1 Reservation Forms. On or before June 1"of each year, the Club's reservation office will mail to all Members, a Planned Vacation reservation form,requesting that Members select Planned Vacation dates for the upcoming Winter Season. Each Member's Membership Number and corresponding Membership Group Letter will be noted on that form by the Club's reservation office. If the Planned Vacation reservation form for the Winter Season is not received by the Member by June l4t h, the Member should immediately notify the Club's reservation office. • (a) On or before uJ ly I f of each year, Members will have returned the completed Planned Vacation reservation forms for the Winter Season to the Club's reservation office. It is the Member's responsibility to complete and return the Planned Vacation reservation form by July 1" to preserve priority rights for the upcoming Winter Season. If the Planned Vacation reservation forms are received after July ", they will be handled on a first-come, first-served basis after all Planned Vacation reservation forms received in a timely manner have been processed. Section 3.2.2 Priority Assignment of Club Weeks. On July 2nd, the Club's reservation office will begin booking each Member's requested Planned Vacation times by utilizing the Rotational Reservation System fully described in Schedules I and 2. This will be done as follows: (a) First Club Week of Planned Vacation—The Club's reservation office will initially book each Member's first requested Planned Vacation period of up to one Club Week. If demand for a time period happens to exceed the supply of lodging, then the lowest Membership Number will be confirmed first. (b) Second Club Week of Planned Vacation—After the first Club Week of • Planned Vacation is confirmed for all Members in a Club Category, CO DOCS A 52730 v RED 5 • reservations are then confirmed for up to an additional Club Week. During this confirmation process for each Member's second Planned Vacation period, Members wishing to book their two Club Weeks consecutively,may do so at this time. When demand for certain dates exceeds lodging supply, the Memberships with the highest Membership Number will be confirmed first. Section 3.2.3 Written Confirmation. By August I", the Club's reservation office sends written confirmation of the Planned Vacations for the Winter Season to each Member. Additionally, each Member will receive a reservation calendar illustrating which dates have been reserved by Members and which are available for Space Available and Short Notice Vacation reservations. Members may now begin booking Space Available and Short Notice Vacations anytime during the Winter Season on a first-come first-served basis. Section 3.3 Summer Season Planned Vacations Section 3.3.1 Reservation Forms. On or before March I" of each year the Club's reservation office will mail to all Members, a Planned Vacation reservation form,requesting that Members select Planned Vacation dates for the upcoming Summer Season. Each Member's Membership Number and corresponding Group Letter will be noted on that form by the Club's reservation office. If the Planned Vacation reservation form is not received by the Member by • March 14th, the Member should immediately notify the Club's reservation office. (a) On or before April V of each year Members will have returned the completed Planned Vacation reservation forms for the Summer Season to the Club's reservation office. It is the Member's responsibility to complete and return the Planned Vacation reservation form by April P to preserve priority rights for the upcoming Summer Season. If the Planned Vacation reservation forms are received after April ", they will be handled on a first-come, first-served basis after the Planned Vacation reservation forms received in a timely manner have been processed. Section 3.3.2 Priority Assignment of Club Weeks. On April 2nd, the Club's reservation office will begin booking each Member's requested Planned Vacation times by utilizing the Rotational Reservation System fully described in Schedules 1 and 2. This will be done as follows: (a) • First Club Week of Planned Vacation—The Club's reservation office will initially book each Member's first requested Planned Vacation period of up to one Club Week. If demand for a time period happens to exceed the supply of lodging, then the lowest Membership Number will be confirmed first. • CO DOCS A 52730 v RED 6 • (b) Second Club Week of Planned Vacation—After the first Club Week of Planned Vacation is confirmed for all Members in a Club Category, reservations are then confirmed for up to an additional Club Week. During this confirmation process for each Member's second Planned Vacation period,Members wishing to book their two Club Weeks consecutively, may do so at this time. When demand for certain dates exceeds lodging supply, the Memberships with the highest Membership Number will be confirmed first. Section 3.3.3 Written Confirmation. By May I" the Club's reservation office sends written confirmation of the Planned Vacations for the Summer Season to each Member. Additionally, each Member will receive a reservation calendar illustrating which dates have been reserved by which Members and which periods are available for Space Available and Short Notice Vacation reservations. Members may now begin booking Space Available and Short Notice Vacations anytime during the Summer Season on a first-come first-serve basis. Section 3.4 Day Us e Members, Unaccompanied Guests and Guests accompanied by a Member while the Member is in residence have unlimited use of the Timbers Club's amenities and services(lounge, swimming pool, locker room and health club). Members should contact the Club reservation • office prior to the intended day of use to assess availability of services and amenities. The Association has the right to restrict day use and the number of day use guests accompanying a Member. Section 3.5 Miscellaneous Section 3.5.1 Reservation Request. Except as otherwise provided herein, all written reservation forms and requests shall be sent to the Club's reservation office via first-class mail at the following address, or at such other address as the Association designates from time to time by written notice to all Members: The Timbers Club at Snowmass Owners Associations, Inc. c/o Snowmass Lodging Company P. O. Box 6077 Snowmass Village, Colorado 81615 Attention: Club Reservations Phone: Fax: Section 3.5.2 Cancellation/Failure to Cancel or Use. If a Member wishes to cancel a Planned Vacation, but retain the usage rights associated with the canceled Planned Vacation, a written request for cancellation must be received by the Club's reservation office, at • least 16 days prior to the Member's scheduled arrival at the Timbers Club. If the notice of CO DOCS A 52730 v RED 7 • cancellation is not received in writing at least 16 days prior to the scheduled arrival, the Association will deem all of the Planned Vacation days for which proper notification was not received to have been used. There is no guarantee that, even if proper notice of cancellation is given, the canceling Member will be able to secure another reservation in that same Club Year, unless another Member is deemed to have used the entire Club Week for which the reservation was made, or another Member reserves that Club Week after notice of cancellation was received, in which case the canceling Member is entitled to request the reservation of another Club Week in the same Club Year on a space-available basis. If a Member fails to check in at the Timbers Club for a Space Available Vacation, without giving notice to the Club's reservation office at least 10 days prior to such Member's scheduled check in, the Member must pay a fee set by the Board, pursuant to Section 64 5�.3. Section 3.5.3 No Carry Forward of Use Rights. If, for whatever reason, a Club Member, members of his or her family, his or her guests, tenants, licensees or invitees do not use all of the Club Week(s) that such Member is entitled to reserve or use in a particular Club Year, the unused time cannot be accumulated and carried forward for future use at the Timbers Club, and such Member shall remain responsible for complying with all of the provisions of the Declaration and Club Rules, including but not limited to the payment of all Assessments and other amounts levied by the Association against his or her Club Unit Interest. ARTICLE 4 TRANSFER AND INTERNAL EXCHANGE • Section 4.1 Transfer s. All transfers of Ektb Units and Club Interests within the Timbers Club shall be governed by the terms, conditions and restrictions contained in the Declaration and these Club Rules. Immediately upon any transfer of a Club Unit or Club Interest as permitted by the Declaration, a"a Membe an Owner shall give written notice thereof, by registered or certified mail, to the Association. The written notice shall state the name and address of the transferee and shall be accompanied by a non-refundable administrative fee of one hundred dollars ($100.00). Said notice shall also be accompanied by a true and correct copy of the applicable recorded deed or other instrument of transfer,pursuant to which title is vested in the new Owner. Upon any transfer,whether by foreclosure or otherwise, the transferee must pay or cause the seller to pay any delinquent Assessments and late penalties. *= Section 64 4!2 No Transfers. Except as to a transfer to a First Mortgagee by foreclosure or deed in lieu of foreclosure, no transfer of a Unit or Club Interest shall be permitted unless and until the proposed transferor is current as to all Assessments due to the Association and is otherwise not in default under any other provision of the Declaration. Any purported transfer of a Unit or Club Interest while a Nlemb T an Owner is delinquent or is in default on any other obligation shall be null and void. Section 431.1 Internal Exchanging of Planned Vacations. Members may exchange their confirmed Planned Vacations with other Members. Members will be provided a reservations calendar after Planned Vacations have been confirmed for the Winter and Summer • Seasons, respectively. Exchanges should be arranged directly between Members. Written notice CO DOCS A 52730 v RED 8 • of an exchange must be provided to the Club's reservation offices at least 16 days prior to the arrival date of the Member using the earliest Planned Vacation involved in the exchange. The Association encourages and will make all reasonable efforts to facilitate such exchanges between Members. ARTICLE 5 PAYMENT OF CLUB ASSESSMENT AND OTHER FEES Section 5.1 Payment Dates. Payment of the annual Club Assessment shall be due in four, quarterly installments, on January 1", April 1",July 1", and October 1" of each year. The Association shall bill each Member quarterly, and shall (if necessary)provide an estimate of any Club Assessment that will be due prior to the commencement of a Member's Planned Vacation, at the time that a reservation request is made for such vacation in accordance with Part II, above. A Member's failure to receive a bill shall not excuse payment of an installment. In addition to all other remedies set forth in the Declaration and Club Rules, failure to pay an installment within thirty(30) days of its due date shall result in the addition of a late fee in the amount of five percent (5%) of the unpaid fee. All unpaid installments and late fees shall bear interest at the rate of eighteen percent (18%)per annum until the unpaid installment(s), late fees and accrued and unpaid interests are paid. * 1 moved from here; text not shown • Section 53 5.2 No Reservations. The Association will not allow a Member to make a reservation or to occupy a Club Unit and, upon notice, cancel any reservation previously made by the Member and rent the Club Week previously reserved, if the Member is delinquent on his or her payment of Club Assessments. Section 54 1.1 Use Fees. In addition to Club Assessments, Members shall be charged fees for extraordinary and mid-week housekeeping services (as described in Section 6.4 below), as well as other incidental charges attributable to the day-to-day occupancy at the Timbers Club, such as long distance telephone charges and postal charges ("Use Fees"). Unless a Member makes prior arrangements with the Association, Unaccompanied Guests shall be charged Use Fees upon Check-Out Time. Use Fees will be set at rates established by the Association and distributed to Members each year, along with such Member's Planned Vacation reservation forms and will generally be based on the actual cost of such incidental charges and services plus a 25% administrative charge for housekeeping services. The Association may further establish daily occupancy charges from time to time, as Use Fees chargeable to Members who fail to check-in at a Space Available Vacation without adeauste prior notice of cancellation. Section 53 Z.44 Cumulative Remedies. All of the remedies granted by the Declaration and Club Rules, specifically including the specific remedies provided for in this Article are cumulative, and the exercise of one right or remedy by the Association shall not impair the Association's right to exercise any other remedy. The Association shall not be limited • CO DOCS A 52730 v RED 9 • to the remedies set forth herein and may invoke any other or additional remedies provided for or allowed by the Act, in law or in equity. ARTICLE 6 OCCUPANCY OF CLUB UNITS Section 6.1 Check-In and Check-Out Time. Check-in time shall be 4:00 p.m. ("Check-In Time") Saturdays, on the first day of any Club Week. All Members and Occupants shall vacate and remove all personal belongings from their Club Units no later than 10:00 a.m. ("Check-Out Time") on the last day of their reserved Club Weeks. The six (6) hour period between Check-Out Time and Check-In Time is to permit the routine cleaning and maintenance of Club Units by the Association. However, a Member or Occupant who has reserved or is otherwise entitled to consecutive Club Weeks in the same Club Unit shall not be required to vacate his or her Club Unit during the period of time between such Check-Out and Check-In Times. Exceptions to the arrival and departure times may be made at any time by the Managing Agent. Section 6.2 Failure to Vacate. If a Member or Occupant fails to vacate his or her Club Unit at the prescribed time, the Association shall take such prompt action as may be necessary to remove such Member or Occupant, together with the personal belongings thereof, from the Club Unit wrongfully occupied. In addition, such Member will be responsible for whatever liquidated damages, costs and expenses are incurred by the Association in connection with such wrongful • occupancy as described in the Declaration and these Club Rules including without limitation the expense of providing the arriving Member or Occupant alternative lodging at Little Nell, Aspen, Colorado,plus any incidental charges required to provide the arriving Member or Occupant substantially similar amenities as available at the Timbers Club. Except for belongings left in the Timbers Club's long term recreational equipment storage and personal soft-storage facilities, neither the Association nor the Managing Agent shall be liable or responsible in any manner whatsoever for the value of any personal effects left in a Club Unit or elsewhere in or about the Timbers Club at the end of a reserved Club Week. All such personal effects shall be considered abandoned and may be sold or otherwise disposed of by the Association. Section 6.3 Inventory of Club Unit Furnishings. Upon Check-In at the Timbers Club, each Member and Occupant will be given an inventory schedule listing all of the Club Unit Furnishings that should be contained within the Club Unit. Each Member and Occupant should inspect his or her Club Unit carefully and promptly report to the Club's reservation office any discrepancies between the inventory schedule and such items as are actually contained within the Club Unit, together with the condition thereof. If a Member or Occupant fails to report any such discrepancy and a particular item is found to be damaged (beyond normal wear and tear)or missing immediately following the termination of such Member's or Occupant's reserved Use Week, such Member or Occupant shall be charged for the cost of repairing or replacing such item. Section 6.4 Housekeeping Service. In general, housekeeping services will be provided • to ensure that each Club Unit is clean and neat at the start of a Member's or Occupant's reserved CO DOCS A 52730 v RED 10 • Club Week. The Association reserves the right to provide a mid-week"touch-up" as well. Under ordinary circumstances, there is no separate charge for housekeeping services for Members who reserve a Club Week of seven (7) consecutive days. However, if a Member or Occupant desires additional housekeeping services, or causes additional cleaning or housekeeping services to be required over and above that which would ordinarily be provided, then such Member or Occupant may be charged a Use Fee for such additional service. Section 6.5 Keys, Parking Access Cards. Each Member and Occupant shall return to the Managing Agent upon Check-Out all keys and parking access cards to his or her Club Unit. Members and Occupants shall be responsible for all lost keys and cards. No Member or Occupant shall alter any lock or install a new lock on the door or access of any Club Unit or Common Element within the Timbers Club. Section 6.6 Emer eg ncies. In case of an emergency originating in or threatening the condition of any Club Unit, Common Element or Club Unit Furnishings, or the health or safety of any person, the Association, through an authorized representative thereof, including but not limited to the Managing Agent, shall have the right to enter any Club Unit for the purpose of remedying or abating such emergency. In order to facilitate such right of entry,the Association and the Managing Agent may retain a pass key to each Club Unit within the Timbers Club. Section 6.7 Club Vehicles and Public Transportation. Club vehicles will be available • to transport Members and Occupants, while in residence, to and from Snowmass Village, Aspen, and Pitkin County Airport at no charge on a first-come first-served basis. The Association shall own and maintain a fleet of passenger vans to adequately serve such transportation needs of Members and Occupants. Owners and Occupants are encouraged to use the various forms of public transportation available in the Roaring Fork Valley, including RFTA (Roaring Fork Transit Agency) and the Snowmass Village shuttle system. ARTICLE 7 GENERAL USE RESTRICTIONS Section 7.1 Personal Property. Except while in residence, the personal property of all Club Members shall be stored within the Timbers Club's long-term recreational equipment storage and personal soft-storage facilities, and such other areas as designated for long term storage by the Association. The Association and Managing Agent shall not be responsible for any belongings left by it Nlembe an Owner or Occupant in an undesignated location, including within C%b Units. Section 7.2 Obstruction of Common Elements. There shall be no obstruction of, nor shall anything be stored in, the Common Elements without the prior written consent of the Association or the Managing Agent. No garbage cans, supplies or other articles of any kind shall be placed on the patios, decks, balconies or entry ways, nor shall any linens, cloths, clothing, curtain, rugs, mops, laundry or other articles be shaken or hung from any windows, doors, patios, • decks, balconies or entry ways, or be exposed in any part of the Common Elements. The CO DOCS A 52730 v RED I I • Club Week. The Association reserves the right to provide a mid-week"touch-up" as well. Under ordinary circumstances, there is no separate charge for housekeeping services for Members who reserve a Club Week of seven (7) consecutive days. However, if a Member or Occupant desires additional housekeeping services, or causes additional cleaning or housekeeping services to be required over and above that which would ordinarily be provided, then such Member or Occupant may be charged a Use Fee for such additional service. Section 6.5 Keys, Parking Access Cards. Each Member and Occupant shall return to the Managing Agent upon Check-Out all keys and parking access cards to his or her Club Unit. Members and Occupants shall be responsible for all lost keys and cards. No Member or Occupant shall alter any lock or install a new lock on the door or access of any Club Unit or Common Element within the Timbers Club. Section 6.6 Emer e,@ ncies. In case of an emergency originating in or threatening the condition of any Club Unit, Common Element or Club Unit Furnishings, or the health or safety of any person, the Association, through an authorized representative thereof, including but not limited to the Managing Agent, shall have the right to enter any Club Unit for the purpose of remedying or abating such emergency. In order to facilitate such right of entry, the Association and the Managing Agent may retain a pass key to each Club Unit within the Timbers Club. Section 6.7 Club Vehicles and Public Transportation. Club vehicles will be available • to transport Members and Occupants, while in residence, to and from Snowmass Village, Aspen, and Pitkin County Airport at no charge on a first-come first-served basis. The Association shall own and maintain a fleet of not less than four (4) passenger vans for use by Members nLd Occunants. Owners and Occupants are encouraged to use the various forms of public transportation available in the Roaring Fork Valley, including RFTA (Roaring Fork Transit Agency) and the Snowmass Village shuttle system. ARTICLE ? GENERAL USE RESTRICTIONS Section 7.1 Personal Propert v. Except while in residence, the personal property of all Club Members shall be stored within the Timbers Club's long-term recreational equipment storage and personal soft-storage facilities, and such other areas as designated for long term storage by the Association. The Association and Managing Agent shall not be responsible for any belongings left by-a Membee an Owner or Occupant in an undesignated location, including within G4ub Units. Section 7.2 Obstruction of Common Elements. There shall be no obstruction of,nor shall anything be stored in, the Common Elements without the prior written consent of the Association or the Managing Agent. No garbage cans, supplies or other articles of any kind shall be placed on the patios, decks, balconies or entry ways,nor shall any linens, cloths, clothing, curtain,rugs,mops, laundry or other articles be shaken or hung from any windows, doors,patios, • decks,balconies or entry ways, or be exposed in any part of the Common Elements. The CO DOCS A 52730 v RED 11 • Common Elements shall be kept free and clear of refuse, debris and other unsightly material. No fire exits shall be obstructed. Section 7.3 Exterior Surfaces of Buildings. Except as otherwise may be expressly set forth in the Declaration, no sign, advertisement, notice, other writing, awning, canopy, shutter, screen, radio or television antenna, or other object shall be displayed from, affixed to or placed upon the exterior walls, windows (both exterior and interior), doors or roofs of the Gee Units or from, to or upon any of the Common Elements without the prior written consent of the Association or the Managing Agent. The exterior of the Flab Units and Common Elements shall not be painted, decorated or in any manner modified without the prior written consent of the Association,which consent may be withheld on purely aesthetic grounds, in the Association's sole discretion; provided, however, that the Declarant under the Declaration shall have such rights with respect thereto as are granted by the Declaration. Section 7.4 Storage in Common Elements. While in residence, the personal property of all Members wners and Occupants shall be stored within their Gub Units. No Member wner or Occupant shall place or store baby carriages,playpens, wagons, toys or furniture on any part of the Common Elements, except in those areas that may expressly be provided for such purpose. No Member wner shall store or leave any boats, trailers,bicycles, mobile homes or other recreational vehicles anywhere within the Timbers Ght Pro' c , except in such areas, if any, as may specifically be designated for such items and as expressly approved in advance by • the Managing Agent or the Association. Section 7.5 Prohibited Activities Section 7.5.1 No industry, business, trade, occupation or profession of any kind, commercial, religious, educational or otherwise, shall be conducted,maintained or permitted within the Timbers Club, other than those conducted by Declarant or the Association, or otherwise expressly permitted by the Declaration or these Club Rules, as the same may be amended from time to time. Absolutely no solicitation shall be permitted at the Timbers Club, unless specifically authorized in writing by the Association except for solicitation by Declarant in connection with its marketing of Club Unit Interests and Condominium Units. Section 7.5.2 No Member Owner or Occupant shall allow anything whatsoever to fall from the windows, patios, decks, balconies, entry ways or doors of the Timbers Club,nor shall he or she sweep or throw from his or her Guh Unit any dirt or other substances outside of his or her Grob Unit or in the Common Elements of the Timbers Club. Section 7.5.3 No Member Owner or Occupant shall direct, supervise or in any manner attempt to assert control over the employees or other agents of the Managing Agent or the Association. Section 7.5.4 No Member Owner or Occupant of a Elnb Unit shall make or • permit any disturbing noises or offensive odors, nor do or permit anything that will interfere CO DOCS A 52730 v RED 12 • with the rights, comfort or convenience of the other Members Owners and Occupants. No Member Owner or Occupant shall play upon or suffer to be played upon any musical instrument, or operate or suffer to be operated a stereo, television, radio or sound amplifiers in his or her 81ub Unit in such manner as to disturb or annoy other Members Owners or Occupants. The Association shall have the right to abate all nuisances in or about the Timbers Club. Section 7.5.5 No radio, television installation or other wiring shall be made without the prior written consent of the Association. Section 7.5.6 No barbecue grills of any type may be used on balconies, decks, or patios, within Club Units or on the Common Elements except in areas specifically designated for such use, if any. Section 7.5.7 No inflammable, combustible, explosive or otherwise dangerous fluid, chemical or other substance (including, without limitation, fireworks) shall be kept in any Club Unit, except such as are required for normal household use. Members Owners and Occupants shall not allow any illegal materials or substances to be brought upon the Timbers Club or kept in the Club Units. Section 7.6 Disposal of Refuse. Refuse and bagged garbage shall be deposited only in areas as are expressly provided for such purpose. • Section 7.7 Conduct of Occupants. 'Members Owners and Occupants shall be responsible for the conduct of members of their families, their guests, tenants, invitees and licensees. Members Owners and Occupants shall ensure that such persons' behavior is neither offensive to any Member Owner or Occupant nor damaging to any Club Unit or portion of the Common Elements or Club Unit Furnishings. All Members Owners and Occupants are encouraged to observe quiet time in and about the Timbers Club from 10:00 p.m. each evening to 8:00 a.m. the next morning. Section 7.8 Complaints: Violations. Complaints regarding the operation and maintenance of the Timbers Club and violations of these Club Rules should be made or reported, in writing, to the Managing Agent or the Board of Directors. Section 7.9 No Pet s. No pets or animals of any kind may be kept in any Club Unit or elsewhere within the Timbers Club, except properly licensed and certified service animals for disabled persons. Section 7.10 No Smokine. No smoking is permitted in the Club Units or the Timbers Club interior Common Elements and Club facilities. Members smoking in exterior areas will comply with all Club Rules, including without limitation disposal of refuse and prohibition against offensive odors. • CO DOCS A 52730 v RED 13 • Section 7.11 Parkin . No parking shall be permitted within the Timbers Club, except in designated parking areas and during time restrictions adopted by the Association. Section 7.11.1. Based on proximity to a given Gub Unit, each three bedroom Club Unit shall be designated at least one (1)parking space within the underground parking facility and each four bedroom Flub Unit shall be designated two (2)parking spaces within the underground parking facility. Section 7.11.2. No vehicle (other than Club-owned vehicles)may be left in an exterior parking space for longer than a period of three (3)consecutive hours without permission by the Association. Section 7.12 Club Facilities and Amenities. Rules governing the use of any Club facilities and amenities at the Timbers Club may be adopted by the Association. In general, children under ten (10)years of age shall not be permitted in any swimming pool or jetted spa unless accompanied and supervised by a responsible adult. Pool hours and rules are subject to change at the discretion of the Association. ARTICLE 8 INSPECTION OF ASSOCIATION RECORDS All records maintained by the Association or the Managing Agent are available • for examination and copying by it Member an Owner or by his or her duly authorized attorneys, at the expense of the Member Owner requesting such examination or copies, during normal business hours. Any Gitib Niembe Owner who seeks to inspect and copy any of the Association's books or records, whether pursuant to the provisions of the Association's Bylaws or any applicable provision of law, shall make such request in writing to the Managing Agent at least five (5)business days prior to the date on which such inspection is sought. Personal inspection of the Association's books and records can be arranged by appointment with the Managing Agent during the Managing Agent's regular business hours. ARTICLE 9 DEATH, DIVORCE AND BANKRUPTCY Section 9.1 Death. Upon the death of an Member Owner who held an Club Interest or Unit as a tenant in common with one or more other Members, w rs the surviving Member(sj Ow pierfs shall within thirty(30) days of the death of an Member Owner provide written notice to the Association of the death, and the name and address of the personal representative of the estate of the deceased Member wner. If the deceased Member Owner held the Club Interest gLLnit as a joint tenant, the surviving joint tenant shall within thirty(30) days of the death of the Member Own r provide notice of the death to the Association and a copy of the death certificate. The Association may record the death certificate and an affidavit stating that the deceased was a joint tenant in the Club Interest or nit. Section 9.2 Dissolution. In the event of a dissolution of marriage or of a legal • separation of co-Owner's Club Interest or Unit, the Members Owne s shall within thirty(30) CO DOCS A 52730 v RED 14 • days of the date the dissolution of marriage or legal separation is final, provide written notice to the Association that a dissolution of marriage or legal separation has occurred. The written notice shall also contain an explanation of the provisions in the final separation agreement dealing with disposition of the Club Interest or Unit. Section 9.3 Bankruptcy. Any Member wner who voluntarily or involuntarily files for bankruptcy shall provide written notice to the Association of the bankruptcy in accordance with the rules of the Bankruptcy Court. Section 9.4 Enforcement. If an Member Owner fails to provide notice of any of the events for which notice is required by this Article, the Association shall assess a fine of fifty dollars ($50.00) for each Club Interest or Unit for which such information was not provided. Such fine, if not timely paid shall accrue default interest at the rate set forth from time to time in the Club Rules for nonpayment of assessments. The Association shall have the authority to waive the fifty dollars ($50.00) fine if in the Association's discretion the circumstances warrant the waiver. ARTICLE 10 MISCELLANEOUS Section 10.1 Additional Club Rules. Amendments. The Association reserves the right to promulgate from time to time such additional rules and regulations and/or to amend these • Club Rules as may be deemed necessary or desirable, in the Board's sole discretion, without the consent of the Association's members. Section 10.2 Authority; Enforcement. Pursuant to Paragraph 9.2 of the Declaration, the Association, acting through the Board, has delegated the power and duty to enforce these Club Rules to the Managing Agent; provided, however, that such delegation does not relieve the Association or the Board of any of its obligations under the Declaration, the Articles of Incorporation and Bylaws, or the Club Rules. All Members wners and Occupants are subject to and bound by the Association's delegation of its enforcement rights to the Managing Agent. Any duty or power specified to be exercised by the Association or the Board, or right reserved to the Association or the Board, in these Club Rules may therefore be exercised by the Managing Agent. The Association shall be entitled to recover and shall be awarded all monetary fees, fines, late charges, interest, expenses and reasonable attorneys' fees and disbursements, including legal assistants' fees, incurred in connection with the enforcement of these Club Rules. Section 10.3 Superseding Rules. These Club Rules supersede all prior Condominium Unit Or Club Unit rules and regulations in full and shall remain in force until superseded by revised C-it+Unit rules and regulations promulgated by the Association. • CO DOCS A 52730 v RED 15 • SCHEDULEI ROTATIONAL RESERVATION SYSTEM — FOUR BEDROOM CLUB INTERESTS For those uncommon weeks when demand for lodging may exceed supply, the Timbers Club has employed a Rotational Reservation System to ensure all Members have fair and equal access to each of the Club's four-bedroom residences. Rotating Reservation System Each Member will receive a Membership Number based on the order in which he or she purchased a Four Bedroom Club Interest. (For example, the first Four Bedroom Club Interest purchased is labeled#l, the second Four Bedroom Club Interest is labeled #2, ... and the last Four Bedroom Club Interest purchased is labeled #32.) If a Member wishes, he or she may choose a higher Membership Number than that which would otherwise be assigned in order to ensure a higher reservation priority in a specific, upcoming year. Each Membership Number will then be assigned to a Membership Group (A to D). Both the Membership Number and the corresponding Membership Group Letter are established upon purchase of a Four Bedroom Club Interest, and neither will change from year to year. However, until all Club Interests have been sold in each Club Category, the size of each group and number • of groups may fluctuate, but the usage described herein will not be affected. Priority booking of four-bedroom residences for week#1 (for both Winter and Summer Seasons in Year 1) will begin with the lowest Membership Number in Group "A", and will finish with the highest Membership Number in Group "D." Priority booking of four-bedroom residences for week #2 (for both Winter and Summer Seasons in Year 1)will be performed by reversing the order of that for week#1. In other words,priority will begin with the highest Membership Number in Group "D", and will finish with the lowest Membership Number in Group "A." Please refer to the top of the chart on the next page for the complete list of Membership Numbers and their corresponding Membership Group. Beginning with Year 2, and following with every subsequent year thereafter, the Membership Groups will be rotated one position. Therefore, in Year 2,priority will go to Membership Group "B" when booking week #1 and priority will go to Membership Group "C" when booking week #2. In Year 3,priority will go to the Membership Group "C" when booking week#1 and priority will go to Membership Group "B" when booking week#2 , and so on. In the same rotating manner as the Membership Groups above, each Membership Number within each Membership Group will also rotate one position on an annual basis. The following chart illustrates one full cycle of the Rotational Reservation System. • CC DOCS A 52730 v RED Schedule 1-1 • One Cycle - Rotational Reservation System Four Bedroom Club Residences Membersbip Number: 1-8 9-16 17-24 25-32 Group Letter: A B C D Order of Selection: 1 2 3 4 YEAR l 1st Week A B C D 2nd Week D C B A YEAR 1st Week B C D A 2nd Week C B A D YEAR 3 1st Week C D A B 2nd Week B A D C YEAR 4 1st Week D A B C 2nd Week A D C B • • CO DOCS A 52730 v RED Schedule 1-2 • SCHEDULE 2 ROTATIONAL RESERVATION SYSTEM —THREE BEDROOM CLUB INTERESTS For those uncommon weeks when demand for lodging may exceed supply, the Timbers Club has employed a Rotational Reservation System to ensure all Members have fair and equal access to each of the Club's three-bedroom residences. Rotating Reservation System Each Member will receive a Membership Number based on the order in which he or she purchased a Three Bedroom Club Interest. (For example, the first Three Bedroom Club Interest purchased is labeled#1, the second Three Bedroom Club Interest is labeled #2, ... and the last Three Bedroom Club Interest purchased is labeled #288.) If a Member wishes, he or she may choose a higher Membership Number than that which would otherwise be assigned in order to ensure a higher reservation priority in a specific, upcoming year. Each Membership Number will then be assigned to a Membership Group (A to H). Both the Membership Number and the corresponding Membership Group Letter are established upon purchase of a Three Bedroom Club Interest, and neither will change from year to year. However, until all Club Interests have been sold in each Club Category, the size of each group and number • of groups may fluctuate,but the usage described herein will not be affected. Priority booking of three-bedroom residences for week #1 (for both Winter and Summer Seasons in Year 1) will begin with the lowest Membership Number in Group "A", and will finish with the highest Membership Number in Group "H." Priority booking of three-bedroom residences for week #2 (for both Winter and Summer Seasons in Year 1)will be performed by reversing the order of that for week #I. In other words, priority will begin with the highest Membership Number in Group "H", and will finish with the lowest Membership Number in Group "A." Please refer to the top of the chart on the next page for the complete list of Membership Numbers and their corresponding Membership Group. Beginning with Year 2, and following with every subsequent year thereafter, the Membership Groups will be rotated one position. Therefore, in Year 2, priority will go to Membership Group "B"when booking week#1 and priority will go to Membership Group "G"when booking week #2. In Year 3, priority will go to the Membership Group "C"when booking week#1 and priority will go to Membership Group "F"when booking week #2 , and so on. In the same rotating manner as the Membership Groups above, each Membership Number within each Membership Group will also rotate one position on an annual basis. The following chart illustrates one full cycle of the Rotational Reservation System. is CD DOCS A 52730 v RED Schedule 2-1 • One Cycle - Timbers Club Rotational Reservation System Three Bedroom Club Residences Membership Number: 1-36 37-72 73-108 109-144 145-180 181-216 217-252 253-288 Group Letter: A B C D E F G H Order of Selectiou: l 2 3 4 5 6 7 8 YEAR 1 l st Week A B C D E F G H 2nd Week H G F E D C B A YEAR 2 1st Week B C D E F G H A 2nd Week G F E D C B A H YEAR 1st Week C D E F G H A B 2nd Week F E D C B A H G YEAR 1st Week D E F G H A B C 2nd Week E D C B A H G F AR 5 1st Week E F G H A B C D 2nd Week D C B A H G F E YEAR 1st Week F G H A B C D E 2nd Week C B A H G F E D YEAR 7 1st Week G H A B C D E F 2nd Week B A H G F E D C YEAR 8 1 st Week H A B C D E F G 2nd Week A H G F E D C B • CO DOCS A 52730 v RED Schedule 2-2 • THE TIMBERS CLUB PRECONSTRUCTION PURCHASE AND SALE AGREEMENT • (Three-Bedroom Club Unit) • • THE TIMBERS CLUB PRECONSTRUCTION PURCHASE AND SALE AGREEMENT ('Three-Bedroom Club Unit) TABLE OF CONTENTS 1. The Club Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. Description of the Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I A. The Proiect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 B. P�ject Leeal Documentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 C. The Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 D. Timbers Club . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3. Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 A. Earnest Monev . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 B. Reservation Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 C. Balanc e . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4. Construction of Club Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 A. Substantial Completion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 • B. Plans and Specifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 C. Inspection by Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 D. Control of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 5. Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 A. Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 B. Title Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 6. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7. Adjustments, Closing Costs and Working Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 8. Title Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 9. Risk of Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97 10. Damage to the Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 7 11. Default and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 12. Special Districts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 • 13. Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 CO DOCS A 41092 v RED i • A. Limited Warranty by Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 B. Appliance Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • . . . 9 C. Restrictions on Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 D. Magnuson-Moss Warranty Act Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . +02 E. Acknowledement. Survival of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 14. Disclaimers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 15. Representations,Warranties,Acknowledgments of Purchaser . . . . . . . . . . . . . . . . 10 A. Association Assessments and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 B. No Financing g ontingencv . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +4- 10 C. CCoo porations. Partnership and Associations, and Trusts . . . . . . . . . . . . . . . . . . . 11 (i) Corporation s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 (ii) Partnership or Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 (iii) Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 D. Parking: Social Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 E. Public Transportation. Public Parking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 F. Seller's Right to Make Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 G. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 H. Insulatio n . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 I. Notice Regarding Soils Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1312 • J. Building Codes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 K. Radon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 L. Seller's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 16. Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 17. Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 A. Joint and Several Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 B. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4413 C. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 D. Recordation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 E. Invalid Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 F. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5 L4 G. Prior Sal e . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5 L H. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 I. Attomeys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 18. Additional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 EXHIBIT A-Features List and Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 EXHIBIT B - Exceptions to Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1 EXHIBIT C - Soils Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0-1 • CO DOGS A 0092 v RED ii • THE TIMBERS CLUB PRECONSTRUCTION PURCHASE AND SALE AGREEMENT ('Three-Bedroom Club Unit) THIS AGREEMENT is made by and between the Timbers at Snowmass,LLC,a Colorado limited liability company, with offices at 25 Lower Woodbridge Road, Suite 102-B, Snowmass Village, Colorado 81615 ("Seller") and the following purchaser(s) ("Purchaser"): Name(s): Address: City: State: Zip Code: Residence Phone: ( 1 Business Phone: ( ) Fax: f 1 Purchaser agrees to purchase, and when executed by Seller, Seller agrees to sell a Club Interest in a Club Unit specified below in the Timbers Club in Snowmass Village, Colorado, (the "Project') on the following terms and conditions. Capitalized terms not defined in this Agreement are defined in the Condominium Declaration for the Timbers Club at Snowmass to be recorded in the office of • the Clerk and Recorder of Pitkin County, as subsequently amended (the"Declaration"). I. The Club Interest. This Agreement provides for the purchase and sale of a Club Interest consisting of an undivided interest in a three-bedroom Condominium Unit initially submitted to the Timbers Club, Pitkin County, Colorado ("Club Units") together with the exclusive right to possession and occupancy of a comparable Club Unit during the periods of time ("Club Weeks") reserved by the Club Members pursuant to the Reservation Procedures. The undivided percentage interest,as tenant-in-common,in the three-bedroom Club Units is a 1/8 interest of the present estate in fee simple in said three-bedroom Club Unit. Seller intends to construct the Project in phases and reserves the right, as Declarant, to submit up to thirty-six (36) three-bedroom and four (4) four-bedroom Condominium Units to the Timbers Club. The Club Units include an undivided interest in the Common Elements and an exclusive or non-exclusive right to use the Limited Common Elements associated with the Club Units, as set forth in the Declaration and the Map. Project features and a description of the personal property contained in the Club Units are set forth on Exhibit A attached hereto. 2. Description of the Project. A. The Project. The Project shall consist of thirty-six (36) three-bedroom condominium units, four (4) four-bedroom condominium units, a snowmelted plaza, an indoor parking structure, which will include approximately seventy (70) condominium • parking spaces as"Social Units," and related Common Elements. CO DOCS_A 0092 v RED • B. Project Legal Documentation. The Project will be subject to and governed by the Condominium Documents including the Declaration and the Map for the Project, to be recorded prior to Closing. By signing this Agreement,Purchaser acknowledges receipt of the following documents: (i) The Declaration,,-mimed (version (ii) The Articles of Incorporation and Bylaws of the Association; (iii) Club Unit Rules,Regulations and Reservation Procedures the"Club Rules" ; and (iv) Colorado Disclosure Statement. C. The Association. All Owners of Club Interests shall be members of the Timbers Club at Snowmass Owners Association,Inc.,a Colorado non-profit corporation(the "Association"),and are subject to and governed by Articles of Incorporation,Bylaws,Rules and Regulations of the Association in effect from time to time. D. Timbers Club. Up to thirty-six(36)three-bedroom Condominium Units and up to four (4) four-bedroom Condominium Units will be submitted to the Timbers Club • pursuant to Article 22 of the Declaration. Seller may also elect to sell the Condominium Units as whole interests. 3. Purchase Price. The purchase price for the Club Interest shall be $ (the "Purchase Price"), subject to adjustment in accordance with Paragraph 7 of this Agreement,payable as follows: A. Earnest Money. Upon Purchaser's execution of this Agreement, Purchaser shall pay to Seller ten percent(10%)of the Purchase Price,which is$ Upon receipt of a certificate from Seller's architect of the dry-in of the phase of Club Units related to this Agreement, Purchaser shall pay to Seller an additional ten percent (10%) of the Purchase Price. (Both payments are hereinafter collectively,the"Earnest Money"). For purposes of this Agreement, the term "dry-in"shall refer to the stage of construction when the roof and exterior walls can maintain a reasonably dry interior. To protect Purchaser's interest in the Earnest Money deposited with respect to the Club Interest, Seller has established an escrow agreement with Land Title Guarantee Company("Escrow Agent")and Seller shall deliver to Escrow Agent any Earnest Money received from Purchaser within one (1) business day of receipt. Escrow Agent shall place the Earnest Money in one or more insured,interest bearing accounts. References herein to the"Earnest Money"shall include all interest accrued thereon. The Escrow Agent will hold the Earnest Money until Closing. The escrow agreement does not permit Seller to use the Earnest Money prior to Closing. • CC DOGS A 41092 v RED 2 • B. Reservation Deposit. Purchaser may have previously deposited with Escrow Agent certain sums, in an interest bearing account,in connection with the reservation of an opportunity to purchase a Club Interest ("Reservation Deposit"). Provided Escrow Agent is the holder of Purchaser's Reservation Deposit, Purchaser may elect to apply the Reservation Deposit to the Earnest Money obligation by initialing in the space provided below: INITIAL C. Balance. Purchaser shall pay the balance of the Purchase Price, or $ , as adjusted under Paragraph 7 below, in cash or certified funds at the Closing unless Seller and Purchaser have otherwise agreed in an Addendum to this Agreement to enter into a financing arrangement in which case, the balance of the Purchase Price shall be paid pursuant to the terms of the Addendum. 4. Construction of Club Units. A. Substantial Completion. While Seller shall use reasonable efforts to substantially complete construction of the phase of Club Units related to this Agreement within ten (10) months from commencement of construction.Seller shall substantially • complete construction of the phase of Club Units related to this Agreement no later than twenty-four(24)months from the date on which Purchaser executes this Agreement. However,the date of Substantial Completion will be extended for any delays beyond Seller's control,including,but not limited to,delays caused by weather,inability to obtain materials, labor shortages, strikes, acts of God, moratoriums, governmental regulations, court orders and other conditions or events legally recognized in the State of Colorado as frustrating or rendering impossible performance of contracts. For purposes of this Agreement, "Substantial Completion"shall be defined as the date Seller has obtained either a temporary (conditional)or a permanent certificate of occupancy for the phase of Club Units related to this Agreement from an appropriate governmental authority. B. Plans and Specifications. The Club Units will be constructed by Seller in substantial conformance with plans and specifications prepared by Seller's architect, Stryker/Brown Architects, P.C. (the "Plans and Specifications"). The Plans and Specifications are available for review by Purchaser at Seller's office during normal business hours. Seller reserves the right,at its option,to substitute or change fixtures,equipment and materials with fixtures,equipment and materials of equal or better quality and to make other minor modifications to the Plans and Specifications as Seller determines if Seller's architect certifies that the quality of a Club Unit remains substantially unaffected or is improved by such substitutions and changes. Statements of approximate square footages of the Club Units, as well as of the Common Elements, may be made in the Plans and Specifications. Purchaser acknowledges,however,that square footage calculations may be made in a variety • of manners, and as long as the Club Units are constructed substantially in accordance with CO DOCS A 41092 v RED 3 • the Plans and Specifications,Purchaser will have no right to rescind this Agreement,nor will Purchaser be entitled to any claim for breach of this Agreement or adjustment of the Purchase Price, on account of alleged discrepancies in square footage calculations. PURCHASER HEREBY ACKNOWLEDGES THAT PURCHASER HAS REVIEWED AND ACCEPTED THE PLANS AND SPECIFICATIONS OR WAIVES THE RIGHT TO DO SO. C. Inspection by Purchaser. Upon reasonable advance request,Seller will allow Purchaser and Purchaser's authorized representatives to tour the construction site. Purchaser acknowledges that during construction of the Project, hazardous conditions and insurance and security requirements prevent Purchaser and Purchaser's representatives from entering the construction site unless accompanied by an authorized representative of Seller. Any such inspection shall be conducted in full compliance with rules and procedures established by Etkin Skanska Norris " "Pro ect Contractor") or imposed by law. Any tour ofthe construction site by Purchaser and Purchaser's representatives will be at their own risk. Purchaser and Purchaser's representatives waive all claims against Seller and its contractors,subcontractors,employees and agents and its employees and agents for personal injury or property damage caused by any person or thing during such a tour. Purchaser will indemnify, defend and hold harmless Seller and its contractors, subcontractors, employees and agents against any claims,demands,loss,damages,liability or other expense arising out of such tour. • D. Control of Construction. Purchaser acknowledges that control,direction and supervision of all construction personnel at the construction site lies exclusively with ro ect Contractor and Seller and that Purchaser may not issue any instructions to, or otherwise interfere with,construction personnel. Purchaser will not perform any work or contract with Seller's contractors or other builders, contractors, interior decorators, or others to perform work in or about the Club Units. Purchaser will indemnify,defend and hold harmless Seller, and its contractors,subcontractors,employees and agents against any claims,demands,loss, damages, liability, or other expense that they may incur by reason of Purchaser's breach of any provision of this Paragraph. E. Construction Limitation on Possession.Use and Occupancy. Upon use and occupancy of a Club Interest, portions or phases of the Project may remain uncompleted. Seller and its agents, contractors, and employees will have the right to enter on the Project as necessary to complete the Project and Purchaser acknowledges that construction activities may take place on the site after delivery of possession of the Club Interest. Seller and its agents, contractors and employees will take reasonable measures relative to the safety of Purchaser and Purchaser's lessees,guests and invitees. Purchaser acknowledges that use and occupancy of the Club Interest will constitute agreement that Purchaser, and Purchaser's family and invitees will remain outside of any fenced or posted construction areas and any other areas in which work is being performed pending completion of the Project and that • Purchaser will indemnify and hold harmless Seller and its agents,contractors and employees from and against any and all loss or liability on account of such entry by Purchaser or CO DOCS A 41092 v RED 4 • Purchaser's lessees,guests and invitees. The terms and covenants of this Paragraph 4E will survive the Closing. 5. Title. A. Commitment. Prior to Closing, and in no event later than ninety (90) days from execution of this Agreement, Seller shall deliver to Purchaser a preliminary title insurance commitment issued by a reputable title insurance company selected by Seller committing to insure marketable title to the Club Interest in Purchaser in the amount equal to the Purchase Price upon payment of the policy premium by Seller and the recording of a special warranty deed from Seller. The title to the Club Interest shall be subject to the following(the"Permitted Exceptions"):the standard printed exceptions appearing in the title commitment issued by the designated title insurance company; matters set forth in the Declaration and Map, including any covenants, conditions, restrictions, reservations. easements, rights-of-way, and other matters affecting title to the Project expressjv contemplated under the Declaration;other covenants,conditions,restrictions,reservations, easements and rights-of-way of record as of the date of this Agreement as set forth on Exhibit attached hereto and incorporated herein by reference;building,zoning and other applicable ordinances and regulations of Pitkin County and the Town of Snowmass Village.Colorado; any defect in or objection to title in the Project caused by Purchaser or anyone claiming by,through,or under Purchaser; any matters affecting title to the • Project that are waived or deemed waived by Purcbaser. B. Title Review. If Purchaser asserts the existence of any title exception other than the Permitted Exceptions which renders title to the Club Interest unmarketable, Purchaser shall give written notice of such exception to Seller within 7 calendar days after delivery of the title commitment. Otherwise, Purchaser shall be deemed to have accepted title as shown on the title commitment and to have waived all defects and exceptions to title. After the receipt of such notice, Seller, at its option and in its sole discretion, may attempt to remove or cure such exception(s)or to obtain an endorsement to the title insurance commitment providing protection against such exception(s),at Seller's expense, and Seller shall be entitled to an adjournment of the Closing Date(defined below) for a period of 30 days for such purposes,if Seller so elects. If Seller does not desire to or is unable to remove or cure such exceptions to title or obtain such title insurance protection before the date of Closing (as extended under this Paragraph), Purchaser shall elect any of the following actions,which shall be Purchaser's exclusive remedies in the event title to the Club Interest is unmarketable: (i) Waive such exceptions to title and proceed to Closing; (ii) Grant one or more additional periods oftime within which Seller may continue to attempt to cure, remove, or obtain title insurance protection against the exceptions; or • CO DOCS A 41092 v RED 5 • (iii) Terminate this Agreement, in which event Seller shall return the Earnest Money to Purchaser, and the parties shall be released from all further obligations under this Agreement. Purchaser expressly relinquishes and waives any and all other remedies,claims,demands and causes of action at law or in equity against Seller for failure to deliver marketable title. 6. Closing. A. Unless Purchaser and Seller otherwise agree,Closing shall be effected by mail and Purchaser need not be present. Escrow Agent or a Colorado licensed title insurance company selected by Seller shall act as closing agent(the"Closing Agent")and shall collect and disburse documents and payments necessary to effect the Closing. Closing shall occur after Substantial Completion of the Club Unit,determined pursuant to Subparagraph 4A, at a date,hour and place designated by Seller(the"Closing Date"). Seller,or Seller's Listing Broker, will give Purchaser written notice of the Closing Date at least fifteen (15) days in advance of the scheduled Closing Date. B. At the Closing, Purchaser, Seller and Closing Agent shall execute, acknowledge, and deliver to the Closing Agent the following, as applicable: • (a) A duly executed and acknowledged special warranty deed conveying the Club Interest to Purchaser, free and clear of all matters affecting title, except for the Permitted Exceptions. (b) An affidavit that evidences that Seller is exempt from the withholding requirements of Section 1445 of the Internal Revenue Code of 1986, as amended. (c) A Colorado Form DR-1083, in form required by law, concerning information with respect to a conveyance of a Colorado real property interest. (d) A real property transfer declaration, in form required by law, concerning the transfer of the Club Interest to Purchaser. (e) A Form 1099-B with the Internal Revenue Service,if applicable under Paragraph 6045(e)(2)of the Internal Revenue Code, as amended. (f) Copies of any and all consents,approvals,certificates,affidavits,and all other documents required under Paragraph 15C herein. (g) Cause the Association to provide such statements and affidavits as may be required by Purchaser and its lender(s) regarding the amount of unpaid assessments currently levied against the Club Interest,and such other information reasonably required to comply with the • provisions of the Colorado Common Interest Ownership Act. CO DOCS A 41092 v RED 6 • (h) Such agreements or statements concerning parties in possession of the Club Interest, Club Unit, or Project or claims for mechanic's liens as may be required by the designated title company in order to issue an extended Owner's title insurance policy. (i) Any and all conveyances, assignments and all other instruments and documents as may be reasonably necessary in order to complete the transaction herein provided and to carry out the intent and purposes of this Agreement. C. Immediately following the Closing Date, the special warranty deed will be delivered by Closing Agent for recording to the Clerk and Recorder of Pitkin County, Colorado. Any priority right assigned to Purchaser to make reservations for use and occupancy pursuant to the Club Interest in the first year of operations of the Timbers Club and any reservations so made are specifically contingent upon Purchaser closing on orbefore the Closing Date. Purchaser specifically acknowledges that Closing may occur prior to the first date for which a Club Member may make a reservation for use and occupancy pursuant to a Club Interest. If this Agreement is terminated, the Closing Agent shall deliver the Earnest Money to the party entitled thereto and any documents shall be returned to the party depositing them with the Closing Agent. 7. Adjustments, Closing Costs and Working Capital. At Closing, Purchaser shall pay all recording and documentary fees applicable to Closing and the transfer of title,the premium • for the lender's policy of title insurance, if any, and all other Closing costs, including special delivery or other charges imposed by the Closing Agent,except commissions to Seller's agents and the cost of the owner's policy of title insurance. In addition,Purchaser shall pay the Association or reimburse to Seller, if previously paid by Seller to the Association, any working capital assessment as provided in the Declaration. The payment to the working capital fund shall not be considered an advance payment of annual assessments. The following iterns shall be adjttsied as of the date of Giosing. A. Real property taxes and assessittents for the year of elosing, based upen the mast eun-em ft9sessinent and leyy, and id! assessments intposed on the Prc�eet or the Unit by any-99-P.Q.s."Me."fl. ifl. 91-4-dition to regular assessments, shall be apportioned to the date eFC-169ing. 1 piep rty taxes have not been assessed spee.fiettily to t4te E31ub UrAt in such Frier year, Sellej m! reasonably estimate the amount of sueh tax s"AH—A-91-H.-Ablee sten fine Club Unit,whielt estimate shall be apportioned to the date of Gesing and shall be considered a final settlernel , B-. Purchaser shall pay at the time of Closing any transfer assessment or tax imposed by any governmental, quasi-governmental or private entity, including, but not limited to, the real estate transfer assessment (anticipated to be one percent of the Purchase Price) imposed by the Town of Snowmass Village. 8. Title Insurance. Within sixty (60) days after the Closing Date, Seller shall at its • expense cause to be issued to Purchaser an extended ALTA owner's title insurance policy insuring CO DOCS A 41092 v RED 7 • Purchaser's fee simple title to the Club Interest subject to the lien of the deed of trust for a financed Club Interest, if any, and the Permitted Exceptions. 9. Risk of Loss. All risk of loss to the Club Unit shall be borne by Seller until the Closing Date; thereafter, all risk of loss shall be bome by Purchaser and other owners of Club Interests in the Club Unit. 10. Damage to the Project. If casualty by fire or otherwise occurring prior to Closing damages the Project or the Club Unit, Seller shall repair the damage and rebuild the Club Unit as soon as reasonably practicable and the Closing Date shall be delayed as necessary to allow the completion of such repair and rebuilding work. 11. Default and Termination. Time is of the essence in the performance of Seller's and Purchaser's obligations under this Agreement. If the date for any such performance falls on a Saturday,Sunday or banking holiday,the date of performance shall be extended to the next regular business weekday. If Purchaser fails to close or otherwise defaults in the performance of its obligations,except as otherwise expressly provided herein, Seller may elect either of the following remedies: (a) terminate this Agreement, in which event Seller shall be entitled to keep the Earnest Money, not as a penalty, but as liquidated damages; or (b) assert a claim against Purchaser for specific performance a it damages,or both. If Seller fails to perform its obligations,Purchaser may either: (y) terminate the Agreement, in which case Purchaser shall be entitled to a refund of the Earnest Money,, �-��t, or (z) seek specific performance of this Agreement or actual • damages:or both. 12. Special Districts. BASED ON THE CURRENT CERTIFICATE OF TAXES FROM THE PITKIN COUNTY TREASURER, THE PROJECT IS NOT CURRENTLY LOCATED IN SPECIAL TAXING DISTRICT(S). AS OF THE DATE OF THIS AGREEMENT, SELLER IS NOT IN DEFAULT IN THE PAYMENT OF ITS OBLIGATIONS TO ANY SUCH SPECIAL DISTRICTS. PURSUANT TO THE DECLARATION, PURCHASER IS RESPONSIBLE FOR PAYING TO THE ASSOCIATION PURCHASER'S SHARE OFANY SPECIAL DISTRICT FEES OR TAXES LEVIED AGAINST THE PROJECT. SELLER IS NOT AWARE THAT ANY SPECIAL DISTRICT HAS FILED A PETITION IN BANKRUPTCY OR DEFAULTED IN THE PAYMENT OF ANY OF ITS OBLIGATIONS. PURCHASER UNDERSTANDS THAT THE PROJECT MAY BE INCLUDED WITHIN SPECIAL TAXING DISTRICTS IN THE FUTURE. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. PURCHASERS SHOULD INVESTIGATE THE • DEBT FINANCING REQUIREMENT OF THE AUTHORIZED GENERAL OBLIGATION CO DOCS A 41092 v RED 8 • INDEBTEDNESS OFSUCH DISTRICTS,EXISTING MILLLEVIES OFSUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES. 13. Warranties. A. Limited Warranty by Seller. The following warranty (the "Limited Warranty") is the only warranty made by Seller regarding labor and materials used in the construction of the Club Unit, and the Limited Warranty shall not be effective until the Closing Date. The Limited Warranty is personal to Purchaser and may not be assigned by Purchaser upon the sale of the Club Interest. Seller warrants that all materials incorporated in and made a part of the structure of the Club Unit shall be new as of the date of installation and shall remain free from defect in workmanship or material for a period of one year from Substantial Completion . Seller represents that Seller will cause to be remedied, by repair or replacement, any structural defects in the Club Unit which appear within one year after the Substantial Completion and which result from faulty material or workmanship,provided that Purchaser gives Seller written notice of any such defect within 10 days after Purchaser's discovery of the defect. Any such notice shall be addressed to Seller at the address following Seller's signature below, or such other address for notice furnished to Purchaser in accordance with this Agreement. Purchaser's sole remedy(in lieu of all remedies implied by law or otherwise)against Seller in connection with such defects shall be to require Seller • to correct the defects in material or workmanship. B. Appliance Warranty. The Limited Warranty in Subparagraph A above does not extend or relate to any items of tangible personal property in the Club Unit (whether or not such property is attached to or installed in the Club Unit) including,without limitation, any range, oven, range hood and fan, trash compactor, garbage disposal, dishwasher and refrigerator (collectively, the "Appliances"). Seller will assign to the Association any unexpired warranties Seller has received from the manufacturers of such Appliances to the extent such warranties are assignable. Seller shall not be responsible for the performance of any such manufacturer under the manufacturer's warranties. With respect to the Appliances, whether or not warranted by manufacturers,all implied warranties are expressly disclaimed and do not apply,including,without limitation,the implied warranties ofinerchantability and fitness for a particular purpose, if created and recognized under Colorado law. C. Restrictions on Warranties. EXCEPT AS STATED IN SUBPARAGRAPH A ABOVE, SELLER MAKES NO WARRANTY OR REPRESENTATION OF ANY NATURE,EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,THOSE OF WORKMANLIKE CONSTRUCTION, HABITABILITY, DESIGN, CONDITION, OR QUALITY AS TO THE PROPERTY UNDERLYING THE PROJECT,THE CLUB UNIT, OR THE OTHER IMPROVEMENTS CONSTITUTING THE PROJECT,AND SELLER HEREBY EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATIONS OR WARRANTIES. SELLER SPECIFICALLY DISCLAIMS, AND PURCHASER • SPECIFICALLY RELEASES SELLER FROM,ANY LIABILITY FOR INCIDENTAL OR CO DOCS A 41092 v RED 9 • CONSEQUENTIAL DAMAGES TO ANY PERSON OR THE CLUB UNIT OR ANY OTHER REAL OR PERSONAL PROPERTY RESULTING FROM A DEFECT. WITH REGARD TO THE APPLIANCES AND ANY OTHER ITEMS OF TANGIBLE PERSONAL PROPERTY, SELLER DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. D. Magnuson-Moss Warranty Act Compliance. This Limited Warranty has been prepared to comply with the disclosure requirements of the federal Magnuson-Moss Warranty -Federal Trade Improvement Act(15 U.S.C. § 2301,as amended). With respect to any Appliances finally determined by a court to be within this Limited Warranty described above, all implied warranties are limited in duration to the period of the Limited Warranty. This includes,without limitation,the implied warranties of merchantability and fitness for a particular purpose if created or recognized in Colorado. Some states do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages so the above limitation may not apply to Purchaser. This Limited Warranty gives specific legal rights, and Purchaser may also have other rights which vary from state to state. E. Acknowledement• Survival of Covenants. Purchaser hereby acknowledges and accepts the foregoing disclaimers and agrees to waive any and all rights Purchaser may • have by virtue of the representations and warranties disclaimed. Except as otherwise provided in the Limited Warranty, Purchaser assumes the risk of damage occurring in the Unit after the Closing regardless of the cause. The provisions of this Paragraph shall survive Closing. 14. Disclaimers. Purchaser acknowledges that neither Seller nor any of its employees or agents have(i)made any representations regarding opening and/or closing dates of the Snowmass Village Ski Area in any given year,and Purchaser fully understands that the operator of the ski area may decide, in its sole discretion,whether or not any and/or all of the chairlifts with the Snowmass Village Ski Area may or may not be open to the public, (ii) made any representation of the conditions under which Purchaser may exchange use of a Club Interest for accommodations or facilities at another location or the period of time such accommodations or facilities may be available to Purchaser, (iii) represented or offered the Club Interest as an investment opportunity, for appreciation in value or as a means of obtaining income from the rental thereof, or(iv)made any representations as to rental or other income from any Club Interest or as to any other economic benefit, including possible federal or state tax advantages from the ownership of a Club Interest. SELLER HEREBY EXPRESSLY DISCLAIMS AND REPUDIATES ANY REPRESENTATION FROM ANY SOURCE AS TO ANY POSSIBLE ECONOMIC BENEFIT ARISING FROM OWNERSHIP OF A CLUB INTEREST IN THE PROJECT. 15. Representations,Warranties,Acknowledgments of Purchaser. • CO DOCS A 41092 v RED 10 • A. Association Assessments and Fees. Purchaser shall be required to pay the Club Assessment whether or not the Club Interest is used, and shall be responsible for the other fees and charges associated with the Club Interest or the use thereof, all as more fully set forth in the Declaration and the Articles of Incorporation, Bylaws and Club Rules and Regulations of the Association. Purchaser acknowledges that unpaid assessments, fees and charges shall become a lien on Purchaser's Club Interest. As of the Closing Date,there will be no unpaid assessments levied against the Club Interest. B. No Financing Contingency. Purchaser understands and agrees that this Agreement is not contingent upon Purchaser's obtaining financing for Closing, except as provided in an Addendum to this Agreement, if any. C. CCoo porations. Partnership and Associations. and Trusts. (i) Corporations. If Purchaser is a corporation, Purchaser shall deliver to Seller at or prior to Closing a copy of a resolution of Purchaser, duly adopted and certified by the secretary of Purchaser as required by the laws of the state of Purchaser's incorporation, authorizing the purchase of the Club Interest, together with all trade name affidavits and other documents required by Colorado law to enable Purchaser to hold title to the Club Interest. Purchaser represents that at Closing Purchaser will be in good standing and authorized,as necessary,to conduct • its business in Colorado. (ii) Partnership or Association. If Purchaser is a partnership, joint venture, limited liability company or other association, Purchaser shall deliver to Seller at or prior to Closing a copy of any approval required by Purchaser's organizational documents, certified by the appropriate representative of Purchaser, together with all registration forms, trade name affidavits, and other documents required to be filed in the office of the Colorado Secretary of State, the Colorado Department of Revenue,the Pitkin County Clerk and Recorder,or otherwise required under Colorado law to enable Purchaser to hold title to the Club Interest. Purchaser represents and warrants that at Closing Purchaser will be in good standing and authorized, as necessary, to conduct its business in Colorado. (iii) Trusts. If Purchaser is a trust,Purchaser shall deliver to Seller at or prior to Closing, a copy of the Trust Agreement, certified by the appropriate representative of Purchaser,together with an Affidavit of Joint Venturer or Trustees, as required by Colorado law, or, if the Trust is irrevocable, a Trust Registration Statement filed with the District Court in the appropriate county of Colorado, and any other documents required to be filed or otherwise required under Colorado law or by the Title Company to enable Purchaser to hold title to the Club Interest in a Trust. • CO DOCS A 41092 v RED I 1 • D. Parking:Social Use. The Association will allocate at least two parking spaces in the Common Elements to each Club Unit. Seller has agreed to make one additional parking space available to each three-bedroom Club Unit on a two-year trial basis (commencing after Substantial Completion),after which time such additional parking spaces may be converted to permanent use by the Association depending on the results of a parking demand study conducted at the request of the Town of Snowmass Village. A portion of the parking areas at the Project, separate from the Common Elements, will be declared as condominium parking spaces and may be sold or leased as Social Units to third parties,with appurtenant rights to use specified Project amenities. Certain inconveniences, additional expenses and other consequences may result from such commercial parking activities including, but not limited to, noises, odors, increased traffic around and in the Project. To the extent feasible, the increased costs associated with such commercial parking activities will be borne solely by the owners and lessees of the Social Units. E. Public Transportation:Public Parking. Several forms ofpublic transportation are available to residents of Snowmass Village, including RFTA (Roaring Fork Transit Agency) and the Town of Snowmass Village shuttle system. Purchaser acknowledges that a resident parking permit for public parking lots owned by the Town of Snowmass Village will not be available to an owner of a Club Interest. F. Seller's Right to Make Changes. Seller reserves the right to amend the • Condominium Documents, including the Declaration, the Articles of Incorporation and Bylaws of the Association and the Reservation Preeedate QMb Rules at anytime or from time to time prior to the Closing as Seller may deem necessary to make any necessary corrections or to meet the requirements of applicable laws,governmental regulations,lending institutions and marketing programs,and as long as such amendments do not materially and adversely affect the Club Interest. G. Entire Agreement. Purchaser represents that it has read and understands this Agreement and the exhibits hereto in their entirety. This Agreement constitutes the entire Agreement between Purchaser and Seller relating to Purchaser's purchase of the Club Interest. Purchaser acknowledges that except as expressly set forth herein, no other agreements,promises or warranties have been made by Seller or its salespersons or agents with respect to the transaction contemplated herein. No amendment to this Agreement shall be effective unless made in writing and signed by the parties hereto. H. Insulation. Seller and Purchaser hereby acknowledge pursuant to Paragraph 460.16 of the Federal Trade Commission Regulations regarding labeling and advertising of home insulation, that the types, thicknesses and R-Values of insulation anticipated to be installed in the Club Unit are: • CO DOCS A 41092 v RED 12 • Type of Location Insulation Thickness R Value Exterior walls Batt 5 '/2 inches R-19 Ceiling/Roof Batt 12 inches R-38 Crawlspaces Batt 12 inches R-38 The "R-Value" indicates the resistance of insulation to heat flow. The higher the R-Value, the greater the insulating power. Seller has not made its own independent determination of the R-Value data provided to Seller by the insulation manufacturer. I. Notice Reizarding Soils Conditions. Seller obtained a soils analysis and site recommendation report(the"Soils Report")on the Project site from CTL/Thompson, Inc., a licensed geo-technical engineering firm, a summary of which is attached hereto as Exhibit . The Project has been designed and constructed pursuant to the recommendations in the Soils Report. A copy of the complete Soils Report is on file and available for inspection at reasonable times at Seller's office. J. Building Codes. Spaces such as attics, chase ways, or plenums constructed within the building or within an individual Club Unit are restricted from any alternative use • by building and fire, life safety codes, and the Condominium Documents. These areas are not available for any Owner's access, improvement, or use. K. Radon. The U.S. Environmental Protection Agency (EPA) has expressed concern about the potential health threat faced by persons exposed to above-average levels of radon in their home. Purchaser acknowledges that radon gas contamination is a naturally occurring threat throughout the Rocky Mountain region and that such potential contamination can be mitigated through modifications to the home. Purchaser acknowledges that by executing this Agreement, Purchaser assumes all risk for any such potential radon contamination. Purchaser acknowledges that Purchaser does not rely on any representation or duties to disclose on the part of Seller with respect to whether the Property does or does not contain radon contamination. L. Seller's Disclaimer. Upon Substantial Completion of the Project and sale of all of the Club Interests, Seller will have no continuing role in the success or failure of the Project or the Association. 16. Brokers. Each party represents to the other that no real estate broker other than the Listing Broker and the Cooperating Broker identified on the signature page hereof, has any claim for compensation or expenses as a result of this transaction,and each party shall indemnify the other against any claims for commissions or other compensation by any other broker or finder with whom • the indemnifying party has dealt. Commissions payable to Listine Broker and the CooperaaU Broker as a result of this Agreement shall be payable by Seller on and subiect to the terms and CO DOCS A 0092 v RED 13 • conditions of a separate written agreement between Seller and Seller's Listing Broker. The Cooperating Broker is not an agent of Seller or subagent of Listing Broker and Purchaser acknowledges that Purchaser's relationship with the Listing Broker and the Cooperating Broker (which may include Buyer Agency or Transaction-Broker) has been previously disclosed to Purchaser in a notice from the brokers to Purchaser. 17. Miscellaneous Provisions. A. Joint and Several Liability. If two or more persons are named in this Agreement as Purchaser, their obligations under this Agreement shall be joint and several, and title shall be conveyed to all Purchasers as joint tenants with rights of survivorship unless otherwise requested. In this Agreement the singular shall include the plural and references to one gender shall include the other gender and the neuter, as the context shall require. B. Govemina Law. This Agreement is entered into in the State of Colorado and in all respects shall be interpreted, enforced and governed by the laws of Colorado. In the event of litigation between the parties hereto, the parties agree that venue shall lie in Colorado. C. Assignment. This Agreement is personal to Purchaser, and Purchaser may not assign this Agreement without the prior written consent of Seller,which consent may be • granted or denied in Seller's sole discretion. The foregoing notwithstanding,Seller shall not unreasonably withhold its consent if the proposed assignment is to a person related to Purchaser or to an entity in which Purchaser has a significant economic interest. Any purported assignment of this Agreement without Seller's written consent shall be voidable and shall place Purchaser in default under Paragraph 11, at the option of Seller. Seller's refusal to consent to an assignment ofthis Agreement shall not entitle Purchaser to terminate this Agreement or give Purchaser any rights or claims for damages against Seller. Seller may assign its interest under this Agreement without Purchaser's consent so long as the assignee assumes Seller's obligations hereunder. If any assignment by Seller (or its successors or assigns)shall be for the purpose of securing a lender to Seller(or its successors or assigns), Purchaser's rights under this Agreement shall, at the option of such lender, be subject and subordinate to the rights of such lender. In the event of a conflict between this Subparagraph and any other provision of this Agreement, this Subparagraph shall prevail. Subject to the foregoing,this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. D. Recordation. Purchaser shall not record this Agreement. IfPurchaser records this Agreement, at the option of Seller it shall become null and void and the Earnest Money shall be retained by Seller. If recorded in violation hereof,this Agreement shall in no way be construed as imposing or constituting a cloud upon the title to the Project, Club Unit or Club Interest or affecting any sale of conveyance thereafter. If Purchaser records this Agreement,Seller may demand that Purchaser promptly execute and have recorded a notice • which voids this Agreement. Recordation of such notice of the voiding of this Agreement CO DOCS A 41092 v RED 14 • shall constitute a quit claim deed,waiver,and release from Purchaser to Seller of any and all right,title,claim,and interest Purchaser may have had or has in and to the Club Unit or Club Interest described herein. E. Invalid Terms. If any term, condition or provision of this Agreement is declared illegal or invalid for any reason by a court of competent jurisdiction,the remaining terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect. F. Waiver. Any waiver by Seller of any term, condition or provision of this Agreement shall not be construed as a waiver of any other or subsequent terms, conditions or provisions of this Agreement. G. PriorSale. This Agreement is subject to the prior sale of the Club Interest and shall not be binding on Seller until signed by an authorized representative on behalf of Seller. H. Notices. All notices,demands or other communications required or permitted to be given hereunder shall be in writing and any and all such items shall be deemed to have been duly delivered upon personal delivery; upon actual receipt, in the case of notices forwarded by certified mail, return receipt requested,postage prepaid,or as of 12:00 Noon on the immediately following business day after deposit with Federal Express or a similar • overnight courier service, or as of the third business hour(a business hour being one of the hours from 8:00 a.m. to 5:00 p.m. on business days) after transmitting by telecopier to the addresses set forth on the first page of this Agreement. Either party may change the address to which future notices shall be sent by notice given in accordance with this Subparagraph. An agent of Seller or the Seller's Listing Broker may send notices at the direction of and in place of Seller. If there is more than one Purchaser, Seller shall be required to give notice to only one of those parties. Purchaser shall designate the party to receive notice, and if no one party is designated, Seller shall be deemed to have given adequate notice with notice given in accordance with this Subparagraph to any one of the parties comprising Purchaser. I. Attorneys' Fees. Should any action be brought to enforce or interpret this Agreement,the prevailing party in such action shall be awarded and entitled to receive from the defaulting party all reasonable costs and expenses, including reasonable attorneys' fees (and reasonable fees of legal assistants),incurred by the prevailing party in such action. For the purposes of this Subparagraph, the term "prevailing party" shall include a party who withdraws a claim in consideration for payment allegedly due or performance allegedly owed or other consideration in substantial satisfaction of the claim withdrawn. 18. Additional Provisions. This Agreement includes all documents referred to herein and all addenda attached hereto, if any, all of which are incorporated herein by this reference. • ❑ Addenda attached. CO DOCS A 41092 v RED 15 • RIGHT OF RESCISSION IN ACCORDANCE WITH C.R.S.§12-61-405(1)(i),PURCHASERHAS THE RIGHT TO RESCIND AND CANCEL THIS AGREEMENT WITH OR WITHOUT CAUSE AND AT PURCHASER'S SOLE OPTION BY GIVING WRITTEN NOTICE BY TELEGRAM,MAIL OR HAND DELIVERY TO SELLER OF PURCHASER'S EXERCISE OF SUCH RIGHT OF RESCISSION AT ANY TIME WITHIN FIVE CALENDAR DAYS FOLLOWING THE DATE OF SIGNING OF THIS AGREEMENT BY BOTH PARTIES. SUCH REQUEST SHALL BE CONSIDERED MADE IF BY MAIL WHEN POSTMARKED, IF BY TELEGRAM WHEN FILED FOR TELEGRAPHIC TRANSMISSION AND IF BY HAND DELIVERY,WHEN DELIVERED TO SELLER'S PLACE OF BUSINESS. IN THE EVENT PURCHASER SO RESCINDS, ALL SUMS DEPOSITED WITH SELLER SHALL BE RETURNED TO PURCHASER. WITHIN SEVEN DAYS AFTER SELLER RECEIVES PURCHASER'S WRITTEN NOTICE OF RESCISSION,AND THIS AGREEMENT SHALL BE NULL AND VOID AND THE PARTIES HERETO SHALL BE RELEASED FROM ANY FURTHER PERFORMANCE HEREUNDER. THE RIGHT OF RESCISSION CANNOT BE WAIVED. PURCHASER: SELLER: The Timbers at Snowmass, LLC, • a Colorado limited liability company Signature By: Norris/Burden Group, Inc., a Signature Colorado corporation, its manager By: Authorized Representative Date Signed: Date Signed: • CO DOCS A 41092 v RED 16 • COOPERATING BROKER (IF ANY): SELLER'S LISTING BROKER: Name: Wildcat Land Company, a Colorado corporation By: By: Title Date Signed: Address: Phone: ( 1 • • CO DOCS A 41092 v RED 17 • EXHIBIT A The Timbers Club Features List and Personal Property Designed by Stryker/Brown Architects,P.C., Aspen, Colorado Interiors by J. Banks Design Group, Hilton Head, South Carolina The Timbers Club Features • Direct ski-in and ski-out access to the Snowmass Village Ski Area, subject to Ski Area operations • On-site attended ski storage in the clubhouse • Clubhouse with lounge and bar area • Locker rooms • Health and fitness area with • Concierge mea for piftming and reservations E-oneierge ski service to deliver s4tis to slope sid-e • Landscaped grounds and plaza • Van service to Pitkin County Airport, Aspen, within Snowmass Village, and other reasonable destinations desired by Owner • 6nt-doe r utdoor heated swimming pool with whirlpool/spas • Hot tub at the main Club facility; and in one major Club building, --,mod one eaeb tewrihemetinif Three-Bedroom Unit Features • 2,000 square feet (approximate) • Elevator access from parking garage • Two bedrooms • Three full bathrooms, including bath, separate shower and double vanities • One powder room and laundry closet with stacking washer and dryer • Gas fireplace • All furniture, utensils, glassware, flatware, and linens • Furnished exterior balcony or patio • Fully equipped kitchen,including sink,range,oven,dishwasher,disposal,refrigerator/freezer • Parking in the underground parking structure • Two Owner's movable soft-storage compartments delivered to the Club Unit during • Owner's occupancy CO DOCS A 41092 v RED A-I • EXHIBIT B Permitted Exceptions 1. Any and all unpaid real nronerty taxes and assessments the year of closing and subsequent years. 2. Right of the proprietor of a vein or lode to extract or remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted as reserved in United States Patent recorded in Book 55 at Page 480,Book 55 at Page 146 and Book 55 at Page 93. 3. Right of the proprietor of a vein or lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted and right of way for ditches or canals constructed by the authority of the United States as reserved in United States Patent recorded in Book 55 at page 59. 4. Easements and rights of way as granted in instrument recorded in Book 231 at Page 353. 5. Terms, conditions and obligations of Agreement recorded in Book 231 at Page 374, as it affects the subject property. • 6. Easement 10 feet in width as granted to the Mountain States Telephone and Telegraph Company recorded in Book 228 at Page 383. 7. Agreements, easements and rights of way for 30 foot road and utility purposes as set forth in Easement Agreement between Benedict Land and Cattle Company and Snowmass American Company, and Easement and right of way 20 feet in width for skiing purposes as set forth in Easements Agreement between Benedict Land and Cattle Company and Snowmass American Company, recorded April 7, 1971 in Book 254 at Page 550 and amendment thereto recorded June 24, 1980 in Book 390 at Page 532,as amended by Second Amendment to 1971 Easements Agreement recorded March 3, 1988 in Book 558 at Page 412. 8. Underground right of way easement as granted to Holy Cross Electric Association,Inc., in instrument recorded December 10, 1975 in Book 306 at Page 532. 9. Easements,rights of way and other matters as disclosed on the Faraway Ranch S.P.A.Final Land Use Plan, recorded in Plat Book 17 at Page 4 and of the Faraway Ranch Subdivision Gross parcel Plat recorded in Plat Book 17 at Page 5. 10. Terms, conditions,provisions of Easement Agreement by and between Benedict Land and Cattle Company, a Colorado Corporation and Aspen Skiing Company, a Colorado general • partnership,recorded October 1, 1984 in Book 474 at Page 230. CO DOCS A 41092 v RED B-I • 11. Terms,conditions,provisions, obligations and all matters as set forth in Ordinance No. 22, Series of 1984 by Town of Snowmass Village recorded March 18, 1985 in Book 483 at Page 21. 12. Terms,conditions and provisions of Easement Agreement as set forth in instrument recorded May 28, 1986 in Book 511 at Page 673. 13. Terms,conditions and provisions of Ordinance No.22(Series of 1984),recorded March 18, 1985 in Book 483 at Page 21; and/or Resolution No. 34 (Series of 1988) recorded September 2, 1988 in Book 572 at Page 558. 14. Terms, conditions, provisions and obligations as contained in Declaration of Height Restrictions between Fredric A. Benedict, Fabienne Benedict and Town Ridge, Inc., a Colorado Corporation, recorded December 29, 1983 in Book 458 at Page 113. 15. Terms and conditions of Declaration of Covenant recorded May 2, 1991 in Book 645 at Page 485. 16. Easement and right of way for culvert purposes as set forth in Cut and Fill Culvert Easement Agreement recorded September 9, 1996 as Reception No. 396815. • 17. Encroachments and all matters as disclosed by Survey of Schmueser Gordon Meyer, Inc., dated April 16, 1998 as Job No. 98031. 1$. Easements,conditions,restrictions,rights-of-way and other matters as disclosed on the Plat of the Timbers Planned Unit Development to be recorded in the office of the Clerk and Recorder of Pitkin County, Colorado. 19. Terms,conditions and provisions of Resolution No.6(Series of 2000)to be recorded in the office of the Clerk and Recorder of Pitkin County, Colorado. • CO DOCS A 41092 v RED B-2 • EXHIBIT C Summary Soil Report Subject: Summary Soils Report Timbers At Snowmass Village Snowmass Village, Colorado Job No. GS-2616 Proposed Construction: Site development will include construction of a large parking structure with multi-story buildings on the upper deck. Several multi-story buildings detached from the garage structure are also planned. Reference: This is a brief summary of geotechnical information and recommendations presented in our • report dated March 26, 1999, (our Job No. GS-2616) for development of the subject property. Subsurface Conditions: Subsurface conditions found in exploratory borings in the area to be developed consisted of man placed fill, sandy to silty clays with gravels and cobbles and silty to clayey gravel with boulder and cobble,weathered claystone and claystone bedrock. Ground water was near the ground surface over much of the site during spring snowmelt. The man placed fill was not a controlled fill and is not acceptable to bear new construction. The clays are generally slightly compressive to slightly expansive. Native gravels are generally stable from a potential volume change perspective. Foundation Recommendations: Buildings can be founded with footings on the native gravels or on structural fill built with the native granular soils or a mixture of the native gravels and clays. Floor Slabs: Floor slabs can bear on the native gravels or on structural fill built with the native granular soils or a mixture of the native gravels and clays. • CO DOCS A 41092 v RED C-1 • Hillside Retainage The existing hillside must be mechanically retained with a soil/rock anchored wall. The wall should be designed to increase existing hillside stability and allow planned excavations for construction. Underdrain Systems: The new construction must be protected from adverse affects ofground water with temporary construction and permanent dewatering systems. Dewatering systems will need to include drains below floors, adjacent to walls and as part of retaining walls. Surface Drainage: The area around the building should drain surface water away from the building. • • CO DOCS A 0092 v RED C-2 • SELLER FINANCING ADDENDUM U.S. and Canadian Borrowers Upon execution by Seller and Purchaser, this Seller Financing Addendum replaces the provisions of Paragraph 3:.B2L of the Agreement, and the balance of the Purchase Price due at Closing will be paid as set forth herein. Purchaser will pay $ of the Purchase Price, as adjusted to under Paragraph 7 of the Agreement,in cash or certified funds at Closing. Purchaser will pay the balance of the Purchase Price,$ ,by executing a promissory note("Note")to the order of Seller in such amount and containing such other terms and conditions as are required by Seller. Seller has obtained a commitment for permanent financing for the Club Interests from Textron Financial Corporation ("TFC"). The available interest rate and terms are set forth below and are calculated based upon Base Rates established not more than 60 days in advance of Closing. Please specify your request for a permanent financing package by initialing below. Adiustable Rate Mortgage Maximum Term: 240 months • Maximum Loan to Value: 80% Base Rate: The five (5) year Treasury Bill rate published by The Wall Street Journal reset each fifth year anniversary of the Commencement Date of the Note TFC Spread: +3.75% Interest Rate Floor: 9.00% Origination Fee 1.5% Purchaser's Initials: The Note will be secured by a first deed of trust on the Club Interest("Deed of Trust"). This Agreement is conditional upon Seller's approval ofPurchaser's financial ability and creditworthiness which approval will be at Seller's sole and absolute discretion. Purchaser will supply to Seller within days of the date of this Agreement, at Purchaser's expense, information and documents concerning Purchaser's financial, employment, and credit condition including, but not limited to, a completed loan application, tax returns for 2 prior years, and an employment verification. Purchaser consents that Seller may verify Purchaser's financial ability and creditworthiness. Any such information and documents received by Seller will be held by Seller in • confidence and not released to others except to protect Seller's interest in this transaction. Seller CO DOCS A 41092 v RED A-I • may request an update of such information_days prior to the Closing Date. If Seller does not provide written notice of Seller's disapproval to Purchaser within 30 days after receipt of the required information and documentation, then Seller waives this condition. If Seller does provide written notice of disapproval to a Purchaser on or before said date, this Agreement will terminate effective upon such notice. At such time, Seller will return the Earnest Money to Purchaser, and neither party will have any further liability under this Agreement. If credit is approved,all financing documents will be in the form specified by Seller and will be executed by Purchaser at Closing. Purchaser will pay any applicable loan closing costs and recording fees for the Deed of Trust and will pay the premium for a standard ALTA lender's policy of title insurance in the amount of the Note insuring the first lien priority of the Deed of Trust. PURCHASER: SELLER: The Timbers at Snowmass, LLC, a Colorado limited liability company Signature By: Norris/Burden Group, Inc., a Signature Colorado corporation, its manager • By: Authorized Representative Date Signed: Date Signed: • CO DOCS A 41092 v RED A-2 • SELLER FINANCING ADDENDUM Non-U.S. and Canadian Borrowers Upon execution by Seller and Purchaser, this Seller Financing Addendum replaces the provisions of Paragraph 4.13 arm 3 of the Agreement and the balance of the Purchase Price due at Closing shall be paid as set forth herein. B. Additional Cash. Purchaser shall pay$ of the Purchase Price, , in cash or certified funds at Closing. C. Balance. Purchaser shall pay the balance of the Purchase Price, as adiusted pursuant to Paragraph 7 of the Agreement,or$ by executing a promissory note (the"Note") to the order of Seller in such amount and containing such other terms and conditions as are required by Seller. Seller has obtained a commitment for permanent financing for the Club Interests from Textron Financial Corporation ("TFC"). The available options for interest rate and term are set forth below and are calculated based upon Base Rates established not more than sixty (60)days in advance of Closing. Please specify your choice of a permanent financing package by initialing your selection below. Term: 120 [240) Mos. • Maximum Loan to 80% [75%) Value: Base Rate: (defined) TFC Spread: Interest Rate Floor: Origination Fee Purchaser Initials: The Promissory Note shall be secured by a first deed of trust on the Club Interest("Deed of Trust"). This Agreement is conditional upon Seller's approval of Purchaser's financial ability and creditworthiness which approval shall be at Seller's sole and absolute discretion. Purchaser shall supply to Seller within days of the date of this Agreement, at Purchaser's expense, information and documents concerning Purchaser's financial, employment, and credit condition including but not limited to a completed loan application, tax returns for 2 prior years, and an employment verification. Purchaser consents that Seller may verify Purchaser's financial ability and creditworthiness. Any such information and documents received by Seller shall be held by Seller in confidence and not released to others except to protect Seller's interest in this transaction. Seller may request an update of such information —days prior to the Closing Date. If Seller does not • provide written notice of Seller's disapproval to Purchaser within 30 days after receipt of the CO DOCS A M92 v RED A-I • required information and documentation,then Seller waives this condition. If Seller does provide written notice of disapproval to a Purchaser on or before said date,this Agreement shall terminate effective upon such notice and Seller shall return the Earnest Money to Purchaser and neither party shall have any further liability under this Agreement. If credit is approved, all financing documents shall be in the form specified by Seller and shall be executed by Purchaser at Closing. Purchaser shall pay any applicable loan closing costs and recording fees for the Deed of Trust and shall pay the premium for a standard ALTA lender's policy of title insurance in the amount of the Note insuring the first lien priority of the Deed of Trust. PURCHASER: SELLER: The Timbers at Snowmass, LLC, a Colorado limited liability company Signature By: Norris/Burden Group, Inc., a Signature Colorado corporation, its manager By: • Authorized Representative Date Signed: Date Signed: • CO DOCS A 41092 v RED A-2 DISCLOSURE STATEMENT • FOR THE TIMBERS CLUB AT SNOWMASS THE STATE OF COLORADO HAS NOT PREPARED OR ISSUED THIS DOCUMENT NOR HAS IT PASSED ON THE MERITS OF THE SUBDIVISION DESCRIBED HEREIN. This disclosure contains important matters to be considered in acquiring a Club Interest in The Timbers Club at Snowmass. The statements contained herein are only summary in nature. A purchaser should refer to all references, documents and exhibits hereto, and contract sales materials for complete information. In connection with that certain Preconstruction Purchase Agreement For The Timbers Club at Snowmass(the"Purchase Agreement"), ,the"Purchaser," acknowledges that the following information has been disclosed to him as required by the Colorado Real Estate Commission. Capitalized terms used below without further definition shall have the meanings given to them in the Purchase Agreement or in the Condominium Declaration for The Timbers Club at Snowmass to be recorded in the real property records of Pitkin County, Colorado (the "Declaration"). 1. Developer. The name and address of the Developer (hereinafter "Seller") is the • Timbers Club at Snowmass, LLC, a Colorado limited liability company, 25 Lower Woodbridge Road, Suite 102-B, Snowmass Village, CO 81615. 2. Location of Club. The Timbers Club at Snowmass is located south of Brush Creek Road in Snowmass Village. The Timbers Club at Snowmass(the"Project")is currently envisioned to consist ofd 110 condominium units,including 36 three-bedroom units,4 four-bedroom units, and 70 parking space units for social members to the Timbers Club, with the Developer reserving development rights for a maximum of 125 units. Initial plans call for constructing 18 three-bedroom units, 2 four-bedroom units and 36 unrestricted parking space units. 3. Amenitie s. Club amenities will include a reception lobby,concierge area and service, members' lounge, valet ski storage, direct ski-in and ski-out access to the Snowmass Ski Area (subject to ski area operations), a health and fitness area with massage room, sieani reent , heated outdoor swimming pool with whirlpool/spas, and van service to Pitkin County Airport,Aspen, and within Snowmass Village. The ownership of a Club Interest includes general common ownership and the right to use these amenities. The projected completion date of all amenities is September, 2001. Several forms of public transportation, including the Roaring Fork Transit Agency and the complimentary Snowmass Village shuttle system, are available for public and members' use. 4. Special Districts. To Seller's knowledge, there are tie, special districts existing or proposed to which the Purchaser may be subject other titan as disclosed in the Purchase Agreement. To Seller's knowledge,no special district has defaulted on any obligation or has filed for bankruptcy • CO DOCS_A 37198 v RED • and no such actions are pending. Seller is not in default on any obligation or payment to any special district. Seller is responsible for paying any special district fees and taxes prior to closing. 5. No Judgments. There are no judgments nor administrative orders issued against Seller, the Association or the managing entity which are material to the Timbers Club. 6. Licensed Brokers. All sales within Colorado shall be made by brokers and salespersons licensed by the State of Colorado unless specifically exempted pursuant to C.R.S. § 12-61-101(4). The Cooperating Broker, if any, identified on the signature page of the Purchase Agreement is not an agent of Seller or subagent of Seller's Broker and Purchaser acknowledges that Purchaser's relationship with Seller's Broker and Cooperating Broker (which may include Buyer Agency or Transaction-Broker) has been previously disclosed to Purchaser in a notice from each broker to Purchaser. 7. Access and Utilities. Legal access to the Timbers Club shall be available by public streets and by private roads within the Club to be maintained by the Association. Water and sanitary sewer, gas, electricity, telephone and cable will be completed and available at the Timbers Club as required by the Purchase Agreement. These services are not separately metered for each Club Unit. The cost of these services is an overall expense of The Timbers Club at Snowmass Owners Association(the"Association") and each Purchaser pays a portion of the cost as part of the annual fee. The Timbers Club has a central heating system for all Club Units, which will be new. • 8. Common Interest Community. The Timbers Club at Snowmass is a common interest community pursuant to Article 33.3, Title 38, Colorado Revised Statutes. 9. Fees. Annual Association fees which will be the responsibility of the Purchaser are estimated to be $8,595 for a three-bedroom Club Interest, and $11,447 for a four-bedroom Club Interest, estimated as of July, 1999. Seller in every contract for sale shall provide to the Purchaser the written statement of assessments pursuant to C.R.S. §38-33.3-316(8). These fees pay for the management and operation of all Club facilities and amenities which management and operation are the responsibility of the Association. Fees charged to Owners for non-assessed items,such as long distance telephone charges,postal charges, and housekeeping services for individual units, will be based on the actual cost of services provided (plus a 25% administrative charge for housekeeping services). The Seller is responsible for paying fees on Club Interests it owns. Purchaser's assessments and fees may be changed or increased if the cost of upkeep of the Timber Club increases or if an Owner of a Club Interest fails to pay assessments and fees. 10. Budget. A copy of the Association's projected budget for 2001/2002 is attached to this Disclosure Statement. There are no services provided or expenses paid by Seller that are not reflected in the budget and which may subsequently become common expenses. There are no additional fees or charges for use of the amenities. Each Owner becomes a member of the Association and may participate in decisions of the Association as provided in the Declaration. Section 22.8 of the Declaration provides for an assessment of Club Interests to fund an operating • budget for repair and replacement of furniture, fixtures, appliances, carpeting and utensils. There CO DOCS A 37198 v RED 2 ,• are no current outstanding obligations in favor of or against such funds. The Seller has no right to borrow or to authorize borrowing from such funds. Annual financial statements are prepared for the Association and made available to the owners. In any transfer of the Seller's interest as the Declarant to any third person, the third person shall assume the obligations of the Seller as Declarant. 11. Control of Association. At this time,the Seller has voting control of the Association. There is a period of Seller's control of the Association during which Seller (also known as the Declarant)or persons designated by the Declarant,may appoint or remove the officers or members of the Board of Managers of the Association. The period of Declarant's control shall commence upon filing of the Articles of Incorporation of the Association and shall terminate no later than the first to occur of(a)60 days after conveyance of 75%of the Units that may be created to owners other than Declarant, (b) two years after Declarant's last conveyance of a Unit in the ordinary course of business, or(c) two years after any right to add new Units was last exercised. The Declarant may voluntarily surrender the right to appoint and remove officers and members of the Board of Managers before termination of that period. Seller shall not have any financial interest nor will it potentially derive any income or profit from the Association. The Seller does not have a right to borrow or authorize borrowing from the Association. The Board of Managers of the Association controls and disburses the funds of the Association. 12. Use. The Timbers Club will consist of 8 Club Interests in each Three Bedroom Club Unit and up to 8 Club Interests in each four-bedroom Club Unit. Each Purchaser of a Club Interest • is entitled to reserve at least 14 days of planned winter vacation, 14 days of planned summer vacation, and additional use during the remainder of the year on a space available basis, subject to the Club's reservation policies. 13. Manae er. Snowmass Lodging Company, a Colorado corporation, located at 425 Wood Road,Snowmass Village,Colorado 81615,is the managing agent of the Timbers Club. Seller will not have a financial interest in the manager. The managing agent will provide the services of operating and maintaining the Project on behalf of the Association. The initial term of the Management Agreement expires four(4)years from execution of the Management Agreement. The Association has the right,pursuant to statute,following expiration of Declarant's right to control the Association to terminate the Management Agreement upon not less than ninety(90)days prior notice to the managing agent. Except as stated above,the Purchaser and Seller may not change or transfer control of the managing agent. 14. Reserve s. A maintenance reserve fund will be established and will be cash funded. There are no outstanding obligations in favor of or against the reserve funds. Seller does not have a right to borrow or to authorize borrowing from this fund. The Purchaser will receive a periodic accounting from the Association in accordance with Section 8.3 of the Declaration. 15. Insurance. The Association shall maintain property and casualty insurance on the Timbers Club, commercial general liability insurance against claims and liabilities arising in connection with the ownership, existence, use or management of the Timbers Club, and fidelity • CO ROCS A 37198 v RED 3 '• insurance on all persons who control or disburse funds of the Association in accordance with Article 17 of the Declaration. 16. Mechanics'Liens. The mechanics'lien law of Colorado may authorize enforcement of a lien by selling the entire Club Unit. 17. No Exchanee Proeram. The Timbers Club does not offer an exchange program with third parties. 18. Gas and Mineral Rights. Colorado has a history of mineral mining as well as gas and oil exploration. Your title commitment or title policy has an exception(usually found in Schedule B)that allows someone the recorded and legal right to extract minerals and/or oil and gas from the land you own. What this means to you,is that the party(ies)that own these rights, also have a legal right of access and egress across your land in order to extract minerals or drill for oil and gas; and the right to set and operate equipment. Other Colorado laws dictate the responsibilities of the mining or drilling company. The mining or drilling company is generally responsible for damage to real and personal property of surface right land owners that may result from the extraction of minerals. For information on regulation of the oil and gas industry and the protection of public health, safety and welfare, the environment, and mineral owners' correlative rights, contact: The Department of Natural Resources • The Colorado Oil and Gas Conservation Commission at 1120 Lincoln St., Suite 801, Denver, CO 80203, Main office (303)894-2100 email: dnr.ogccna,.state.co.us or visit their web site at www.dnr.state.co.us/oil-gas/, or The Colorado Division of Mining and Geology, 131 Sherman St., Rm 215, Denver, CO, (303)866-3567, Fax (303)832-8106, or visit their web site at: www.drir.state.co.us/edo/mininp.html Note: Private contracts between the mining or drilling company and the land owner or owner's association may effect the jurisdiction of the Department of Natural Resources. 19. Right of Repurchase. In the event Purchaser chooses to convey title to its Club Interest(s)to a third party during the period the developer retains special declarant rights under the Declaration, the developer shall have the right but not the obligation to elect to repurchase such Club Interest(s). The repurchase price for the Club Interest(s) shall be an amount equal to the bona fide offering price to Purchaser from a third party for the Club Interest(s). These terms shall be established in Section 22.11 of the Declaration. Initial Initial • CO DOCS A 37198 v RED 4 • CONDOMINIUM DECLARATION • FOR THE TIMBERS CLUB AT SNOWMASS • CO DOCS A 33277 v RED • TABLE OF CONTENTS Pape ARTICLE 1. IMPOSITION OF COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.1. Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.2. Intention of Declarant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.3. Condominium Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.4. Covenants Running With the Land . . . . . . . . . . . . . . . . . . . . . . . . 2 ARTICLE 2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.1. "Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.2. "Allocated Interests" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.4. "Assessments" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.5. "Association" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.6. "Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.7. "Bylaws" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.8. "Common Elements" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.9. "Common Expenses Liability" . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 2.10. "Common Expenses" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 • Section 2.11. "Condominium Documents" . . . . . 4 Section 2.12. "Condominium Map" or"Map" . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.13. "Condominium Project' or"Project.t.. . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.14. "Condominium Unit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.15. "Costs of Enforcement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.16. "Declarant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.17. "Declaration" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.18. "Deed" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.19. "Development Rights" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.20. "Eligible First Mortgagee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.21. "First Mortgagee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.22. "Improvement(s).. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.23. "Limited Common Elements" . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.24. "Majority of Owners" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.25. "Management Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.26. "Managing Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.27. "Occupant.t.' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.28. "Period of Declarant Control" . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.29. "Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.30. "Plat. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.31. "Property„ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 • Section 2.32. "Real Estate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.33. "Records" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 CO_DOCS A33277v RED i • TABLE OF CONTENTS (Con't) Pape Section 2.34. "Rules and Regulations" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.35. "Security Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.36. "Social Unit" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.37. "Special Declarant Rights" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.38. "Timbers Club" or "Club" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.39. "Unit" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.40. "Unit Owner"or"Owner" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 ARTICLE 3. DIVISION OF PROJECT INTO CONDOMINIUM OWNERSHIP . . . $ 8 Section 3.1. Division Into Condominium Units . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 3.2. Delineation of Unit Boundaries . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 3.3. Inseparability of Condominium Unit . . . . . . . . . . . . . . . . . . . . . . 8 Section 3.4. Non-partitionability of Common Elements . . . . . . . . . . . . . . . . . 8 Section 3.5. Alterations and Subdivision of Units; Relocation of Boundaries Between Adjoining Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 ARTICLE 4. ALLOCATED INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 • Section 4.1. Allocation of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 4.2. Formulae for the Allocation of Interests . . . . . . . . . . . . . . . . . . . . 9 (a) Undivided Interest in the Common Elements . . . . . . . . . . 9 (b) Common Expenses Liability . . . . . . . . . . . . . . . . . . . . . . . 9 (c) Votes . . . . . . . . . . . . . . . . . . . . . '. . . . . . . . . . . . . . . . . . . . 9 Section 4.3. Rounding Convention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 4.4. Effective Date of Reallocation . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 ARTICLE 5. CONDOMINIUM MAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 ARTICLE 6. LEGAL DESCRIPTION AND TAXATION OF UNITS . . . . . . . . . . . . 11 Section 6.1. Contracts to Convey Entered into Prior to Recording of Condominium Declaration and Map . . . . . . . . . . . . . . . . . . . . . 11 Section 6.2. Contracts to Convey and Conveyances Subsequent to Recording of Declaration and Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 6.3. Conveyance Deemed to Describe an Undivided Interest in Common Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I 1 Section 6.4. Separate Tax Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ARTICLE 7. UNIT OWNERS' PROPERTY RIGHTS IN COMMON ELEMENTS . 12 Section 7.1. Common Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 7.2. Limited Common Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 • CO ROCS A 33277 v RED ii • TABLE OF CONTENTS (Con't) Page ARTICLE 8. MEMBERSHIP AND VOTING RIGHTS IN ASSOCIATION . . . . . . . 12 Section 8.1. Association Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 8.2. Voting Rights and Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 8.3. Meeting to Approve Annual Budget . . . . . . . . . . . . . . . . . . . . . . 13 Section 8.4. Unit Owners' and Association's Addresses for Notices . . . . . . . 14 Section 8.5. Transfer Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 8.6. Declarant Control of the Association . . . . . . . . . . . . . . . . . . . . . 14 Section 8.7. Required Election of Unit Owners . . . . . . . . . . . . . . . . . . . . . . . 15 Section 8.8. Removal of Members of the Board of Directors . . . . . . . . . . . . 15 Section 8.9. Requirements for Turnover of Declarant Control . . . . . . . . . . . . 15 ARTICLE 9. ASSOCIATION POWERS AND DUTIES . . . . . . . . . . . . . . . . . . . . . . . 17 Section 9.1. Association Management Duties . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 9.2. Association Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 9.3. Actions by Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 9.4. Board of Directors Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 9.5. Right to Notice and Hearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 • Section 9.6. Payments to Working Capital Account . . . . . . . . . . . . . . . . . . . 20 ARTICLE 10. ASSESSMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 10.1. Commencement of Annual Assessments . . . . . . . . . . . . . . . . . . 20 Section 10.2. Annual Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 21 Section 10.4. Special Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Section 10.5. Due Dates for Assessment Payments . . . . . . . . . . . . . . . . . . . . . 21 Section 10.6. Default Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 10.7. Covenant of Personal Obligation for Assessments . . . . . . . . . . . 22 Section 10.8. Lien for Assessments; Assignment of Rents . . . . . . . . . . . . . . . 22 Section 10.9. Remedies for Nonpayment of Assessments . . . . . . . . . . . . . . . . 23 Section 10.10. Purchaser's Liability for Assessments . . . . . . . . . . . . . . . . . . . . 23 Section 10.11. Waiver of Homestead Exemption; Subordination of Association's Lien for Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Section 10.12. Statement of Status of Assessments . . . . . . . . . . . . . . . . . . . 24 L5 Section 10.13. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 ARTICLE 11. MAINTENANCE RESPONSIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 1 I.I. Unit Owner's Rights and Duties with Respect to Interiors . . . . 25 Section 11.2. Responsibility of the Unit Owner . . . . . . . . . . . . . . . . . . . . . 2.526 Section 11.3. Unit Owner's Negligence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 11.4. Responsibility of the Association . . . . . . . . . . . . . . . . . . . . . . . . 26 • CO DOCS A 33277 v RED »> • TABLE OF CONTENTS (Con't) Pape ARTICLE 12. MECHANICS' LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 12.1. Mechanics' Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 12.2. Enforcement by the Association . . . . . . . . . . . . . . . . . . . . . . 4627 ARTICLE 13. USE RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 13.1. Use of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 13.2. Use of Common Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 13.3. Prohibition of Increases in Insurable Risks and Certain Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 13.4. Structural Alterations and Exterior Appearance . . . . . . . . . . . . . 28 Section 13.5. Use Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Section 13.6. Limit on Timesharing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.829 Section 13.7. Restriction on Signs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . M 29 Section 13.8. Social Membership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 13.9. Pre Sale Notification by Social Unit Owners. . . . . . . . . . . . . . . 29 Section 13.10. Restrictions on Use of Parking and Storage Areas . . . . . . . . . . . 31 • ARTICLE 14. EASEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Section 14.1. Easement of Enjoyment . . 31 Section 14.2. Delegation of Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3+ 32 Section 14.3. Recorded Easements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3}L2 Section 14.4. Easements for Encroachments . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 14.5. Utility Easements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 14.6. Emergency Access Easement . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 14.7. Maintenance Easement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 14.8. Easements of Access for Repair, Maintenance, and Emergencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 14.9. Easements Deemed Created . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 ARTICLE 15. SPECIAL DECLARANT RIGHTS AND ADDITIONAL RESERVED RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 34 Section 15.1. Special Declarant Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 34 (a) Completion of Improvements . . . . . . . . . . . . . . . . . . . . . 34 (b) Exercise of Development Rights . . . . . . . . . . . . . . . . . . . 34 (c) Sales, Management and Marketing . . . . . . . . . . . . . . . . . 34 (d) Construction Easements . . . . . . . . . . . . . . . . . . . . . . . . . . 34 (e) Master Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 (f) Control of Association and Board of Directors . . . . . . . . 34 • (g) Amendment of Declaration . . . . . . . . . . . . . . . . . . . . . . . 34 (h) Amendment of Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 CO DOCS A 33277 v RED iv • TABLE OF CONTENTS (Con't) Page (i) Signs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 G) Post-Sal es . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Section 15.2. Additional Reserved Rights . . . . . . . . . . . . . . . . . . . . . . . . . 3435 (a) Dedications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 35 (b) Use Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 (c) Easement Rights . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . 35 (d) Conversion of Social Units . . . . . . . . . . . . . . . . . . . . . . . 35 (e) Other Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Section 15.3. Limitations on Special Declarant Rights and Additional Reserved Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Section 15.4. Interference with Special Declarant Rights . . . . . . . . . . . . . . . . 35 Section 15.5. Rights Transferable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 36 ARTICLE 16. RESERVATION OF DEVELOPMENT RIGHTS . . . . . . . . . . . . . . . . . 36 Section 16.1. Expansion Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 16.2. Development and Withdrawal Rights . . . . . . . . . . . . . . . . . . . . . 36 Section 16.3. Amendment of Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . 3,637 • Section 16.4. Supplement to the Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Section 16.5. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Section 16.6. Maximum Number of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Section 16.7. Construction Easement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 38 Section 16.8. Reciprocal Easements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Section 16.9. Termination of Expansion and Development Rights . . . . . . M39 Section 16.10. Interference With Expansion or Development Rights . . . . . . . . 39 Section 16.11. Transfer of Expansion or Development Rights . . . . . . . . . . . . . 39 ARTICLE 17. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Section 17.1. Coverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 (a) Property Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 (b) Liability Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 40 (c) Fidelity Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 (d) Other Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 (e) Unit Owners' Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Section 17.2. Required Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Section 17.3. Adjustment of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Section 17.4. Copies of Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 ARTICLE 18. RESTORATION UPON DAMAGE OR DESTRUCTION . . . . . . . 4+42 • Section 18.1. Duty to Restore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.42 Section 18.2. Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 CO DOCS A 33277 v RED v y • TABLE OF CONTENTS (Con't) Pape Section 18.3. Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 18.4. Replacement of Less Than Entire Property . . . . . . . . . . . . . . . . 42 Section 18.5. Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-243 Section 18.6. Certificates by the Board of Directors . . . . . . . . . . . . . . . . . . . . 43 Section 18.7. Certificates by Attorneys or Title insurance Companies . . . . . . 43 ARTICLE 19. CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 ARTICLE 20. MORTGAGEE PROTECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 4344 Section 20.1. Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-344 Section 20.2. Percentage of First Mortgagees. . . . . . . . . . . . . . . . . . . . . . . 4-344 Section 20.3. Notice of Actions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 20.4. Consent Required. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 20.5. Notice of Objection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Section 20.6. First Mortgagees' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 (a) Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 (b) Cure Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 • Section 20.7. Limitations on First Mortgagee's Rights . . . . . . . . . . . . . . . . . . 45 Section 20.8. Special Declarant Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 46 ARTICLE 21. DURATION OF COVENANTS; AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4546 Section 21.1. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 21.2. Amendment of Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 21.3. Amendment by Declarant. . . . . . . . . . . . . . . . . . . . . . . . . . . 4647 Section 21.4. Amendment of Other Governing Documents. . . . . . . . . . . . 46 47 Section 21.5. Execution of Amendments; Expenses . . . . . . . . . . . . . . . . . 4647 Section 21.6. When Modifications Permitted . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Section 21.7. Recording of Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Section 21.8. Rights of Eligible First Mortgagees . . . . . . . . . . . . . . . . . . . . . . 47 Section 21.9. Termination of the Condominium Project . . . . . . . . . . . . . . . . . 47 ARTICLE 22. TIMBERS CLUB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-7 48 Section 22.1. Submission of Condominium Units to the Timbers Club . . 4-7 48 Section 22.2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 (a) "Club Assessment" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 (c) "Club Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 (d) "Club Member" or, "Member" . . . . . . . . . . . . . . . . . 4949 • (e) "Club Unit" . . . . . . . . . . . . 48 42 (f) "Club Unit Furnishings" . . . . . . . . . . . . . . . . . . . . . . 49$2 CO_DOCS_A 33277 v RED vi • TABLE OF CONTENTS (Con't) Page (g) "Club Week" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 49 (h) "Club Year" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 (i) "Reservation Procedures" . . . . . . . . . . . . . . . . . . . . . . . . 49 Section 22.3. Submission of Condominium Unit to Club Ownership . . . . . . . 49 Section 22.4. Conveyance by Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Section 22.5. Legal Description of a Club Interest . . . . . . . . . . . . . . . . . . . 4950 Section 22.6. Administration and Management . . . . . . . . . . . . . . . . . . . . . . . . 51 Section 22.7. Powers and Duties of the Association with Respect to Club Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Section 22.8. Club Assessment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Section 22.9. Acceptance; Enforcement; Indemnification . . . . . . . . . . . . . . . . 53 Section 22.10. Cross Use Easements Pertaining to Club Interests . . . . . . . . . . . 54 (a) Cross Use Easement Rights . . . . . . . . . . . . . . . . . . . . 54 55 (b) Reservation Procedures . . . . . . . . . . . . . . . . . . . . . . . 5455 (c) Space Available Club Weeks . . . . . . . . . . . . . . . . . . . 55 L66 (d) Rental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 56 Section 22.11. Right of Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 • ARTICLE 23. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Section 23.1. Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Section 23.2. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Section 23.3. Nonwaiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5458 Section 23.4. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 58 Section 23.5. Number and Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6458 Section 23.6. Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 23.7. Conflicts in Legal Documents . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 23.8. Vesting of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 23.9. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 23.10. Choice of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 23.11. Third Party Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 EXHIBIT A Legal Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-] EXHIBIT B Table of Allocated Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1 EXHIBIT B-1 Issues for Class Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B1-1 EXHIBIT B-2 Items of Common Expenses Allocated Among Social Units, Hotel Unit and Club Units . . . . . . . . . . . . . . . . . . . . . . 132-2 EXHIBIT C Easements and Licenses of Record . . . . . . . . . . . . . . . . . . . . . . . . . . . C-] EXHIBIT D Legal Description of Expansion Property . . . . . . . . . . . . . . . . . . . . . D-1 • EXHIBIT E Units Submitted to Timbers Club . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1 CO_DOCS A 33277 v RED vii • operation of the Condominium Project in order to effectuate the intent and to enforce the obligations set forth in the Condominium Documents, as amended and supplemented from time to time. Separate Rules and Regulations may be promulgated to apply only to Club Units or Social Units or any combination thereof. Section 2.35. "Security Interest' means an interest in Real Estate or personal property created by contract or conveyance which secures payment or performance of an obligation. The terms includes a lien created by a mortgage, deed of trust, trust deed, security deed, contract for deed, land sales contract, lease intended as security, assignment of lease or rents intended as security,pledge of an ownership interest in an Association,and any other consensual lien or title retention contract intended as security for an obligation. The holder of a Security Interest includes any insurer or guarantor of a Security Interest. Section 2.36. "Social Unit'means any Unit designated with the prefix "S" on the Map or designated as a Social Unit in this Declaration for private parking and social access to designated project amenities. Section 2.37. "Special Declarant Rights"means those rights reserved by Declarant in Articles 15 and 16 of this Declaration. Section 2.38. "Timbers Club"or"Qub"means the system of mutual use rights and • mutual obligations created and established by this Declaration for Owners of Club Interests as set forth in Article 22. Section 2.39. nit'means a physical portion of the Condominium Project which is designated for separate ownership or occupancy and the boundaries of which are described in or determined by this Declaration. Each Unit shall be designated by a separate number, letter, address or other symbol or combination thereof that identifies only one Unit in the Condominium Project as more specifically set forth on Exhibit B. If walls,floors or ceilings are designated as boundaries of a Unit in this Declaration, all lath, furring, wallboard, plasterboard, plaster, paneling, tiles, wallpaper, paint, finished flooring and any other materials constituting any part of the finished surfaces thereof are a part of the Unit and all other portions of the walls, floors or ceilings area part of the Common Elements. Subject to Section 2-242 , all spaces, interior partitions and other fixtures and improvements within the boundaries of a Unit are a part of the Unit. Section 2.40. "Unit Owner" or"Own "means the Declarant or any other person who owns record title to a Unit (including a contract seller, but excluding a contract purchaser)but excluding any person having a Security Interest in a Unit unless such person has acquired record title to the Unit pursuant to foreclosure or any proceedings in lieu of foreclosure. • CO DOCS A33277vRED 7 • ARTICLE 3. DIVISION OF PROJECT INTO CONDOMINIUM OWNERSHIP Section 3.1. Division Into Condominium Units. The Property is hereby divided into+14 110 Condominium Units,including 36 three-bedroom Units,4 four-bedroom Units, and 70 separately designated Social Unit(s),each consisting of a fee simple interest in a Unit and an undivided fee simple interest in the Common Elements in accordance with the respective undivided interests in the Common Elements as set forth in Exhibit B. Such undivided interests in the Common Elements are hereby declared to be appurtenant to the respective Units. The total of the undivided interests in the Common Elements set forth in Exhibit B,rounded to the nearest 1%,shall be deemed to equal one hundred percent(100%) for purposes of this Declaration. Section 3.2. Delineation of Unit Boundaries. The boundaries of each Unit are delineated and designated by an identifying number on the Map, and those numbers are set forth in Exhibit B. Section 3.3. Inseparability of Condominium Unit. Except as provided in Section 3.5 below,and in the Article entitled"Reservation of Expansion and Development Rights", and in the Article entitled"Plan of Club Ownership": (a)no part of a Condominium Unit or of the legal rights comprising ownership of a Condominium Unit may be partitioned or • separated from any other part thereof during the period of condominium ownership prescribed in this Declaration;(b)each Condominium Unit shall always be conveyed,trans- ferred, devised, bequeathed, encumbered, and otherwise affected only as a complete Condominium Unit;and(c)every conveyance,transfer,gift,devise,bequest,encumbrance, or other disposition of a Condominium Unit or any part thereof shall be presumed to be a disposition ofthe entire Condominium Unit,together with all appurtenant rights and interests created by law or by this Declaration, including the Unit Owner's membership in the Association. Section 3.4. Non-partitionability of Common Elements. The Common Elements shall be owned in common by all of the Unit Owners and shall remain physically undivided, and no Unit Owner shall bring any action for partition or division of the Common Elements. By acceptance of a deed or other instrument of conveyance or assignment to a Unit, each Unit Owner shall be deemed to have specifically waived such Unit Owner's right to institute or maintain a partition action or any other cause of action designed to cause a division of the Common Elements, and this Section may be pleaded as a bar to the maintenance of such an action. Any Unit Owner who shall institute or maintain any such action shall be liable to the Association and hereby agrees to reimburse the Association for the Costs of Enforcement in defending any such action. In no event shall this Section 3.4 be deemed to prohibit a submission of a Condominium Unit to Club Ownership or withdrawal of a Condominium Unit, or Social Unit from the Project in accordance with applicable provisions of this Declaration and of the Act. • CO DOCS A 33277 v RED 8 • arising from the claim of any mechanics' lien or for labor performed or for materials furnished in work on such Unit Owner's Unit, against the Unit of another Unit Owner or against the Common Elements, or any part thereof. Section 12.2. Enforcement by the Association. At its own initiative or upon the written request of any Unit Owner(if the Association determines that further action by the Association is proper), the Association shall enforce the indemnity provided by the provisions of this Article 12 by collecting from the Unit Owner of the Unit on which the labor was performed or materials furnished the amount necessary to discharge by bond or otherwise any such mechanics'lien,to pay all costs and reasonable attorneys' fees incidental to the lien, and to obtain a release of such lien. If the Unit Owner of the Unit on which the labor was performed or materials furnished refuses or fails to indemnify within five(5)days after the Association shall have given notice to such Unit Owner of the total amount of the claim, then the failure to so indemnify shall be a default by such Unit Owner under the provisions of this Section 12.2, and such amount to be indemnified shall automatically become a default Assessment determined and levied against such Unit, and enforceable by the Association pursuant to this Declaration. ARTICLE 13. USE RESTRICTIONS • Section 13.1. Use of Units. Except for uses reserved to Declarant in Article 15 entitled"Special Declarant Rights and Additional Reserved Rights", and except for Social Units, if any, all Units shall be used for dwelling purposes only. Except as otherwise restricted herein, Unit Owners of the Units may rent or lease such Units to others for these purposes and may use these Units for home occupations which do not cause unreasonable disturbance to other Unit Owners and which are permitted by applicable zoning codes. Section 13.2. Use of Common Elements. There shall be no obstruction of the Common Elements, nor shall anything be kept or stored on any part of the Common Elements by any Unit Owner without the prior written approval of the Association. Nothing shall be altered on, constructed in, or removed from the Common Elements by any Unit Owner without the prior written approval of the Association. Owners and Occupants shall not disturb, damage,or have access, to certain restricted access areas in the Common Elements as designated on the Map or in the Rules and Regulations. Section 13.3. Prohibition of Increases in Insurable Risks and Certain Activities. Nothing shall be done or kept in any Unit or in or on the Common Elements, or any part thereof, which would result in the cancellation of the insurance on all or any part of the Condominium Project or in an increase in the rate of the insurance on all or any part of the Condominium Project over what the Association,but for such activity,would pay,without the prior written approval of the Association. Nothing shall be done or kept in any Unit or • in or on the Common Elements which would be in violation of any statute,rule, ordinance, regulation, permit, or other imposed requirement of any governmental body having CO DOCS_A 33277 v RED 27 �aak slzslzcr�o 'C4 VS MEMORANDUM TO: RTA Policy Committee FROM: RTA Corridor Management Sub-Committee RE RFRHA to RTA Transition Plan DATE. May 23, 2000 This memorandum outlines a proposed transition plan for moving the functions of RFRHA into the RTA. This plan has been drafted by staff and discussed by the RTA Corridor Management Sub-committee prior to incorporation in the RTA discussions. The Corridor Management Sub-committee was formed to answer the following questions. The answers to these questions form the proposed transition plan: 1. How will we fund the completion of the C/SEISRODI The local match for FfA planning grants has been satisfied for the CISEISROD. The local governments have accomplished this by putting in enough funding to date to more than cover the local match. It will cost about another $1 million to complete the study and get a Record of Decision (ROD). All of this funding can come from the Federal Transit Agency (FTA). Administration of the study is the task of the local entity sponsoring the CISA=-L%ROD. Under the proposed transition plan the RTA would assume this function from RFRHA. The actual work necessary to administer the study will vary but it is estimated to be about 0.5 FTE. This administration is included within the overall RTA planning services and is currently estimated at $175,000 annually. 2. How will we fund management of the right-of-way! The proposed transition plan calls for RFRHA to remain as the entity responsible for management of the corridor. Management of the corridor includes property maintenance and operation and the management of a trails construction program, currently estimated at about $3 Million. RFRHA would retain its existing Board/Executive Director structure but would operate strictly as a property management entity. RFRHA will no longer be charged with conducting long-range transportation planning for the valley. The RTA would assume this function. Within the RTA Intergovernmental Agreement (IGA) then: will be language describing the "shared use" of the corridor between the trails/conservation values (RFRHA) and the transit values(RTA). Under this portion of the IGA, the RTA would be enabled to utilize the corridor, when necessary, for public transit purposes. Also under the RTA IGA, RFRHA would obligate itself to managing the corridor with this potential transit use in mind. RTA revenues will be used to fund the property management costs related to RFRHA. This is conservatively estimated to be about $325,000 annually. This funding proposal is included within the transition plan to relieve participating entities of the burden directly funding the corridor management costs incurred by RFRHA. The $325,000 annual budget includes a part-time Executive Director/Property Manager, outside attorney fees and a 5-year annual payback to the Elected Officials Transportation Committee (EOTC) for the funding of costs related to the purchase of the corridor. Over time, it is anticipated that this annual cost can be reduced significantly as the EOTC is paid back and the need for outside. 3. How will we fund the trail as developed through the comprehensive plan? Pitkin County is building 9 miles of the trail this summer. The proposed transition plan calls for leveraging this trail work and the trail work Glenwood Springs did in 1998 into the basis of a Legacy Grant from GOCO that would help complete the rest of the trail in the corridor. This trail would be partially paved and partially soft surface based on projected use in various segments of the corridor. To actually build the trail the valley would propose a multi-year construction plan that will have the RTA and GOCO contributing $300,000 each per year to a 5-year, $3 Million trail project. As the trail is built, the RTA would become financially responsible for operation and maintenance of the trail through funding of RFRHA. The RTA itself could directly maintain and operate the trail but it seems to make more sense for RFRHA to perform this function as the established corridor management entity under the proposed transition plan. It has been estimated that operation and maintenance of the trail will no more than $50,000/year. 4. How does consolidation of RFRHA with the RTA affect political viability? Long-range transportation planning is a function that the RTA should do. It makes sense that a short-term trail building program funded by the RTA. Ownership of the corridor is something that should not be taken on by the RTA initially, provided that agreement exists for the RTA to use the corridor for transit purposes when needed. In fact keeping ownership separate from the RTA will help the owner of the corridor maintain a balanced approach to management of the property - balanced between recreation use and transportation use. 5. What is the trigger to ultimately consolidate all functions? Under the transition plan, the RTA immediately takes on the long-range transit planning function currently being conducted by RFRHA. Although RFRHA continues to manage the corridor, funding for that management is provided by (and approved by) the RTA. When the time comes to utilize the corridor for a transit system, outright ownership of the corridor should be transferred to the RTA. 6. How do we insure that resources put into CIS/EIS/ROD result in a credible plan that guides the region's long range transportation future? The most responsible way to insure this is by moving forward to a conclusion of the CIS/EIS/ROD process under the newly formed RTA. The CIS/EIS/ROD process is the method the federal government uses to assure itself that the projects they fund have a realistic chance of coming to fruition and are based on a credible public process that concludes with the formation of a long term regional transit plan. 7. What entity should set policy on the CIS/EIS/ROD? The RTA is the entity that should be responsible for setting policy and guiding the work for the regions long-range transit planning process. NETNEW$ rr S(ZZ 'Me.MMO ESTIMATE OF NET NEW REVENUE PROPOSED FOR UP VALLEY JURISDICTIONS 1A. ASPEN: PROPOSED NEW SHARE OF RTA AND LOCAL PROJECTS PROJECT ONE-PENNY HALF-CENT CASH NEW/EXIST TOTAL LOCAL $ 3,188,592 $ $ $ $ 3,188,592 RTA $ 590,861 $ 656,054 $ $ 942307 $ 2,189,622 RFRHA $ $ $ $ $ TOTAL PROPOSED S 3,779,453 $ 656,054 S S 942,707 S 5,378,214 1B. ASPEN: EXISTING SHARE OF REGIONAL AND LOCAL PROJECTS PROJECT ONE-PENNY HALF-CENT CASH NEWIEXIST TOTAL LOCAL $ 2.757,960 $ $ $ $ 2.757,960 REGIONAL $ 1,021,492 $ 656,054 $ 186,708 $ $ 1,864,254 RFRHA $ $ 269,514 $ $ $ 269,514 TOTAL EXISTING f 3,)79,451 S 925,568 S 186,708 S S 4,891,729 1C. ASPEN NET NEW S f O S 269,514) $ (186,708)1$ 942,707 S 486,485 2A. PITKIN COUNTY: PROPOSED NEW SHARE OF RTA AND LOCAL PROJECTS PROJECT ONE-PENNY HALF-CENT CASH 1 NEWIEXIST TOTAL LOCAL $ 74,308 $ - $ $ - $ 74,308 RTA $ 1,021,572 $ 190.228 $ $ 82,616 $ 1,294,415 RFRHA $ $ $ is f TOTAL PROPOSED $ 1,095,879 S 190,228 f f 82,616 S 1,368,721 2B. PITKIN COUNTY: EXISTING SHARE OF REGIONAL AND LOCAL PROJECTS PROJECT ONE-PENNY HALF-CENT MCASH NEWIEXIST TO TAL LOCAL $ 173.792 $ - $ $ 173.792 REGIONAL $ 922088 $ 190,228 112.315 RFRHA $ $ 78,148 $ $TOTAL EXISTING f 1,095.879 f 268.375 $ S 1,364,254 2C. PITCO NET NEWS S $ (78,148) f 82,618 I f 4,468 3A. SNOWMASS VILLAGE: PROPOSED NEW SHARE OF RTA AND LOCAL PROJECTS PROJECT ONE-PENNY HALF-CENT CASH NEW/EXIST TOTAL LOCAL $ 751,555 $ $ S $ 751,555 RTA $ 302,799 $ 183,019 $ S 128.374 $ 614,192 RFRHA $ $ $ $ $ TOTAL PROPOSED f 1,054,354 $ 183,019 $ is 128,374 $ 1,365,747 3B. SNOWMASS VILLAGE: EXISTING SHARE OF REGIONAL AND LOCAL PROJECTS PROJECT ONE-PENNY HALFCENT CASH NEW/EXIST TOTAL LOCAL S 751,555 $ $ $ $ 751,555 RFTA $ 302,799 $ 183,019 7 $ $ 485,818 RFRHA $ - $ 75,186 $ $ $ 75,186 TOTAL EXISTING S 1,054,354 S 258,206 S $ $ 1,312,560 3C. TOSV NET NEWS $ 1 $ (75,186) $ Is 128,374 $ 53,187 4A. TOTAL UV NET NEW S 01S (422,848) S 186,7081 S 1,133,696 f 544,141 RTA003.xis � S 1/2 SIZE PROJECT DRAWINGS Final Plats Civil Engineering Water & Sewer Drawings Landscape Planting Plans Creek Design Drawings Architectural Drawings Permit #2 Structural & Mechanical Floor Area Diagrams RECEIVED JUN 0 12000 snowma"VH18" Co mrwnity Development he Timbers Club ; MASS VILLAGE COLORADO Final Review Application THE TIMBERS FLAT PARCEL K (INCLUDING SKI EASEMENT AND UNDESIGi ACCORDING TO THE GROSS PARCEL PLAT R 'DOWN OF SNOWMASS VILLAGE KNOW ALL MEN BY THESE PRESENTS THAT THE TIMBERS AT SNOWMASS, LLC. A COLORADO LIMITED LIABILITY COMPANY, 1S THE SOLE OWNER IN FEE SIMPLE OF ALL THAT REAL PROPERTY DESCRIBED AS FOLLOWS: PARCEL X, (INCLUDING THE L886 ACRE "SKI EASEMENT-AREA AND THE UNDESIGNATED 1.47I ACRE TRACT LYING NORTH OF FARAWAY ROAD), FARAWAY RANCH, ACCORDING TO THE GROSS PARCEL PUT THEREOF RECORDED MARCH $8, f885 IN PUT BOOK IT AT PACE 5. COUNTY OF PITKIN STATE OF COLORADO THE TIMBERS AT SNOWMASS, LLC (HEREINAFTER "TIMBERS") RAS BY THESE PRESENTS MID OUT AND PUTTED ALL OF THE ABOVE DESCRIBED REAL PROPERTY INTO LOTS AND TRACTS AS SHOWN REEBOK AND DESIGNATES THE SAME AS THE TIMBERS PLANNED UNIT DEVELOPMENT IN THE TOWN OF SNOWMASS VILLAGE, COUNTY OF PITKIN, STATE OF COLORADO. AND DOES HEREBY MAKE THE FOLLOWING DEDICATION: 1. THE TWENTY FOOT (YO') BICYCLE/PEDESTRIAN EASEMENT IDENTIFIED ON THE WITHIN PMT IS HEREBY DEDICATED AND wom SET APART TO THE TOWN OF SNOWMASS VILLAGE FOR PUBLIC USE AS A PATHWAY FOR PEDBSTMAN. BICYCLE. AND OTHER NON-MOTORIZED TRAFFIC. NO MOTOR VEHICLES SHALL BE ALLOWED UPON SUCH BICYCLE/PERESTRIAN EASEMENT EXCEPT TO 5NGWIAA% R f LTb. PERFORM NECESSARY MAINTENANCE AND REPAIR OF THE PATHWAY MY. 6ADY=TER?^� OR IN THE CASE OF ACCESS BY EMERGENCY SERVICE VEHICLES IN APPROPRIATE EMERGENCY CIRCUMSTANCES. THE TIMBERS /� �. SHALL HAVE NO RESPONSIBILITY FOR MAINTENANCE, REPAIR OR L3 REPLACEMENT OF ANY PATHWAY WITHIN THE EASEMENT. PERTIL Y. THE REALIGNED 65 FOOT (65')FARAWAY ROAD RICHT-OF-WAY IS HEREBY DEDICATED TO THE TOWN OF SNOWMASS VILLAGE FOR PUBLIC USE FOR ACCESS. ROADWAY AND UTILITY PURPOSES. S. EACH OF THE UTILITY EASEMENTS IS HEREBY DEDICATED TO THE TOWN OF SNOWMASS VILLAGE AND TO AU UTILITY A LNCCN BC[I PROVIDERS OVER AND ACROSS PORTIONS OF PROPERTY AR£A - DESIGNATED AS 'UTILITY EASEMENT" ON THIS PUT FOR THE - INSTALLATION AND MAINTENANCE OF UTILITY LINES. ALL _ EASEMENTS FOR UTILITIES HEREBY DEDICATED SHALL BE USED FOR UNDERGROUND UTILITIES ONLY. PAF(,FL. THIS FINAL PUT SMALL BE SUBJECT TO THE CONDOMINIUM DECORATION FARAWAY FOR THE TIMBERS CLUB AT R SNOWMASS PITK FILED AND RECORDED IN THE OFFICE NO THE CLE%AND (CORDER OF PITKIN COUNTY, COLORADO. E RECEPTION N0. (THE DECLARATION"). TO THE DEVELOPMENT AND SUBDIVISION IMPROVEMENTS AGREEMENT FILED AND RECORDED OFFICE OF THE CLERE AND RECORDER OF PITX/N COUNTY. COLORARA COLORADO, AS RECEPTION NO. (TRW "DEVELOPMENT AGREEMENT"), TO THE PUT NOTES SET FORTH HEREON, AND TO SUCH OTHER EASEMENT AND AGREEMENTS AS SHOWN HEREON. _ RBW EXECUTED THIS DAY OF 2000. THE TIMBERS AT SNOWMASS. LLC, A COLORADO LIMITED LIABILITY �..I COMPANY 0 By. NORRIS/BURDEN CROUP, INC., MANAGER BY. DAVID A. BURDEN, PRESIDENT STATE OF COLORADO ) )SS COUNTY OF PITX/N THE ABOVE AND FOREGOING IS ACKNOWLEDGED BEFORE NE THIS DAY OF 2000, BY DAVID A. BURDEN. (\`( PRESIDENT OF NORRIS/BURDEN GROUP, INC., A COLORADO CORPRORATION, AS MANAGER OF THE TIMBERS AT SNOWMASS, LLC, A COLORADO LIMITED LIABILITY COMPANY. ND 5 SEAL !) Afls IS Afg p BY OA,"ERNS Cf INC To.0'S40Wn55 WITNESS MY NAND AND OFFICIAL SEAL. MLIALY MOWAAC NO sEmES OT 2 (TTa 4 &k. P'ILVNANCC)!O ESIA @L¢~CRMN CAMN NA'FG ALC(SY ANO ND a NOTARY PUBLIC uMln£s wOM A INC racwERry D(A WV tW PAS EMML RAT SWI CASEY(N]T,AS NCgF PMNC(NARIY Df50fiXO Bf[OW. BC FSIAIXIS4fD WF [ ACRDV OP NSTNIAD(W Or M R64 My OOTfObliOfl PiP{f II: MAkS AND v]NIIIE$m A CC MWV TNCR(HI BY 9 c IXYCRIPMM:ANO OMLAI W ON OK"I CY ME IHI%RS aW A, SVOIM1VA55 CQVDCVNN S--ALL M]R[p(RLYCAENIEO AW AECCRCFO FtlI.0 CgNPIEIKW OZ M(M RS aU9 A r SNOWA CCWIXMIN' WTS AM RCIARO FALWIMS' TOWN COUNCIL CERTIFICATE A. A 22-EDO)I ST CTO£NCART'CY ACCESS EAWE T wN[Y/ C IES w0'W AVW AUNTS C OK$ WASS w[OCAT THIS PLAT WAS APPROVED BY THE TOWN COUNCIL OF THE TOWN OF SNOWMASS EIAC F XCT DISMCT AND rz 5 Cr TM/ Al Ap VAL OPoWANCE 2000,VILLAGE, PITKIN COUNTY, COLORADO THIS �_ DAY OF POOR, FOR FILING WITH THE PUBLIC D AND RECORDER OF EME PIFKIN COUNTY AND A AN EGL6 AT ACw055 S O a FCR M[PAOLAL a ALLDwNC FOR ACCEPTANCE OF T% PUBLIC DEDICATIONS AND EASEMENTS SHOWN TWBERS avB A r A'OWMI DwxRS ASSMn Mr+.Wr ro wAWTAW HEREON. svesvR(ACE OvANArY$MVCTIMCS oR warzoi[N(Nrs Lau TEO TN(REM MAYOR C A ma EASCNENr ALC M£Wie AOAC r TO AX/MER(Y S CY FARAWAY ROAD ATTEST: D A MI EAS(IAENT ALOV6 AW I ML EASEMENT~ND F!. TOWN CLERK DIE BOMCnr o,TK Aran llWOMANnws Fcw ,EDK SUGI CAXWNr"LL ALLOW P£OCSWNN&CYLY(AND r"sTRLAN VSC DLA'.G OLC MCWMS OT NAY,,UN[.VL Y. AU T S(GIEMEB(R AW OCT( R ME,AmN r SNARL B( PLANNING DIRECTOR CERTIFICATE CATA T A. M9ER5 SMALL M STRUCr AN ApM Al L A" MAIN CMWCMYI MRNpI LOT I WOMCD WA M(TOW SE ES AN(A"CNT FROM MY AS l WWC CMVANY WM THIS PUT WAS APPROVED AS TO CONTENT BY THE PLANNING DIRECTOR OF DWCC(e)r(ARS a ME E(ICCDK DATE O°RM5 PLAT.W CDV.A/M]lM wM MC mxIt,$MCNr CY TN(CX AK v THE TOWN OF SNOWMASS' YfLUCE THIS_ DAY OF A.D., (AVWlF AND MAA CMNCCMW. M(TWBERS SMALL Also YD00. (SrAmr AN(ASCN(Nr/ND ccA,nwr AN VNPAWP MAX "M 4AIC EA$/FROM DY(ASRAL✓iROAM OF LOT I SO A5 TO G wcr MC SGMMEA v5(MAH TO ME FARAWAY ROAD mm PLANNING DIRECTOR RE(£RR(O rD W PARAORAM C ABOW SOPRI 502 CARE PLAT OF: - 1) UNIT DEVELOPEMENT TRACT LYING NORTH OF FARAWAY ROAD), FARAWAY RANCH ED MARCH 18, 1985 IN PLAT BOOK 17 AT PAGE 5 4TY OF PITKIN, STATE OF COLORADO 1 OF 4 TOWN ATTORNEY CERTIFICATE THIS PLAT WAS APPROVED AS TO FORM BY THE TOWN ATTORNEY OF THE TOWN OF SNOWMASS VILLAGE THIS DAY OF _—, A.D., 2000. TOWN ATTORNEY /D CERTIFICATE OF T[TLE / / J THE UNDERSIGNED, A DULY AUTHORIZED REPRESENTATIVE OF PITKIN COUNTY TITLE COMPANY, INC., A TITLE INSURANCE COMPANY ORGANIZED AND WOOR lI AUTHORIZED TO DO BUSINESS IN COLORADO UNDER THE TITLE INSURANCE CODE OF COLORADO.DEVELOPMENT,HEREBY CERTIFY THAT TITLE VESTED THE IN THE PLANNED UNIT ADO, OES HE SHOWN TI THIS PLAT. IS O THE TI TEE T� TIMBERS AT SNOWMASS, LLC. A COLORADO LIMITED LIABILITY COMPANY. / / / GIMh`ANINILIr15 AND IS FREE AND CLEAR OF ALL LIENS. TAXES AND ENCUMBRANCES EXCEPT yY } \I AS FOLLOWS: AREA % 1 � t MCJITCY INF PRp TOR CYA L(W M IWC M EXTRACT OR IR W.A CpftYBL.WS AYD PRONSYWS LY malAAYF N0.b(SERHS i PA�1 R(MOK MS OX R4'REIR .,)MC SAME 0.IIX,WO)O LY 1973.REIXKGCD YMM IQ I%3 M BIXN'nBJ AT PAZ 1/: lIl TEE pt NIFa6CC)PRCMISC$/?.I OCI l M r r AS RFSERKO S, N,N BQ.M'$]S AT PAZ SJA FPRAWAY /` B Y m r EA TIE AI RB"5 M PA 55 AT PAGE IBO AND Oi RLSttU $7 N0.N( 5S& Cr IDM)aCIXNYO T(PRYAR BttM"M A!PAGE)IS AND BIXM;ST AT PAGE D! 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B AGMEMENTS FASFMCNIS ANO MdIIS W W Y EM 50!00]ROAD ANO I.T 151%.===N9plS C6L/GI ApIS 40 K(YAIRRS URLI]Y PUATOSES AS 5fT FLKM N EASEMENT ACNCEKNT BFTMCIN IOM/ $NOM/A LAC£Ra---D •X ws AS Br BFN T LAND ARD CA IRE CCWPANY ANO SNWLWASR AYFFIGW me".!X 1p.V BY R]MI CY SNORCA "W NO RFLgROCD /^ Xp ANr.AND EASOAM ANO Pop/I LV WAY SO!fF!N MOM 21P Sows KW Ag SIAIWASS WI W _-. NI� ( 3 SE.PURPOSE$AS WE EMM M FASfYE 15 AOiEFMENT fi TMYN Ppq AS RFQPTKW NO %NCLbCI{A/-0J AAD CAME ttMIPAYY AND¢IOMMASS AM(NUN r6 %EASES W"O'RLW$PVow. C `6W PLWS AAD KL MA rDR$ COWANY,RFLgiVEO APRIL l I El N HOLM'154 AI PAZ W AND A$M" N Al RK NM-p$NMJaNCF AO IAVll LY£F.R AS AMn awlIr TMRfrO XXIIWD ANNE 14 TIM Al B"JV AT PALM LT'4 "S.AS AKACCO BY Soft AYfJRM1ENT W 1971 EASEMC M RFCLWAO—_ AR. AS aEl[PDOV Mi ALR£EM£N!RFLYRIXD MAREOI!, IPBB N B 555 A RAW 412 I) BAYS?lNV,fIS PRONSKWS LIRKMAMAR A1D W YATRR$ ] 0 RSI? 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B£IM£N B(NCpCT[AND AND UIIL(CproANY,A[0.GNA00 AS$fI lMN N R/£fMHOK[NLW9N0------- SA(F AND LYMPOPAApI AM ASPEN WWG IXW MK A CIXMACO LYAYRA( QCHYM4ENT A0.VICYENI AS a£LOhCD________�RXV AS C PAR TMRSYN RECOID&I OC I09CR 1. 19114 N BOX 1)1 A T PACf ASMIIIM 10 19 RAYS CMpRMS NtONSNNS LSY.GARM$Cas(A2N7S CJ _ D haMS L1X'p S AND MONSM'S LY EASEMENT AMf NT AS SCI RES]ACTRNS FOR ASSE59AaM AS SC!FGMM N R/II CCWMMlNry4I fMM M SIR A,111 A(LMCEO MAY SQ 1986 N BIXM'S)1 Ar aC1A'RARM!M TIMBER$CCVB A/SNOMMAS$AECLW YD / ( •� PAC{67J SA[ESI,PCRMS NOMADIC HRffERS'lW LMIARM M �GII ANY // f psMNWUMN BASED M RAW M.,,Rfl p SEA ��� HANIKAP,FAMILIAL$TAMS M NA POIIAL ONLYN �1 CERTIFIED THIS DAY OF , A.D. 2000. 6WIi YMA55 I/ hWrY MAP PITKIN COUNTY TITLE COMPANY, INC. l BWF/CR££M ROAD 8 IARA W r ROAD NTEASFCT scuE I 1M by VINCE RICANS, TITLE EXAMINER 601 E. HOPKINS AVENUE ASPEN, CO 81611 C NM-(sIXVYK EASEMENT]O 1w,PAOAWwS fM PIE MHNIFNAAM W~ARE RORLACLMCNr CY S UMITY 1N£5 AS ARE NSTALLEO 040 N PLACY M Brt DATT CY Nf SI/RVEYDR'R ST T£YFNT ""RM BASED M A WIITALN(CEST%YPIILYL LY SY/CM "'Xi,N 1"`G A RHNr(Y AXC55! IN£NNPOSE M MANRNANCF REPAR M ATP[ACfvCNr M SUCH VWW5 I, MARK S. HECKLER, DO HEREBY STATE THAT I AM A REGISTERED LAND SURVEYOR LICENSED UNDER THE LAWS OF THE STATE OF COLORADO, THAT F A AqN-6 ISRSK A.TAYT TD RAfro!M nE 00CRI M uw THIS PLAT IS A TRUE, CORRECT AND COMPLETE PLAT OF THE TIMBERS (IXMCIMFN)RAX EI?LL TS EX 00 R T$AND ORI6A PLANNED UNIT DEVELOPMENT. AS MID OUT, PLATTED, DEDICATED AND CYER( $ SFRNCC FA AMOS fM NKRFSS(GAGES AND ACCISS PLAm05£S MFR ANO A neaoss Au aabW tS AAD K/NIXYAR SHOWN HEREON. THAT SUCH PMT WAS YAPS FROM AN ACCURATE SURVEY OF 0 ANG LxlIXS SAID PROPERTY BY YD AND UNDER O T E LOTS, AND CORRECTLY SNOWS O A S LOT 2 FOl [ASfY(T FAR rJ A .wo uranr PLRPOSes THE LOCATIONS AND DIMENSIONS OF THE LOTS, ON THE GROUND AND STREETS OF AMOSS LDr 2 FM nIC BFNfgT LI Lor 3 ANO PARKIN SAID SUBDIVISION AS THE SAME ARK STAKED UPON THE GROUND IN RAMIr sWM COMPLIANCE WITH THE TOWN OF SNOWYASS VILLAGE REGULATIONS GOVERNING THE SUBDIVISION OF LAND. M BY SCPARAI£aGK£YFNT. MY IOMJ M SYMMA$$N((A(Y ML( MAM AN,a5w[ f SARSAE$M£MLOCIT FARE IN WITNESS WHEREOF, l HAVE SET YY HAND AND SEAL THIS __ DAY OF ACWSS CW ps S A1MR(AICNIS!M NLRCSS(GPFSS AND TO Af NSWSEI CI MAR I N.E M[FMOWYAlp CM CE SAC A.D.. YGOD. TO BF ttNSIRUCI£O" tow N. IA r SLU IH FGN ME USE ANO BCNf/]r[Y LOT 1,IIXLOMNC CLMIPLFMS!GY LYYfSIRLt'IroV NARK S. B8CKL8R, P.L.S. 228642 PAYSS.A IO RK DfI rAMI CI RR ABOK-OESC7 A &OIT£NIS 07hCR PArAW"C ME fNtt .X`P£R.KYN(L RX,0 l) IT,AND OMLR NER(YNC✓sCANCE VREOSERS SNAIL BF G UMI TO TN]ER AEC ME PMA°£ATY lGq M£PURPOSC M NSra4RK.V11L1]LS AT Rk pRFCMW M IAIB(AS M FM fM[S FWAL R(S✓M5F PVJV/COMM CLERK AND RECORDER'S' C£ TI£ICATE 1 BY AMROYA(LY Dd$fAWL P(A!, Rff TUIIN Cp M RIF 10NN AL.I SAITR N(u(£AND AA RANOl AdNOM(D(X MRS RNs raWt THIS PMT WAS FILED FOR RECORD IN THE OFFICE OF THE CLERK AND fLar SRD N PLY MC 77 AT AZ 4 SPA.FNA( WILus[P(AN RECORDER OF PITKIN COUNTY. COLORADO. AT O'CLOCK_,M., A[CM(XO N PLAT BWY))A]Y FAA I CI R/F P RE IIZS R la N IRE Moss PAr EA X69 M FARADAY S Y ASW O AS IT re IDQ6 ON THE_ DAY IO _ 2000, IN PMT BOON__. AT PACE N PLAT Haw 11 a I PAGE 5 cI Rd El D ITIR AAoIl As/r AS RECEPTION N0. xn,"S 10 INF RiOYRIY C(SMKO N ow C(RMUIIOY p' Lmu nM AND oMawvdv SEE TOR HfR£M CLERK AND RECORDER EERING - LLC :SULTANTS DEPUTY F.—F.T, SUITE AS OLORADO 81623 04-0311 THE TIMBERS _PLAT PARCEL K (INCLUDING SKI EASEMENT AND UNDESIG ACCORDING TO THE GROSS PARCEL PLAT R TOWN OF SNOWMASS VILLAGE LAND asF r eLf Ali LOT A vn m RfALRwfo v vrR o fsroms uaN A r -— G4FFN BCLI1 JN LMf PARCEL X(N .1 11)l ALNCS (B.Y TJI O PL J55) I� ` SKISKI(A.YA FNIIN 1 II M ALFFS nnf CFRMCA2 FXCFPnW NO J K(r.IT N 6BRJ:SJ' 19).86' - - SUB/Ork I1212 ACFfS r� KCIIA VACAW FARAWAY h D RHY/r-Cf-NAY - Row s VWJ AGKS - -- _ ROw J 021P ACRES SIBIOrk 0119 AOV£9 Jt3s73 N Mrk II,IJI A(F('S DT T' INC M/�RS ,or AMA �+\ WIMTk IO'IfLE0 M I HJ93 A49£S FA E4 (B1'TTB O PL m \ T I SJB ALRCS r,1Jfl �\ nR(tFRrv)U lF rxavncw Na 5 T2YY r J 0151 AL \ \ 1.22 I swmru A �y FWW (A It I10 ArS (L Ar.0 P 230) IA(O .I pD R1 -AY §' CFRIIfICA rE CXLCCnM Na AOWK QJTO AMR h ByLS S 5 6)Y5'09•W T W. ILIJI AO25 ry y�V` I /\ tl` / (W2I 0rA.vMA)1p.'El (BK TJI O PC x � nnr CERnf1LA2 E xcrvxw NL J w 8 yy P SKI EASEMENT I$ �i�s'` PARGEL K l LJ66 0c 2 8 0crea3 (SPrAj) JE nRF fER) AT fXCf1PnLW NO B I / I R RA WA ftAr I� pER FARAWAY MA1 LULYERrs RC fAmAAr LOCH rIPV P`USFMCNr ss Pf]8'00 // (AFL (X WJSLIy ��• nnr CCRIIrJCA1F LE x NO IJ I g � RUCIpKO Y INIS ALA ffffppppy� \ �� S � DEER6RobK TGWNtiG4AE5 - A.D'kKr ARY:i / `NAYV/ FaA"ff��ITO''°v`n°a+vL� Nce BK j. nriE C£R1 Cx[f 4 Kit '1"F1 KC9 i O GRAPHIC SCALE o (IN 1CCT) 1 i—n. N n SOPR 50? .a.u`Nwa`µ.on.',°Q`"MS«.n:':..r"M CAR. PLAT OF: - -- I) UNIT DEVE LOP EMENT TRACT LYING NORTH OF FARAWAY ROAD), FARAWAY RANCH ED MARCH 18, 1985 IN PLAT BOOK 17 AT PAGE 5 NTY OF PITKIN, STATE OF COLORADO 2. OF 4 SURFACE 211.7J' nrtE aLP09G2 FXtYiINw Nn J / j �� LOT LOT 7 CEN1FM/!K 10 TLlPN O FA.YM[N!(BK T18 O P6 JBJJ RAY 5 PARGEI_ K nnr 2R11NGW exRVraw Nos p ARIA CY l0I J DAS ?' $ YAG rrD ROW PFR]MS MAI 1171 o 1.11 (NQ N) PAN. 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Y 11NC.B N BCMC f NO :EERING - LLC RfB AND Ga L.S, 161 AS _ IJ BAPS CY SUPWY. W RCCQPOCD C SS PAACR ftA I W FMAWAY 1AR S INSIM/MCNM w RE",.0 SUB WMW NSULTANTS 4wDONIMAV AND M. RATS AS ARE RSa P wM MC HMN C TY CI ANO RfCLK M AAD INE FIX D KEET, SUITE A3 uavwENrenw.AS$0eW COLORADO 81623 704-0311 THE TIMBERS PLAT` PARCEL K (INCLUDING SKI EASEMENT AND UNDESIGi ACCORDING TO THE GROSS PARCEL PLAT R TOWN OF SNOWMASS VILLAGE VM�I✓(AY4EN) LOr A 9NRM] 01ll E/ FOSRN FASMNI Y4ENI M)tt 2 0035 Yl N"UJI'm'E 197.BB _ MIA K♦ / 6, MCC' F 10.1!' � �_ 169 M'� _—`\ o/ 10'R(KIGNfO 21FPHCNE F fN5 vN�u•\ 1 ..L CASEMENI[0.M O IEO LCR Y fill N 1950!/'F (^ AS-BUKI FIBER 0°IlC lMC V / �\/ pllS SURKY,SEE CASEMENT 1 I 1 1 J91I' ¢ pEIAfl],SNEC)I u5 � 2 \ I ryA �})�1567 CIS1 JO'LWNNAC(FAYMCN),ARCH J / OER OOLWCkI R(ttCKO AS \ V A" SFM£M pAAtt A SM1Y[I I I N I xl /I IX 31'111I✓(AYMfNIJ` I I ry �MICRI n' umnvuYMM ^✓}111q ��� 100391-. 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MAB DATE 6/08/00 / / RfiM. / / T acT Bj�M1Y B BMERS s �41p m u ISO _—' -- Bus SLOP a ---- _ — — — — - - - - e r e r 4 R�1 l._ A z� xioc' �V�COpyO m' r . i � 7 � � WN.J51��.Yv cUffi4"t � a c 6 yFllj t GAS 4tL 3[Ti V� 'ty J°y'ga I' p rr,e�?4 yr t[- 'Y J�LR v r z ti r N, y; ■ i kx T I � y x it *eb th d $ �4Y�IS -"` �r✓`G'""�� �Sri�>'c°,i' ■ P^'Y y tc�,+k�'.&��Y}y + {� 59 u 4t bo y AF t f h . xr'>h5 awaad k, 4' 1:Mill ipoll NAM FS„CdNnCf+l]Ye.- FF7f" v 3 y¢ a n� 1► J a gg _➢'__ ' c Qu,C evsnnp Ek p 1 @(��( RE ONO _ J � FF ➢ � - 1 i \ i.J - -c nl FL ' NERAL NOBS _ - W CE TLWCT WCSR�OWN MAY NOT TWPRESEN NAVE BEEN II /////////////////.1 I I. THE LOCA9W5 OF UNDERGROUND UTILITIES PLAITED BASE ON UTILITY MAPS Cp151NU<TON/DESIGN BONDED BY UTUtt COMPANIES OLD ONG AND AL WE NSTAN. THESE REPRESENT ACTUAL FIELD RESPONSIBILITY CR TIE CONTRACTOR IT IS NO COMPANIES FOR FIELD LITIGATION OF /J UTWTES MICR TO CONS C ii I`OW rys FC �A ]. ALL UTILITIES.BOTH VNDERG EN AND THOUGHEAD,SHALLIE NON TRUST IN PERIOD T SERNCE NOTED ON THE PL ENTIRE F� i— _ THE COMC➢W PERIOD Of RE PI NOTED ON ME PUNS, THE CW A AG ALL ERE AND LIABLE FOR ANY Y DAMAGES THE SONS U MTER�PUGTBON CF,YRNLES II CAVSCD By THE CONSTRUCTION .. 3. FILE CONTRACTOR SMALL CONTAIN HIS CWSTRUCTY DRIES 4• _ _� �� 9 _.�_ -. — CONSENT � OuiTMGE THIS AREA CON TLESMiOP NOT ExPRSSED CO -= ,g — _ — _--_ OF ME PRIVATE OWNER M TORN Cf SNOWAASS N NLUQ PEPRESENTATNES. II A. ANY DAMAGE i0 PRIVATE PROPERTY BY ME CONTRACTOR OF HALT WTSICE THESE U41i5 WTTIWi THE PERN155M OF TIE PRIVATE OWNER M TOWN OF SHOMAASS NLLACE REPPESENTATYES 11 WLL BE ME RESPONSIBILITY OF THE CONTRACTOR. IT 5' THE DVANCE OF CONTRACTOR WATER SHUT DOWN MORE NOTICE MAY BE - REWIRES iM MARU CWNECTCNS.SIGNS?rC B TO UTCO.IN ME PUBLIC RIGMi-Ci-WAT SXAR CONFORM RMFE •... L EXISTING ASPHALT TO BE SAYED ON FARAWAY RDAG ___ / F{1• _ IN W STATION J175 70 IHJO AND NAK I 1/]'OYEP UY •�aalmfrt'� q 11 _ B. ALL SEWER AND WATER DESIGN IS BY MCLAUGHUN WATER D T9 4`- ENGINEERING,LID. ANY SEWER AN WA REPRESENTED IS 111 Sh rt MY �I / ONLY FOR COORDINATION AND IRETERANCE. 9. WATER FEATURE DESGN IS BY WIGHT WATER ENGINEERS INC SHEETS WI TO♦. WATER FEATURE SHOW IN CINL DRAWING FOR GRADING PURPOSES AND COORDINATION ONLY If TY 10. MCLOSW STRUCTURAL RETOONINO WALL DESGN IS BY CM `aI \ U �- TXOMPSON STRUCTURAL RETAINING WALLS SXOWN IN DRAWING BUILDING l - V r /// /- TO wDIw1E wRNOED LOCATW AND HEIGHT. j Pq FF7 B) D _ //� SEE BUILDING STRUCTURAL PUN FOR TOP OF PARRwG UPPER FP�.16 _ J J STRUCNPEfPU]A ELEVATIONS. EXISTING CONTOUR-]FOOT -- -- / 1010--- EXISTING CONTOUR-10 FOOT PROPOSED CONTOUR- ]FOOT(SITE 988) PROPOSED WNTWR-10 FOOT(SITE 1610) A8]A] PROPOSED SPOT EIEVATCN PROPOSED ASPHALT ASPHALT TO BE REMOVED PROPOSED CONCRETE DECORATIVE CONCRETE FINISH --- - " � _ / / K+ PROPOSED REruwxc WALL RDaRIMNIMI PROPOSED STRUCTURAL RETAINING WALL X L ® IVVV / i ✓ - f �__���" T / � � � / GRAPHIC SCALE D L[6T /`.J E men- ee n / F B/PB/0"i FINAL SUBMITTAL -._ IYA N04 DATE REVISION - �B VILLAGE, COLORADO SNO EYASS THE TIMBERS / CLUB AREA GRADING AND DRAINAGE PLAN ORRIS E NCINEERINO• LEE J ML CONSOLTANT 502 MAIN ALE.CO s8lre AJ DES. YTN CX. FILE N0. SNEeE CARB70)70. BtBA 98100.01 C7 rw nooa..za, (00)T01-DJU DR. YAB DATE B/OB/OO JF � ,d, i�n141 if I l l V ' 910 � I� i• I� � \ i � NV �¢ � 420 II Lj JIM 6 ji I _ I y � My'�X At i i � l I � � I J 1 �BEDNERAL NOTES / I THE LOCAIGHS OF UNDERGROUND UTILITIES HAYS BEEN �. / / // / / PLDIIED BASED W UnuTY MAPS.CONSTRUGnW/DESIGY /AOxicni1n1LlITCANINI M�i�DMEBIUSiANlI O THEIRS uLUTES,AS SHOWN.MAY No'REPRESENT ACTUAL FIELD cONI IT IS ME RESPONSIBILITY OF THE CCN7RAC7DR TO CONTACT ALL UTILITY CWPANMS FOR FELD LOCATION OF UMI PRIOR TO CONSTRUCTION. ��� / / �� ' •�� /�i /� / �/ / z. ALL UTILITIES,BON UNDERG 00ND AND WERHEAD,SHALLL BE MAINTAINED IN CONTINUOUS SERME THROUGHOUT THE ENTIRE CONSTRUCTION PERIOD.EXCEPT AS N070 CN NE PLANS iNI CONTRACTOR SHALL BE RESPONSIBLE AND UABIE FOR AAUSED ANY DAMAGES 6CONSTRUUCTIOOTHJ RflwnoN or.SERNecs 3 THE CONTRACTOR SHALL CONTAIN INS CWSTRUGnox OPERAnoxS WITHIN THE R.OW.AND THE PROPERTY BWNDRIES Or THE STE THE WNTRAGTOW SHAD NOT OPERATE OUTSIDE ITS AREA WTHWT THE PRICK EXPRESSED CONSENT '/ %i e / / • / / /" / / // ' or THE PRIVATE OWNER OR TOM OF SNO=SS VILLAGE REPRESVNTATVES. ♦ ANY DAMAGE i0 PRAFATE PROPERTY BY THE CONTRACTOR WiyTE NCR LIMITS M OF THE ASS MI5oN Or THE / / WILL THE RESPONSIBILITY CONTRACTOR EBENTARYES PRIVATE OWNER qt IOWN K SNONMASS MLLADE REPR / / // // / / / '// ,j� eE of NE S 24 s. AG CONTRACTOR Is WATER NSHUT DOM USERS'[4 HOURS IN ADVANCE FOR ANY WATER NEC DOWN. MORE NOTICE MAY BE REWIRED EM MAJOR CGYNECTIWS. N - ;•� ��� / / // / / /' / /�/ /' 6. ALL SIGNS.IN NE PUBIID RIWT-Or-WAY SHALL CONFORM 9. FROM STITCH H iii To�+30 AND FARAWAY Y 1/2 o R LAY 6. ALL EI EULID ANDEIADYA¢F EPESNNGN RC AYSWE NWRRETED IS ONLV FM COORDINATION AND IREFERANCE. i i 9 WATER —•••�L I�-�X\=? _ /� \\\\\_-. /// /�/�/� ////////Y// j I/�/�/// L FEATURE DESIGN Hs BY WATER AD . SHEETS WWE-1 FEATURE SHOWN IN COAL FOR MAWNS PO ION DAILY �JQAO IO PROGNHSTRUCTURALL RUNNING WALL DESIGN IS BY OIL NIPRCN- U RETAINING W LLS SHMM IN DRAWING NG TO INDICATE INTENNDED LOCAMON AND HEIGHT, SE BUILDING FOR TOP PARNING Tq ELEVATIONS CASINO C W TR- 2 FOOT 1M/0 A— EXISTING CONTOUR 1 TR-10 FOOT PROPOSED CONTOUR- z FONT(SITE MCONTOUR 101 8 PaOS6D CR- to FOOT(e +010) X61.42 RMOS6o SPOT E¢vnnoN • � _ _.. i - /// _ ® PROPOSED ASPHALT • � � _ '_ � / ,� '/ _._�- � ASPHALT To BE RELOAD Paroos6D coxMETE _ ® DECa+AnvE CONCRETE TUN SH L �Y PROPOSED RETAINING WALL PROPOSED SiRUCNR RETAINING WALL - I �C Y � _ � �7 - GRAPHIC SCALE R �S'W"" , n 1 11 111 n e I IN it ORIIgA�OR L inch FBA/It N F 16/w/PD] .._-FINAL SUBMITTAL _]_MAE ENO]DATE I REVISION --I BY SNOIIYAS5 VILLACd, COLORADO THE TIMBERS EMPLOYEE HOUSING AREA OPRISENOINBBRINO, LLC GRADING AND DRAINAGE PLAN IWL CONSULTANTS1 SOD MANN STREET SUITE A3 DES.-N CB. FILE NO SHEEP e-NO vs CARBON'ALE.CO 81633 - -.-. / / vmo pans aaao wszo P,m (970 704-0311 DR MAB DATES OB OD DBIDB.DF C8 pp I b AI I 1 3. F 1 _ CE � yry�G'IRl1C{IOMJL+C- R \ �' - ' TRA1l Kt _ �Lv � 2 To I (MAX)TV 2 To I (MAX)TO NOTE, 1, DUST CAUSED BY EXCAVATION, TOPSOIL REMOVAL OPERATIONS, 2 MAIN IE MATCH EAiSTMD DRALE MATCH EXISTING MADE I OR ROAD BASE PLACEMENT SHALL BE CONTROLLED BY THE THE '-" 1 MAIN i� CONTRACTOR AT HIS EXPENSE. THE ENGINEER MAY REQUIRE THE CONTRACTOR AT ANY TIME TO DISCONTINUE CONSTRUCTION OF Tn6 T. ACTIVITIES UNTIL DUST CONDITIONS ARE REDUCED TO THE ENONEEft'S SATISFACTION. 3. ALL Di 88 THE CONTRACTOR WILL BE REQUIRED TO FURNISH AND APPLY A A. ALL CL a � DUST PALLIATIVE ON THE SITE AS DIRECTED BY THE ENGINEER. DUST PALLIATIVE MAY CONSIST OF WATER OR A SOLUTION OF 11/2-SDREEMED ROCK WATER AND MAGNESIUM CHLORIDE OR OTHER APPROVED SUBSTANCE. SPREADING OF WATER OR WATER MIXTURE SHALL BE DONE WTH WASHED SAND MATERIAL qq ACCEPTABLE SPRINKLING EQUIPMENT. '26mio 2-T ALL DUST CONTROL SHALL EXTEND BEYOND THE CONSTRUCTION XMAD.1. AREA PROPER TO THE SIDE STREETS ENTERING AND EXISTING THE 1,,.newt PROJECT, WHERE MUD AND DIRT FROM CONSTRUCTION EQUIPMENT, I 1/2'SCREENED ROCX T' --� AS WELL AS LOCAL TRAFFIC, MAY GET ONTO THE SIDE STREETS. CLEANUP OF THESE AREAS WILL BE REQUIRED AS NECESSARY FILTER TRENCH TYPICAL CROSS SECTION OR AS DIRECTED BY THE ENGINEER. N.T.S. _ : Fe.S(MCNI \` _ api TNROUG CED - STR IV f . -q � �Ea i i i i GRAPHIC SCALE -:R DRAINAGE DURING THE PROGRESS OF TIAL ANY RI DAMAGE DUE TO IMPROPER ;'N DRAINAGE POR TO FINAL ACCEPTANCE r00eax ofl srrr{ i BE THE CONTRACTOR'S RESPONSIBILITY. nxce"S' r semYr.• oN s'Crxru r roxm TO BE RE SEEDED. euxOrr —X— !Baxce mxtttcrnON/rxtt �6/OB/0ol F/tIAL SUBNITTIL- -eta TO BE 2 TO I MAX. "fl ® //trtfl ruxv NO DATE___ REVISION I BY ( ITYPORAAY BBBfYBU �L4fX - --- --_- [�. SALES L t MNSTAUttION IIIIQNL a.s frflnxc SNOIIYASS VILLAGE, COLORADO T I I_�111—I MYPoBIflY BUl4UfNCt THE TIMBERS -i_hIIIH.IfI IIIII IIIi I_II I CLUB AREA O I ENC/NIIRINC, LLC EROSION AND SEDIMENT CONTROL PLAN ruxv unOx L'r! /VLL CONSULTA TYPICAL SILT FENCE CROSS SECTION mz MAIN SWEE1 WI E AA DES YIN CE. E/LE N0. SHEET L"EM µq co elan C9 —_ IN T.S. wm�a.a.zwo e m r ar Cmo)rOL-om DR NAB DATE//s6/00 88100.01 j ok �I C � 24" C I / Z m NOTE: 1. DUST CAUSED BY EXCAVATION. TOPSOIL REMOVAL OPERATIONS, Y. MAINTENANCE CONTRACT O S ESSENTIAL ANCY DAMAGE OR ROAD BASE PLACEMENT SHALL BE CONTROLLED BY THE MAINTENANCE OF SAID DRAINAGE PRIOR TO CONTRACTOR AT HIS EXPENSE. THE ENGINEER MAY REWIRE OF THE PROJECT WILL BE THE CONTRACTOR THE CONTRACTOR AT ANY TIME TO DISCONTINUE CONSTRUCTION ACTIVITIES UNTIL DUST CONDITIONS ARE REDUCED TO THE ENGINEER'S SATISFACTION. }, ALL DISTURBED AREA TO BE RE SEEDED. THE CPALLT WILL E REQUIRED TO R TM A DUST PALLIATIVE ONTHE SITE AS DIRECTED BY EN EER DUST PALLIATIVE MAY CONSIST OF WATER OR A SOLUTION BE 4, ALL CUT AND FILL SLOPES TO BE Z TO 1 M WARR D MAGNESIUM SP EADING OF WATER OR WATEREMMIXTURE SHALL PBE DONE WTH VICE. ACCEPTABLE SPRINKLING EWIPMENT. ALL DUST CONTROL SHALL EXTEND BEYOND THE CONSTRUCTION AREA PROPER TO THE SIDE STREETS ENTERING AND EXISTING THE PROJECT, WHERE MUD AND DIRT FROM CONSTRUCTION EQUIPMENT, AS WELL AS LOCAL TRAFFIC, MAY GET ONTO THE SIDE STREETS. CLEANUP OF THESE AREAS WILL BE REQUIRED AS NECESSARY OR AS DIRECTED BY THE ENGINEER. I: G u I \ i / Ta SrnINC - - - - - _ e _ I ,6 it r-• �•,,•' , GRAPHIC SCALE OF D 16T) -L� woo"eA Mn� Irr[rn rs[reA Pu E =E "o"rosr Y. ON Y CENrfK _•UNOPI LCnIYIM fOMPnG LKIYn -- ------ - - —%— IoJlxcl roxsmucn6x rtxa ---'-----' � ® n[ren TKNCe E SIM,1001 FINAL SUBN/TTAL !MA F-110K STAWN" omsmu NO DATB RBV/S/ON I BY JTICINC 1 CONSfNUCfION PIMN6�" nrroslwr smGeGVCS SNOIIYASS TILLACB. COLORADO THE TIMBERS rnrxcn lPA6P.e•r!• EMPLOYEE YPICAL SILT FENCE CROSS SECTION EROSION AND SEDIMENT NCONTROL PLAN OPRIS ENCINBIR/NQ LLC N.T.S. Jo3 Yuu 51REEi,Anrt/.� DBS.YTN CK, f1LB N0. S/H1BBT CAROOMD 1L.CO A1623 gB 100.01 I- cl O az.wp e- (c'ro)' -wn DR. NAB DATK A OB 00 - - P:uo� C [ BERT R� � B6 \� �txa�J ° J it 4 GRAPHIC SCALE 1 wan) 1 1ncL_ m n MT MENG CW WR- l ROOT ICI, EXBE NO CONTOUR-10 EMT PRO OBED CWTOUR- ]ROOT(5TE 988) PROPOSED Cg TOUR- 10 EMT(YTE 1010) X87.13 PRCPOSEO SPOT ELEVAMN PROPOSED ASHHALT ASPHALT TO BE RENOKD O PRCPOSEO CMMETE ® DECWAPK CWCRETE FINISH mcxxto PROPOSED RETAINING WALL y1R 4 PROP ED 51RUMBAL RETAINING WALL L � , i KI PONT ELEV.091.17 HIGH POINT STA.4T67 PA STA.HR) PI ELEV.994.9 . t26H STA PM ELEV WA I IL 909 - II n A p. UIST l G W WND AT CENIERUNE ROM -- LT i t _ — PNIII[LSFV,._ AD. LJ J96� rn II -� I PROPOSED ROAD L II A I A CD NE `Y'9¢�NtfP I ALE HORIZOr TAL f.30' VERTICA` 1' J' i- - -- - � - -- - � PROPOSE GRAM AT CENTER UNE'I --- II EXIS9NG ORWND AT PEAnA LINE �8 2100 J,W M00 -`j r —DATFo _ FIN REVISINITTAL SET JlBY rN0 DATE_f REVISION _�BY SNOdMASS VILLAGE, COLORADO THE TIMBERS ACCESS ROAD TO CLUB AREA V/l OPRIS ENGJNdFRINO, LLC PLAN & PROFILE IVIL CONSUEL 504 MAIN STREET.SUI¢AJ DES. YIN FCK. I FILE NO. SHEET 98100.0y CAPSOND.a,CO 61643 8811717 DI Cl l w�oo.n.ze.9 a+a-9a 1 (970)704-0111 DR. MAD DATE 6/OF/00 T — _ bus ASPH T - aRt BUILDING - i z I ONi ELEV�9856 •v n3 Zid��x44.01 � _..__ _._ _ RN SiA�R,83 f Pr FLEV�98161 452 i N 34.51 a � k — SCALE: HORI20N4AL 1'�JO r—... __ -- + --- F -'--- PRDPOSED ROAD CL -_Z'ERT 0A L a 3 - __. 1.00 2,W N W j , LEI - w r — — J ' �Y GRAPHIC SCALE L a6n. m w - :m .).t2 m ED.".-H; LOW POINT 6{A 6im.C5 - EXISTING CONTOUR- 1 Pmi PN LEV 6+STA 2 PN EIEV m P6J AO 1010— EXISTING[CNiOVR- 10 ROOT-__Al, f{WM-_.-_-_.. T 1 8�.�� PROPOSED CCNTaR-2 ROOT(SITE 986) .. _... N 2.46 PROPOSED CONTOUR-f0 PGOi(81TE 1010) $ N III X8741 PROPOSED SPOT EIVATION PROPOSED ASPHALT ASPHALT TO 9E REMO`.EO TI u TI Y 111 (—� PROPOSED CONCRETE u DECCRATVE CONCRETE fINISX 0, j > PROPOSED RETAINING WALL �I PRCPOSEO STRUCTURAL RETAININO WALL ..WND_A7.ROAD CL PROPOSE GRADE AT CENTER LINE IOU LME_ Y 5+00 B m _ I r e/0 TE F/NAL VISIO TTAL SST _ I DATE R6V/SfON __ _ I= SNOwMASS VILLAOR, COLORADO THE TIMBERS EMPLOYEE HOUSING ROAD OBRIS ENGINEERING, UV PLAN AND PROFILE IYI6 CONSULTANT — - 502 MAIN STREET,SUITE AJ OdS. YTN CX. FILE N0. SNe CAR CER ALE,CO 8162} 88100.01 Cir IPO,Im,n.za.R - (9107 2oA-mu DR. NAB DATE 6/08/00 Rrn�ovE Exs r�ase+nu(rml � _ _ — - � I a. i 1010 --SCAL RORMAL I" I 2Xl" D O-KT-ROAD CL—$ _ c n ry -_PROPOSED ROAD CL 98O �s u 960 i__ _.—_ __- _._.-. _. — - iRCVOA GRADE AT LENIER ONE I __ z,00 31. +W �,ao - --- y - L / GRAPHIC SCALE _ e 1�11u�(I 6 Iub- w R qA i 66 � i Etl21JNG Cp1iWR-R FOOT 1010-- E%ISMN CMTWR- 10 FWT PRIX+ D CW7"-R FWi(SM ON) PRCPDSED CWiOVR- ID FWi(SITE 1010) K a7 42 PROD SPDI ELEVATM PRWGSED ASPHALT /® AsP ALI 10 EE RENOKll PROPOSED CMCRElE _-F 1 _ DECCWA11 CM M FINI" PRCPOCED FETAINING HALL d a < 5 - PRWOSFD SMVCTAAL FEiAINING WALL G 1 z n I �7WU ANAL SUBMITTAL MAD 6.W TaW NO DATE_1-- _ REVISION - _. _—f BY SNOMMASS VILLAGE, COLORADO THE TIMBERS FARAWAY ROAD PROPOSED ALIGNMENT orws ENcnvsexmo, LLc AND PROFILE BEGINNING TO STA. 7+00 IAL CONSV TINT __ __ N2 MAN STREET,SUITE A3 DES. YTN CE. FILE NO. SHBET c/.ReoxouE.W 6162, aeloa.oi. 1 C13 w Awa<.z (m0)704-0311 DR. MAR DATE 6/06/00 v v � V 5104 I � I 1 NN I I t I � i i I � � / It J'r. 13Y 13. % / i GRAPHIC SCALE - 77 i MISTING CMTWR-3 FWT 1010--- EXISTING CWTtt - 10 FOOT R PRCPCSED CONTWR-3 FWT(STE ON) PROPOSED CWTWR-10 FWT(S'TE 1010) NBl.N3 PRCPWEO WOT ELEVAMN PRC,)SEO ASPNALr Cn ASPHM TO BE REMOVED PRMDSED CONCRETE DECDRAVA CWIXtER rMl$ " 1111 - ! W'J7CXU PRCVOSED RETAINING WALL 1030 PRCVOSED GTRVCTIJUL RETNNING WALL REVIS _ _.RYA - _..- _. O60 ION -_..7B: PRWOY GRADE LT EENTER LINE - - - " —_ SNOBYASS VILLAGE, COLORADO [ / - THE TIMBERS _✓ $ 3, FARAWAY ROAD PROPOSED ALIGNMENT oPRls NcINEERINa, LLC AND PROFILE STA. 7+00 TO END 12lW t3rW 1WL CONSVLTINT --. SHt uuN SIRE[C SOIrt A3 D6S. YTN CK. £IL8 N0. SREe. CARRDNDALE,co e1633 88100.01 Cl. 0o Am.n.z...o R- (mo)Ta-o311 DR. MAY DATE 6 108100 e —– 5 _. - OJ�� t-lo- h -- __ .5. � S qFV eBB rCS _C Yp�)iCS 6<C /� � eulcam,G q B•SS - l r e 3 I s \ i, IT GENERAL MOMS'. I. THE LOCATIONS OF UNDERCRTUND UPLITES HAVE BEEN PLOTTED BASED ON UTILITY NAPS.CON SRUCTW/DESISM PLANS.OTHER INFORMATION PROVIDED BY UTILITY COMPANIES UTIOLITES,AS FIELD MAI HOT REPRESENT ACTUAL FIELDER Rf/L/✓ER�ANf i0 CONTOMACT ALL UTILITY COMPANIES TFOR FIELD LOCATION OF II S IT IS THE UTUTES PROP TO CONSTRUCTOR - //I//� ff✓ c 4 z ALL UTLmES.BOTH UNDERGROUND AND OVERHEAD.SHALL E __..— OU 9j� COH MUCTIM PERIOD.EX.PTR AS EFOORRD THROUGHOUT PUNS TIRE THE CONTRACTOR SHALL BE RESPCNSBLE AND LIABLE FOR ANY ID,OR INTERRUPTION OF,SERVICES CAUSED BY Y THE 1HE CONSTRUCTION. JA ----- S. THE CONTRACTOR SHALL CONTAIN HIS CONSTRUCTION — —YY"`= OPERATIONS WITIN THE R.D.W.AND THE PROPERTY BWNMIES _ -— . . B_..._ fc_ '--'— THE SIE E CONTRACTOR SHALL NOT OPERATE OUTSIDE AREA MRTOUT 1NE PRIOR EF04RESSE0 C OISENi O!P_ OF THE PRIVATE OILIER OR ro OF S uCHAAS s W_ ___- _ VILLAGE AGE REPRES ENTAnES - OUTSIDE THEE LIMITS WITHOUT THE PERMISSION OF THE $$ _._. a ALL E THE RESPONSIBILITY OF THE CONTRACTOR RFPRESENTATI -- _ c. S. RF ADVANCE Of CONTRACTOR 15 TO NOTIFY WATER USERS 24 ICE IN ADVANCE F MR WATER SHUT ON'AN. MORE NOTICE YAT BE ---_ � REWBED FOR NAAq CONNECTIONS. 6. ALL SIGNS IN THE PUBLIC RICNT-DF-WAY$HALL CONFORM i0 NUTCD. N ASPHALT SD F 'ON FROM STATION 3+75 TO INO D HA E 1 1/2'OVER LAI _ o x e. _ ALL EM£R AND WATER DESIGN IS BY MCLAVCNUH WATER AJ - - ONLY F ENGINEERING LTD. ANY END I AND WATER REPRESENTED IS ONLY FOR COORDINATION AND IREEANCE. L-_ B. WATER FEATURE DESIGN IS BY BRIGHT WATER ENGINEERS.NC SHEETS W -I TO a WATER FEATURE SHORN IN CIVIL gUANG FOR GRADING PURPOSES AND CCMDINATIM ONly 10. PROPOSED STRUCTURAL RETAINING WALL DESIGN IS BY CTL THOUIECN. STRUCTURAL PETAINING U.S WA SHOWN IN DRAWNG TO INDICATE INTENDED LOCATION AND HEIGHT. EE BUILDING STRUCTURAL PLAN FOR TOP OF PAWING >S -- 'I STRUCTURE/PLAZA ELEVATOMS. 9^S PROCEED ASPHALT ASPHALT To BE REMOVED t ` C°S,S PROPOSED CgICRElE BUILDMG E - -� DECORATIVE caMErE FINISH _ � - — CXXXFYYJ PRIDED RETAINING WALL = — PROPOSED STRUCTURAL RETAINING WALL F,l 4W w E-1C 20/ryG Irk \i M =7S 6.SSA FS SO[D/NG D L QUILOpyG C — ETC GRAPHIC SCALE C T UTILITY LEGEND r 6/as/DO FINAL SUBMITTAL _ NO OAT£ R£YISION _ I B E%ISTNG OVERHEAD ELECTRC —E-1-C—E-T-C PROCEED ELECTRIC.TELEPHONE 4 CABLE EAISTNG VNOERD OUNO ELECTRIC c—G PROPOSED GAS SNOWMASS VELLAGJE. COLORADO EXISTING GAS _._.-......_...- 5S PROPOSED$EWER SERVICE THE TIMBERS EYISIWG EMR AS PROPOSED WARR SERMCE EXISTING WATER --- --- FS PROPOSED FIRE SERVICE CLUB AREA SHALLOW BURIED UTILITY PLC EXISTING TELEPHONE EXISTING FIRE HYDRANT oFRIS ENGINSSRINC, LLC PROPOSED FIRE HYDRANT IYIL CONSULfANT GPOED EVER MAIN " PROPOSED WATER RAIN W PROPOSED wATEP VALVE sOx RAIN STREET.SUITE AJ DVS.]'TN CX. F)LS No. SN6d cARBONDAL403B,°" BeFOO.or C15 m pom (970)Joa-mn DR. NAB DATE G/08/Oo I} .n: �G!•l� P✓r�4��*t�yy� 4 }` • f s �` p m e4 rd r tti*"�i ■ BONN �� y4Y fix wl t I Z ' Y Y \ I eUR/E9 �>qTl/ / BY ��<E_ / / / CK MuERAL uoreS //I//' 1. ME LOCATIONS CP NUDEA0RWN0 unUnER I BEEN PLOTTED BASE D IC UTILITY MAPS CONSTRUCTION/DESOM AN LMAnON IL 11 LTLtt CONFANIES AND OTHER EELD LOCATIONS IN MILE I NSTANCES THE M UTILITIES,AS SHOWN,MAY NOT REPRES ENT ACTUAL FIELD CONTRACTOR CONpTNS. li IS ME RE$PN901LI1Y OF WE CNiRAC1M i0 GNiDi ALL UCONS COMPANIES FOR FIELD LOCATION OF TO CEEB PRIOR 10 CNSTRUCIIN. - _ E NAIET NEDSINBCONPNVWS SERNGf PIRWGNWt MC ENTIRE W GJ / M1 Ni y j WE CONT AC PERIOD, BE RE AS NOTED AN ME PINS. OR Y q1 n N INTERRUPTION V,$ERNCf$ ME CNTRACiOR SHALL BE REWWSIBLE AND LIABLE FOR ED DAMAGES L0, U CAUSED B ME C SWUC 0 ]. ME CONTRACTOR SHALL CONTAIN NI$CONSTRUCTION ' / /O / / OPERATIONS WITHIN VA WIN OM RCw-ASH THE NOT MCRY BWNORIES 9 / Ci WE Sllf, ME CNTRACigi STALL VIOL EXPRESSED / - c e / N THE PRIVATE OWNER ON IOW E PRIOR OF MG CGS LN$ENi — / _ `• VILLAGE REPRESENTATIVES. l NT DAMAGE TOP ITS WI HOUT E BY ME CONTRACTION THE Wi510E OME LION 15 M OF OR PFRMSSIN OF FRE WILL BE OWNER N iSIBT OF SNOW ASR VILLAGE REPRCSENTATVES WILL BE ME RESPONSIBILITY OF ME CN11iAClOR R EW AN HOURS N WATER SHUT DOW MORE NOTICE MAY ADVANCE OF BE 07 ///- REWIRED FOR MAJOR CNNECTINS. _v_ ___-py / \ R. ALL SIGN N ME PUBLIC RIGHT-OF-WAY SHALL CONFORM j� 70 UUTCD. >. E%ISTINO ASPHALT TO BE SAVED N FARAWAY ROAD .•aRMMMB1Jl MN STATION 3+75 70 11+30 AND HAW 1 I/3'OVER LAY. _ 8. ALL SOWER .LT WATER DESIGN 15 BY WATER RELIT WATER AND ONLY FOR COORDINATION MINOR NACER REPPESENIED IS 1+EA EMErvr_ PA•ArJ/ 9. WATER iWWE-1 DESIGN IS BY FEIONi WATER EIN OIL$.INC SHEETS DING i0O WATER COORDINATION$NMI IN CIVIL DRAMNC _ iN GRADING PURPOSES AND COORDINATN ONLY. _- 10. PROPOSED STRUCTURAL RETAINING WALL DEAGN IS BY CTL THOMPSON. $iRUCNRAL RETIRING WALLS SHOWN M NAMNG -- i0 INDICATE INTENDED LOCATION AND HEIGHT. SEE BUILDING STRUCTURAL PLAN FOR TN OF PARKING _ STRVCNRE/PLAZA ELEVATIONS. PROPOSED ASPHALT ® ASPHALT TO BE REMOVED PROPOSE)LNNETF ® ® DECORATIVE CONCRETE FINISH uW>'YXJ PROPOSED RETAINING WALL PROPOSED STRUCTURAL RETAINING WALL /� �/�� GRAPHIC SCALE YX E mPe- so n. I —7 / ILA ✓ ( � � � '�/ �/ l �T � �l FINAL SUBMITTAL 1. —- - _. NO DATfi RDYf5I0N _ d E-i-C--E-i-C PROPESED ELECTRIC,TELEPHONE k CABLE G—G— PROPOSED GAS SNOIglASS VlL GE. COLORADO ----. BE PROPOSED SEWER SERVED THE TIMBERS ___-- ITS PROPOSED WATER SERVICE ._ FS PROPOSED FIRE SERVICE EMPLOYEE HOUSING AREA EXISTING FIRE HYDRANT oPRis ENGimsitINC. LLC SHALLOW BURIED UTILITY PLAN PROPOSED FIRE HYDRANT IVIL CONSDLTANT PROPOSED WATER VALVE 503 MAIN STREET,$L17 AS DDS.YTN CP. FILE N0, I SNde-A CARONOALE,w elam BeFOO.ot 1_ C16 (wo)RoA-mn DR. NAB DATD k/DB/00 �XM FA.2N9q, S/n_ 0 °FP CgrHHgry �gc�iJ�l/NF � 4y s°j 4 taer 1 4p.� R 4 �Pr b I � `J°a / i B CULK 1 404 NT �QJ`COy.A s t EO °R4T 4i ° R�w qr°s��ORaN / s / "'ryc w �v�a4�F cW rpFz /CAS/ON °E°TECCq CNR DETERMINED BY m DCA AQTYCc LECTr 22 r = E "S""DRI/N M HI Dd9fCNdD RY SRMRCR sp'IMGNddA. I If'DM/N PfPI PAPS" rIA IAOY SAS SUA%CI K rAl \ (OA SItI BPdC/I/ID BY BO/L3 lNGNlePJUI� IPIW.OMICC A"THII'ARRINC H ASSAO, VNOIR PAS PIRONC P.RmN"a CCbb fA,,"THS A..ANDS AS..IN TAd HATIR TROY TYl..I ITI 10' ONOIR GROUND SI .. TRe TYDH O/ R-106 \ �- COL4CTOS R/LL Tle INTO I RfNDLa N'P/PI SANH SRLLL Ae YNMIS PNISTIC M/A/ORell NSW",SOUTH RILL 0/fAd DIAR/ND \ �_ STS DOW".. 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TYPE IPG oft DRA/MOI GNAS OP DnMMRT$/dd TV \ lemu RT). vex.41,R//2 MET A I' JNTAASeCr AT TNS MYe Mr O/PIPS CIS sv"v.I u•Dmd nu CONYIY Am A"RATM r 4, \ \ l PAIr paD s-mT Ar mr aDU OT A I.11"A Ill/ouxan➢N AWN ALONG Z ljr. rea MCR RAu o/rel v1M/x1 xRULTUM 7. S •�' WD I'PIMOMRO VND"PARDO DMM Y ({A. .(r SYSTHY R/u CAPI ANY RATIR THAT ANY yp OMOR PALO,THA TMNCH BARI PIS UHOIR f1 Y /L S.OM/NP IM SHOW AT 40'BARGING AND SRALE RVN AT PB%4LOPd.6If OMfMCI DEL/LB/OR CROSS MCIION MY "OAD/NATf I➢ TIM YACHW/GL PASIDN/OR INTIMIMNCIS. 2-YANK DRAIN AT I% SAM/OVNMT/ON W0 V"AR TWOR BRAIN -- SLOPE TO SURFACE AT SYSTIN PDA US IN" TEN LI"FRANCE DRAINAGE DITCH DM/N INPR JUST NASTY,OF TRI DARTING 1 j I` 'YiW TOD R AT IS DrtuuncE aTw ' \_ q V ROPE i0 iVRrACE Al 4=fM yT n N � �J ",tv -� - 4•p ro BNCN _._._.__ k alfRy�%4N -- pNgf,�O Zp^- • _ _ EXISTING NNiOUR- 2 FOOT IOtO� E%ISTNO CCNTW0.- 10 FOOT Y •' pt ��qJN e p PROPOSED CONTOUR- 2 FOOT(SITE GAB) PROPOSED CCNTWR- 10 FOOT(512 1010) J S, Si( %87.42 PROPOSED SPOT ELEVATION 4AAJ RD PROPOSED ASPHgi ASPHALT TO BE REMOVED // S4CQ'M QO f OF4�n��N ,T yI�J��JOe � PROPOSED CONCRETE f0PD CPC °R Oy�sM D f SD PROPOSED STOR.GRAIN MAN NCLE O 4�7 I °f DRAIN PIPE \0 1 ox SLOP GRAPHIC SCALE O 1.OR SLOPE AP d THAT) h- m It L.1_--_ I___-_ --1 -- DEAN PIPE((.PICA-)LOCATION AND ---- _-._ _. 92E TO BE DETERMINED BY B_IB/oe/oo I FINAL SUBMITTAL WAS MOTECHwuL EN&NEER. No] DATE REVISION___ _I.BY SNOITNASS VILLAGE, COLORADO THE TIMBERS FOUNDATION DRAIN AND STORM WATER OPRIs ENGINEERING, LLC DRAINAGE PLAN IDIL CONSULTANT 502 MAIN$rREET SUITE A> DES YTN CX. FILE N0. SHEET CWSMDALF co emv C17 (0707 7a-on OR NAB DATE 6/08/00 88100.01 74" C LVfR7---�_ - auk • l 11 - l l �Y � A A 3� .o lI VAv ae�a t wa \ � z l A paL M poi 9i b Ck� -�\� may' �aNOn� i � ne•;p. \ v��•�c2�°�,� ' " ? ���� l—�_ � cue _ i _ U� N \ � K � L f I W NFp _ sale. x RJ20NTAL 1'-30 —y7�—__ IRTCeL r= ,o /�/ ✓� ly �\ 1 ✓y\� \ 960 — ..___ —. . r._—. - _ _ �Ir { cgsnRa 6nouxo•r cearz L D� 4N eF1 44 0 � \ J 4fPn n(L Pk' Y L n4 °s- n g i I'm — s+oo �c GRAPHIC SCALE R., ) Lmm L ,y I � I 1- I � I -- PROP __ II SED FINISHED GRDUxO A cEN1ERUNE ', r __ -_ —__ __ -- � EXISTING GRWND AT CF:ViERLME - \ 8 y FAI AWAY R0ID C EINLEiS AND DRAN IRE INio $i M TE INLETS AND DRAIN AS `J EE WYµHttE PIPE INTO EMON PROPCMD ROW UNE AT CEN7Ej LINE DRAIN MANHOLE PROPO ED WATER MAIN SEE DETAIL S. r64 ELEN 944.55 �—---- 18'MI IMUM CIEARANCE BEIMEFN WATER MAIN AND a5'RCP TM REWIRED - 4400 5r00 6r00 vroo I 5/08/00 _FINAL SUBMITTAL IyA NO DATET - REVISION I B. SNOYYASS VILLAGE, COLORADO THE TIMBERS / 48" STORM DRAIN PLAN AND PROFILE OPRIS ENCINSERINQ. LLC Iql CONSULTANT 502 MuN SmE[r,SLATE AJ DES. YTN CX FILE N0. I SHEET CARBg10ALE,CO S SA£ET 00/00iu24R 1623 DR YAB O/ 9B/OD.BI Cl V R8 • y .8g R IIDS N II Li frog SCALE mmlzbN AL 1 'JO - - _ PflW 4D ELOW LINE AT CENiEp LINE f.W Nff 55 N� MR se r. 4F MA/N_ r --S —e1 _ - + 4 � BUILDING E fi \_. 0 j � A t°z 4N ` a r 14- 7F` 14• ---_---\ Q� J BV�(DNyG L rt'f +� Ot7tI N AN . +N i t _ � I I S BUILDS � � A WLC,- • J4 I- BU/LDOv G _ I Op ] 9 AI If Sig a [ F sr T1e.ADS- MW q •.W gy ��§W •.m -_-T _" gU1lDIN� F `i w GRAPHIC SCALE PMKING SMUONRE WILL AND fWNDITON 1 E`✓ 12'OKRfLOW PL-803 � r I•rixrYVr rov]n a2yY Y�N,u� �� L ny 19p u RTY�ICI �k'PR�CN f s2 R-o5e' ORA" II-PRW 5/.NO TANK I i]NK 2 I•.]' AND oIL WM La E is --n wE ix 15'DIOS$ CWNECTM - - R ES.B �T �3Z J'GRAIN LINE .— 1 /of STORAGE TANK DETAIL � FI �5/OB/00 P/NAL SUBY/TTAL IYe. N.T.S. INOf DATE I.—._ REVISION__ _J.B] SNOEMASS VILLAGE, COLORADO THE TIMBERS YARD DRAIN AND IS" STORM ORR/S ENGINEERING, LLC LINE PLAN AND PROFILE /Y!L CONSULTANT _ 502 MAIN SWEET,SUIT!A3 DES.YTN CE. FILE N0. SHEET ww poa.n. MRRCNDALE.CO 81823 Clp n z••a •io]• usm>-.zsr (07D)104-0311 DR. YAH DATE 6/OE/0a 98100.01 q ��® YY ot MAN +� l f 10 owl... �'�0. �i MIST SRNCWRE AT 0.09 ROAD STA.2l80 INLET STRUCNNE AT CLUB ROAD ST0.I+44 LAATE 8.4.0 rvWND.10.0 CRATE.708 FL SI L! 1]'bS-xl2i�a M Oi.11"A05-NtR W EL� 66.6 iANN 3 Q 24•CRAIN LINE 8'qA. TOP. SB.O C SCALE 2'oaAlu uuE n�.P tt:«+w uuE n.s6s a STORAGE TANK DETAIL NJ s. -� - SCALE: AIZONTAL 1".30' gppQ 3 RTICAL 1" 3' !I . Y G a'N"'R pppppp PRCPO EO llO LINE AT CENTER,LINE ---u; IT S p y Ay �.A T•R Nw Y A Y � E $ T 1 _ 1 I 6 OB DO FINAL SUBMITTAL Ir NO DATS REVISION 18 SNOMMASS VILL.IOE. COLORADO THE TIMBERS J 24" TRENCH DRAIN PLAN AND PROFIT OPRIS E NOfNEERINO, LLC 4 0 0 IVIL CONSULUNT -- - 502 uuN STREET.SUITE A3 DES. TTN CE. FILE NO. I SBe'e/�- CARBWOALE.CO 61623 pDIRD.Di C2C 4 Iro/�MM2.wR •-1-zr u.rz n�En (®0)n-D3n DR. MAD DATE 6/06/00 _—RS s erN � Pcao�r ensnu�nsr�< 24" c t uE r -L_ say a, CJ — ✓a _ Sari R f / \ L 1IC SCALE w • a n p gg 8 8 \ \ VA, 6 Elu ROOK MAN x IN F F Id M LINE AT CE_NtT[tIIN INC i.m P »m »rtla erw arNW f 5/08/00 FINAL SUBMITTAL IY NO DATT E REVISION _ �By SNOSYASS VILLACS, COLORADO THE TIMBERS OP 15' TRENCH DRAIN PUN AND PROPR.E JJJIIII R/S ENCINddRINC, LL C 0 o ML CONSULTANT sot NAN sWEI.AINE As DES. YTN CS. flLd N0. I SHEST wim pa.be.e.v e t as CARBMD LE.CO$1623 C21 lrsw p,m (slo)2a-om DR XAH DATE 6/OS/00 88100.01 / SOµ ° p6 r D �0 >o w 'D r I g�Tw a^SE 3 row ° e0 eep� �3 o �E l0 1 8 e w f'$ee O e�SE ee Bp e t^ � v � � � Iii✓�-Y - � � � , � ��Z�;c; �- � \ \ \ 4b —; -A i i , IOW PJ BX� J PJ1 GENERAL NOTES. 1. ME TIED BASED 6 UNDERGROUND UTILITIES NAYS BEEN PLOTTED BASSO CN UTUtt MAPS.CON51 UCTIXI/DESIPA PLANS,T AL INFORMATION PRONGED BI VANITY THESE Ui0 ACLUAL SHLO LOMAY NOW SOME INSTANCES. MESS NDIFO 5 IT OYM� NOT REPRESENT THE CO FIELD [gJ01PCN5 li IS MF RFSP WSIBILILY Of ME LONTXACTM TO CONTACT ALL TO UTLITY OW CAPCN PAMES FOR FIELD LO OF b I UTILITIES PRIOR CONSTRUCTION. p 2. ALL EDSI BOTH I UNDERGROUND OUS GERM AND OVERHEAD,SNALL BE I CON MAINTAIN CONSTRUCTION IN KROO,WS SERVICE NOTED ON THE ENTflE II AS CWCONTRACTOR C PCRICOLL%CER CN THE PLANS. --'- - -' -- �-- PTCN Ci YRNCES _ THE SYA B RESPONSIBLE AND LIABLE _- __-- _ - FOR ANY DAMAGES i0,OR INLERRV --� _ -- __-_ -- �' _ CAUSED BY ME CWSTRVCIIW. _ / _ TUNA OR WHIM R 0 A.A HIS HC PROPERTY .. OF THE SITE,E MME OH RO.W.AND PROPERRATBWNDRIES ®��`\ = E L M CTCA SHALL NOT OPERATE II A _ —__- OF THE PRIVATE AREA ER ON O OF S EXPRESSED CONSENT VILLAGE REPRESENTATYE�TOWN Cf SNOMAA55 11 ry _ X. v A O PRIVATE PROPERTY BY ME ON OF THE ANY MADE i UNITS AN V OW PERM155CN Cf MF 1NESE _ PRIVATE THE R OR i0M1 p' F THE O TRACTO 0.EPiE5ENTATYFS �.. -_-..�� __ _ _ MLl BE ME RESPCNSIBILRY Cf MF CWiRACiCA. R - S- ME CONTRACTOR 15 i0 NOTIFY WATER USERS],HOURS IN - ADVAHCE OF ANY WATER SHUT MAY BE REQUIRED FOR MAJOR CONNECTIONSN NgVE NORM 6. ALL UTC0.N1 ME PUBLIC RIOH1-OF`-WAY SHALL CCNfgtN II /. ). ALL EXISTING ASPHALT THAT REMAINS TO HAYS A MINIMUM OF 1 1/Y OVERLAY. ALL SEWER AND WATER DESIGN i0 BE CWipNOATCD MTN 1pl ACLAUGHUN WATER ENGINEERING,LTD. ANY SEWER AND WATER 1; REPRESENTEO IS DAILY FOR COORDINATION AND INTERFERANCE REFERANGE.FINAL DESIGN MUST BE CONFIRMED. + T> • BU'L j v/ 9. WATER FEATURE DESGUWAT R FEATURE WATER W ENGINEERS,M, GRADING WA-1 URP TO,. WATER FCANRC SHOWN W GRAMNG FOR •1 /�/%�'- OETWL50 MUST BE OWfRME DINATW WLV, ANAL L£9CN AND e BUILDING E7 / J EXISTING CONTOUR- 1 FOOT ' EXISTING CONTOUR- 10 FOOT i PROPOSED CONTOUR- R PWi(S11E 968) PROPOSED CONTOUR- 10 FOOT(GTE IOIO) XO)AI PROPOSED SPOT ELEVATION \ PROPOSED ASPHALT ASPHALT i0 BE REMOVED E BRS OT W A N, B Y � PROPOSED 4CdCRE1E 1. ,� _� • -ALBS SAY 1 DECORATIVE CONCRETE FINISH PROPOSED RETAINING WALL 0AMAMBIAGBI PROPOSED STRUCTURAL RETAINING WALL OW ow' O / iAA Itt / J r - c GRAPHIC SCALE (nL rrcE f LVti�ILD LM- T L Ives. RD n VISION _G1/Au RdYISION ]BY �_ - — \\ SNOWMASS VILLAGE, COLORADO _ _ � THE TIMBERS CLUB AREA RETAINING WALL GRADES l OPR1S ENGINSdRINC, LLC l o IYLL CONSULTANT _ —_- sox NMR STREET,wltE AJ DES.YTN CX. Flld N0. SHEET CARBWDALE,W 81SD 88100.01 C22 wM/Ao '.a Up 8 H-s+ .'1 o.a1 (S)0))O,-DTI DR. NAB DATE 6/08/00 I P i ju L I � 1 °m I I � � � ( •P ' J II � 3 I � \ 30\ \\ \�. m m , r F Lj Will i o / 1. THE LOCATIONS ASE a UNDERGROUND MAP ununTR NAK BEEN / PLOTTED BASSO FO MATON MAPS,M BY UTILW/CWPFA PLANE DdLR VIEW LOATON S IN SIDE eIN uAUtt IVES ES D ACTUAL S-OPEN.LOCATIONS lu SIRES INSTANCES ACTUAL FEW CONDITIONS AS IT ISM1.MAT NOT REPRESENT OF AONAL CONTRACTOR TO CONTTAA<eu IS ME RY COMPANIES FEW FEED LLOCLndlrOF UTILITIES PRIOR TO CONSTRUCTION. 2 ALL UTILITIES,BOiN VNDERGRWND AND OV£aN[AD,SHALL BE 9J0 MAINTAINED IN CONTINUOUS SERVILE T1RW W Wr ME ENTIRE CONSTRUCTION PERIOD,EXCEPT AS NOTED W ME PLANS, ME CONTRACTOR SHALL BE RESPONSBLE AND MABLE FOR ANV DAMAGES T0. ININTERRUPTION of,SERNCEB CAUSED By ME CONSTRUCTION z ME CONTRACTOR$NA¢CENTER HIS CONSTRUI OPERATIONS WITHIN ME R.OW. AND ME PROPERTY BWNDUES / / / // // / / OF THESTE AREA CONTRACTOR SHALL NOT OPERATE cpISENr OF ME PRIVATE OWNER OR TOM OF SNOWMASS mumE REPRESENTATIVES L ANY DAMAGE To IMIATE PROPERTY BY ME CONTRACTOR WTSJDE THESE Ow7S WITHOUT ME PERMISSION OF ME PRIVATE OWNER OR TOWN OF SHOWMASS NLLAGE REPRESENTATIVES / //. // i / / / '/ WILL BE ME RESPONSBIUTY OF ME CONTRACTOR. 5. ME CONTRACTOR IS 70 NOTIFY WATER USERS 24 HOOPS W ADVANCE OF ANY WATER SNOT DOWN. MORE NOTC'F MAY BE REWIRED FERNY WAER SHUT DOW e_ io MV icolN ME PUBLIC RmNN-Cf-w1r-ALL CONFORM T OF Ei EXISTING MAT REMAINS TO XAE A MINIMUM I2 EL B -GT / / / / / i e. ALL SEWER AND WATER DESON TO BE CWiONDATED WITH $' J - - - _ // , ,/ / / // REPRESENTED WATER O YFEW COO L10 MY SEWERµD WATER REPRESENTED IS L DE GN UST B NAPM MED INTERFERENCE RESERANLE. FEEL DESIGN MUST BE CONFIRMED.RATE FEAMPE P O9 RARAD C D COORDINATOR WWN CESW AND DRAINING FEW L DETAILS MUST BE CONFIRMED i / Ee Si NG CCNTWR ]fWi IG10--- FXSPNO WNIWR—to fWi PRDAI CONTWR z FOOT(ME See) - yw/�q \ / / 1 / �� PROPOSED CO~ 10 FWT(SITE LOO) �; Xeaaz PROPOSED SPOT¢EVenW / l PROPOSED ASPHALT AyNAli TO BE REMOVED PROPOSED CONCRETE \ _ r.. .� � DECCRAnvE covcRES nwsN PROPOSED RETAINING WALL PROPOSED STRUCTURAL PETERING WALL / f \ I - I � GRAPHIC SCALE C v / 11e/5011 FINAL SUBMITTAL �� NI DATE REVISION I o: ' SNOMMASS VILLAGE, COLORADO THE TIMBERS EMPLOYEE HOUSING AREA oRR/s ENCINS8R1N0. LLc RERTAINING WALL GRADES ML CONSULTANT 502 MAN STREET,SUITE A5 DES.YTN CE. FILE NO. SNSa- CARBCNDALf,CO 816]l VXToo Amnae.a a-�o zv usx c�a, (w0)vw-Dm DR. MAB DATE 6/ae/DO 90100.01 1 Uc� Pawu YArrn Pnv M lv uarrox I" wu A sq A al.r 1e +I•seueD YAxaou rota M, s'(rrPJ r uun a•x a a- DO'SO eon nrs tyre) muu urre Ix uD +. AI.I• rut 8, +o• urx�➢xcu roxcNrra rovan urxroNC.Ux l MISA I e ueAN r a a usAn s-x Bore urs sore r rs(rvv) '�I r Ir ncv aD-uv sousu uxc a rxurs +' + ro ueu — — Doueu wxc Ar aarrs FRONT u•anus YAexnu owl SIDE 111x.r 11 a-enl-v Da lym"A 3VIEW ru Ixro roxcnerr ae Sreu Alt MWND M MV. GENERAL NOTES COMUra UC, er C US A ON e. INUr YAr Ya cASrax-Pact u Punsr. STIPS SWU er PSOVIDth IN AMOSDANCI WITH"MM YIPSlm"OVTear WWION W A-A 1.io one aA wNrD uirrrivr lannniMn i uawr-anst0a. rrrve ui Anni'sioes. ml, ALL JOINTS AND SnYS M ea M6 A MJ S/ Y HEAD ID.... CONCRETE DIVERSION STRUCTURE N.T.S. Gf-! I'YIN/YW CROSS-SECTIO AND INTERCEPTOR_ L—4e• I �Ie• re' 1 rre•a° FPE SIZE k ELEVAEGN 1 yiE Y ELLVAnW AS SXOM:W PLANS ~— 1 �SHONN Cry PLANS �— r8• �Dyy �NY -.DART RECESS MANNOLE II' DO 1/B•TO I�I• DOWN L(RTCAI ANCIE BELOW EINISX GRADE 1S4' ASPHALT BT MARK LID'STORM' iI'CI.Y.H. CASs IRON pi ALUM. e( AND k LCCKMC COKR MNLY I\ YANXCIE STEPS, RnCAL S LANDSCAPE LINE AT In"o.c.MA%. BASF CWRSE M— ALLFANTS I.AM MC BASE CWRSE J REINFORCED CONCRETE CRME RINGS(MN) 9 Mill n'Wl,lt RULE_RINGS(MIN.) CASI p!OR ALUM. MM 8 WALL j YANK IT STEPS.ROV110I S. OVER 91ELf M YfRTCAL EF UNE AT 15"o.c.AM CEKTRIC CONE M ECCENTRIC CONE RDNEMLEMENT REINFORCEMENT (ASTM-C 4]8) E{ (ASTI 4)8) EIf9BLE PLASTL$FAZING WPWND(RAIN-NEIQ AT REXIIBLE PLASTO SEALING h CWPWND(RAN-NEH)AT ((�//)� Au+DINTS le'.-MI 13'ADS-N12 15"ADS-ul$ 4 CWCflEIE NIX iW MANHOLE N'ADS-N12 I 1 1 rflW S'41N CONCRETE T .CATER CONCRETE BAY CAST IN PLACE H N ' BASE flEBAR-14 O IT OC (]W]P51 MIN.) EACH WAY.J"LLEPR fAW 9"MIN GRWND -T STORM DRAIN MANHOLE A3 AND A5 DETAIL BASE WAYEl.N0 1Y CC WITH PIPE AT DIFFERENT ANGLES EACH WAY, J•CLEAR IRW GROUND H.i S. DRAIN_ MANHOLE A4 DETAIL N TS. n"MIN. Y SLBPf - ex stoAy �t eRIA INr I eC,f r O/PCx f4>.e• 1NG 4 MIN. SELECT MATEEKI ODMIACTED TO 05%STANDAR D PROCTER BASE GLASS n AGGREGATE BAR CWR SF 1i RAIL-AND DRAINAGE DITCH DETAIL TRENCH CROSS-SECTION FOR N,.S ADS OR CMP CULVERTS N.I S. I ){OeR MIN CR05R efCflON / 16vimOI FINAL SUBYI]N I III -- �O7 DATE J -- REVISION _ - I B) wra r• tT SNOYXASS YILGCd. COLORADO - „ THE TIMBERS •=err usf GOxxar,ksPrR w0 rnarfvrnox yvNl fAC/N/f R'S bCVYYlNOI11PN DRAINAGE DETAILS OUNDATION, FLOOR DRAINS opmsENOLNSSRINC, U0 NDER PARKING STRUCTURE FLOOR ntL CDNSRLTANr x 15 W2 MAN STREET SUITE AJ DES,VIN CX FILS NO SRgSdAT CA..WDALE,CO 81623 PS IOD.OI CNT .mrw ee+. w.,A.n, (NIO)iW-DJn DR NAB DAT66/08/00 1.5" T B I FGENO FOR RAN 1.3' 1'-6' LE{ND FOR RADII B t t/2' 8• A a' ts' n A• P—O O W R ME.CONCRETE �o 00,QO OC OO STRIP ILL 1OP501L SCARIFY AND RECD ,X 5'CLASS 6 AGGREGATE BASE 5'CLASS 6 ACGREGATE DAM SUBGRACE A MINIMUM OF B'DEPTH TO 95[ CWRS[COMPACTED i0 95E COURSE CW PACTED TO 95i STANDARD PRCCigt. STANDARD PROCTOR STRIP ALL TOPSOIL SCARIFY AND RECCMPACT STANDARD PROCTOR SuRCAADE A MINIMUM OF a'DEFN TO 95S NOTE: STAND AIA PROCTOR. t REPLACE EXISTING CURB TO NEAREST JOINT NOTE'. I.INSTALL EYPAN4EN JOINTS AT 2W SPACING 1.REPLACE EXISTING CURB TO NEAREST JOINT J. CCNSMUCIION JOINTS TD BE LARY 10' $.INSTAL EXPANSION JOINTS AT 900 SPACING J.CONSTRUCTION JOINTS 70 BE EMERY 10' 6" STANDARD CURB 6" SPILL CURB N.i S. a'.i.S. 6'(TYP) OR I SHOW OR 5' P9 CONCRETE AS 511ONH F18ER CROSS MOPE(TYP) A•TW.9DEWALK �AOW PSI CONCRETE TOWARDS ROAD. ASPHALT I ' ° •P0 •� • Sp mo P STRIP RL TOPSOIL SCAgITY AND RECOMPACT 6 CLASS 6 AGGREGATE BASE COURSE O a O pA55 6 AGGREGATE BASE COURSE SUBGRADE A MINIMUM OF B'DWTH TO 959 COMPACTED TO 25%STANDARD PROCTOR -- COMPACTED TO 95%STANDARD PROCTOR STANDARD PROCTOV. STRIP ALL TOPSOIL SCARIFY AND RECCMPACT SUBGRADE A MINIMUM OF 6"DEPTH TO 859 NOTE'. STANDARD PROCTOR. 1,DRIVEWAY AND SIDE JONT CONCRETE TO»AGE A BROOM FINISH. 2.MSTALL CONSTRUCTION ION S TO AT AR AACMG A RREPLACECE STIR 9CEWALR TO NEAREST JCANT LK.1/1 DEPTH OF AAB SIDEWALK W/TURNDOWN DETAIL CONCRETE SIDEWALK DETAIL NTS N T.S. MATE PAINT 6frn)� E In ASP» T NOTE: 1. STOP DABS TO WE FOOT MDE SSOLD YMITE PANT PEDESTRIAN CROSS WALK NTS A'CLAn 6 ACOREGATE BASE COURSE COMPACTED TO 959 STANDARD PROCTOR STRIP ALL TMSIXL.WVPN AND RECWPACT NI "GRADE A ANW OT 5'DEPTH TO 959 STANDARD PROCTOR. ASPHALT PATH SECTION N.T.S. TO`WALT ELEVATION OS o� BASE WALL ELEVATIONm e o' Y O BRUSHER rINCS y TO+ N ANWLAR BO LDER5 IF S'CLASS 5 ACOREOATE DAM COUOSE BASE SH J FT u.ul INSTALL POYSPUN}Xl COW..TO 95X M STANDAPD PRttTCP TO BE APPROWD BY 7. WEED CCNVR FABRIC NOTES'. I)ME PLANS FOR IN._ DO APPROWD EQUAL 3)SEE PLANS FOR 11 DEPTH STRIP ALL TOPSg1 SGMFY ANO RECOMPACT J)SEE PLANS FOR B. WBGRADE A MINIMUM OF 8'DEPTH TO 95% STANDARD PROCTOR. GRAVEL PATH BOULDER RETAINING M].S. .,TS LAN ASPHALT PATH DRIK LANE gVIK LINE Bus STOP a. ME CETAR sDCwAU( mi a'sBOVLasM r AsvnnLl SEE DETAIL .. M/J' M1TIi FIBER MESH CRETE 4. J\o+ SLOP vAbcs 2.1 LANDSCAPED 2.0� MANAGE AREA c•.. 6'CURB II 6' A 6 AGGREGATE TO 9 COURSE STANDARD IROED BUS SiAi DECQ'VATK CWCRFIE -- iD 95S STANDARD PRGCLIXi 'CIASS 6 AGGREGATE STRIPµL TOPSOIL SCARIFY AND RECWPACT BASE WORSE CMPA.QD WHORADE A MINIMUM OF 6'CEPTH TO 951. 10 BSL STANDARD PRCCTM STANDARD PROCTOR. TYPICAL STREET SECTION FARAWAY ROAD WITH BUS STOP N.T.i USE SPILL CURB WERE DRIVE LANE E. VDEWALK NOT REWIRED - SCE.LA J'ASPHALL SEE OVAL 1" 4000 p51 CONCRETE PARKING DRIK LAW 3- N FIBER MESH IIR/aa II.O' II.O FINIS �'Df 1• IINDSCAPFD AREA 9wd8 ?.I SLOPE MA... a.0 J SLOPE vIAR1E5 ASPIIµT pAT1 BASE 6 E COMPACT SEE DEtAII BASE COURSE CR.PROCD a'CLASS 6 AGGREGATE TO BSt$TINDMD PRCCIpi BASE%COkIRV STAN ARD COMPACTIET PROCTOR 6'CgILREIE TURN WNN TO 951L STANDARD PROCTOR STRIP ALL TOPSOIL SCARIFY AND RECWPACT SBGRACE A MINIMUM OF B'DEPTH TO 95% STANDARD PROCTOR. TYPICAL STREET SECTION EMPLOYEE HOUSING WITH PARKING N.T.S TIaI 8' 8' 9' SHOULDER IE' LANE lP' ILANE IY' LANE S' SHOULDER 'AMHµi STRIP I11 IOVSOL SCARIFY AND RECWPACT SBgUDE A MINIMUM M 8'DEPTH 10 953 S' CWP CLASS 6 AGGREGATE SE SE STANDARD PROCTOR. BA COURACIED TO 953 STANDARD PROCTOR FARAWAY ROAD AT PROJECT ENTRANCE CROSS SECTION NT.9. a• H, ,MOOD CEOK HHMD RNL REQUIRED W IOW P51 CONCRETE r BUS SiGP MN FIBER MESH DECORATIVE FNISH 6'STEP WNN BRUSH CREEK 3 MOENED WALK S AT MIS SHELTER E4STNG ASPHµi — FQR A LENGTH Cf IS' LANTREVERED WOODEN WADE( 1'MASS 6 AGGREGATE AND RETAINING N L BY OTHERS BASE COURSE STANDARD PROCTOR R -- — -TO C STANDARD ACTED 5'RTRUN OR W SITE AW'REGATE CONTACTED TO - 953 STANDARD PROCTOR H-mvwi TRIAL STRIP ALL TOPSOIL SCARIFY AND RECWPACT S�BIT1'AL MA SUBORADE A M•NIMUM OF 6'DEPTH TO 953 [NOT DATE I REVISION._ BY STANDARD PROCTOR. FARAWAY RANCH SOUTH BUS STOP CROSS SECTION AT NORTH SNODNISS VILLAGE, COLORADO SIDE OF BRUSH CREEK ROAD THE TIMBERS NTS. PAVING AND GRADING DETAINS M ENCINBdRINC. LLC NSULTINT _NN STREET.MITE u DES.YTN CA. SREET BONDALE.CO 61111 I„ Oro)Tt11-mn DR. MAD DATE 6/OB/DB DBI00.0f I C25 Gareml Landscape Notes pEC1DU0USTRHES L All material shall conform to the gui q•-b• Thornless Cockspur Hawthorn Cralaegus tuns-galli ine"'is Slock pubtished by the American Assoct coniferous trees ch Patmore Ash frarirlus Peprurylvagica'Pannore' pa European Mountain Ash Soda aacuParfa ;. All disturbed areas are to be spread ' m earn Spring Snow Crahapple Mafus'Sprite•fnou' c a tainjng tacitter. If existing topsoil d, sac Ilo aCrun le Malus'llopo' seed shall be PSek w�l1xs�p he Radiant Crab apple Mahrs'RaQiaru' l'•1�1s le Amyr Maple Ace.giwwln 3 All perennial and wildflower beds a- o-OI,r"u am Amur Chokecherry Prunus nwackil shown on the plan. Thin Leaf Alder Alnus'teni ifolia q. Ap trees shall be nursery grown:p: , 8'-10' to Narrowleaf Cottonwood PuPvIons angu trifolia 1 3 coon......s nc J.aPeeleaf Coannwond POPul"arurninam Trees shall N slaked with pis wite,—D a paper Pppnluq nenwioides u Shoben Chokecherry Prunus virglnfuna'ShuberY S. Landscape Architect has Ole right{c I p s 6. Land_acaPo AtdurcG must approvq� piTNht'��w✓J 7. All shrub.perennial and grourldeoc " CONIFEROUS TREES and SHRUBS pp� l2'-lri 8.Emergent wetland Plantlng woe shall $ rea conifefus trcca bp Bristlecone Pine Pinus arisfata water Intermit species in the leas wet ' c ebs Colorado Blue Spruce Picea Pungens up Austrian Pine Pinus nigm 9. All planting areas including perenp; pp Prnbn Pine Porn,epulis 'ad���lhne MugoPiue Plan,mugo 2' 2"caliper DECIDOUS SHRUBS deciduous pees Rabb C ajmnus o e Resig Do gwood Comm sencea aired n s is Srvice Ainela pherglnif-tin Siberian Pea shmb Caragana arboresces 3'call r Chokecherry Nanns virginfarm nularwcarlw Pe Wwtem Sand Cherry Pr4nai9 besseyi S„ deciduous trees Woods Rose RosawoMwif Yellow Flowering Cumal Ribes aµrewn Blue Stein Willow Salfx frrorato Snowtcrry Syrnphoricarpnr alb-s GooseMrry Ribes inane Honcyrose Honeysuckle Lonicew x llonfyrose Amerifan Plant Prunus americana 4"caliper Blue Mist Spirea Caryopferis x clandvnwis decidupus lines Peking ConnEaeter COMneaster Intclda, Jackman Potion U. Pneatilla'JarknumnP Buffalo Juniper Junfl>arts sabina'Brrfalo' Shrub Rose Belle Pointevine' Rosax'JJepe Pointevine' Shmb Rosc'Cuthbert Grant' Rosa x'Cuthheri Grant Spirean Saint Ser— bwrwida'ifolia P Russian Sags PProVSkrautnpl¢rfoba deciduous Arabs Shrubby cinluefoil Potennliafrurntosa Moantain car low sujkrnonitoaala Geyers willow Salixgf3eriaa Golden currant Rihs uoeunn regaining walls SEEDING MIXES Seed mix for wet areas: goes seeded areas Blue joint Calnnwgrostis Cangdensis Tufted hairierass Deschnrnpsia nespilosa Streambank wheatgnes Elynius lanceolatus Moslem nbaublerass Glyre.io rarxi nrro perennials Narrow it bsInfe Rromasmarglnaens Narrow leaf Indian paint brush noovs p pe,tliaef<diq Motmlain lPpin¢ /arpinws ulpevtris emergent wetland planting zone Rocky npun[ain penstenton renstemonslricag Seed mix for all other areas: Winter RYa Intermediate Whealgraas Agmpyron internvdrum groundcnver Perennial Ryegots� rebanig D,crfipgl nje Potomac(h�ardgmss DactyUs glomerarn Troy Kentucky Bluegrass Timothy Phleumpraleace Alsike Clover 7rifofiwnspecies r sjryker -- shod by the current American Standard for Nursery uPopr, <o�o..ao yr„wi. k xkpiled topsoil and reseeded ith a hydrosced formula tl1e L.A�� S(U w 6"of cover,imported topsoil free of debis and weed Basalt CO 8 phone: 91019j7- �iendnleats added which are appropriate for each are. fax: 010/927 Ives Top wirc oo b.skers and bodap shat l be reawved" 1ng. 41rr� - material not meeting Industry standards. Ff EI1 Plant materials prior to installation mtdp 7"of wood mulch. :• most water tolerant species in the wet zones and lesser '`-� - and once areas,mid seeded areas shall he irrigated, \ t THE T I a E RM$ $ AT NOW MAS6 PATE: I$:AE \ M 19W Propnai pF10.w IT".,FSatl. Moil PM'WF'mw \V pSa40J PIW'N.F;i'a \ Y� (])Aspen r t' 4)ountan Willow �5 .. .v:?:. PA4E S I I t I.751 Servge6er \ '=10',0"• 1 ' (0)Slue atom Willow .. \ ESCAPE �3)Western Sand Cherry 1 5 gal • \ \\ \ 12)Chokeeherry 1gaI L1 A f � • G1, ` RAM *! O� t OW AA fVF 74- �1C, Om � 4'0 �'` - � ON �. ATSNOWM DATE IPA V n, / � 0 gal. (4)Peking cotoheaster _ rock garden (600)Perennials 1 gel. 2 1/4" \\ fi t (4)Mugo Pine 5 gal. (6)Buffalo Juniper 5 gal. —,�\ _ rack garden (360)Parpnnials (5)Yellow flowering currant g 1/4' 5 gal (4)Aspen (7)Red{wig dogwood 5 gal 1 gal. (2)Aspen �u 5 gal t/., r gal. (3) harry — (4)Mugu pine FesG S gal. 5 gal. --.<�._� . , _ (4)Aspen (5)Mountain willow 1 "' 1 gal. \ \alr1,P 5 gal. ) (3)Golden currant \ \ \ ?w, 4 • 1\ 5: (10). 21 57 3)Geyefs wlll 11 �I 1 p m _ ♦ \\fire hydr- i 941. oW ( `.\., R \ • 5 gal. N.; (p)Golden currant - f gal, s.r✓ �6 - _:?{.f:,_,..- (12)Rediwl Dogwood �°. ::: 1 gal. ..•::.'-:'??:::: ;:.::-::_:y':4 ;r:. ?:im?i,'- `] (9)Sewcecerry 5 gal, (4)Peking Cotoneaster i 5 gal. (6)Western_T $ens \���� _ 111!1 I (/C14�Y�'/ILI IN 2 CAPS �'"�III� (3)Chokeoherry... _. 5 gal (4)Chokeche � _ rr ll'lan �� �I) //� IJr1 ` � bgal i E _ o F Vi a Z3U � M J . IZ•I a 6.� ° - �' —_w~ r 8 88888 r -¢a I \ F \ j i}F7i::•i?i}?:v:::.v::::::?'}F. Ai:S•:is?::::: \\ 1 -"R f f X!.}}}}}i:4?a•:4iXi«4}}}}}i5:!•:i:<4:•i:•a•:=" \ \ a - - I •714:.}ii:<6}y}}}:<''iX'}}:::'?•}:•}i:•::•}:<•:'ri:4:;<':i}: \ \ I £el:}�:r:«1<:;•}}i:C!v;4ii}7:v \ . l _ •t'7 m { W f YR — Ott I t X4 .\ Aox ' V \ { 2`^St: r .ri••<i ii'<55`i< ri'`i i�`.'a``:i :.`.'�`.... � :ice:. :? •iI!C{{.<,.:.\'::. :erc{:.;.} vxv}}}}}i}}}:•i:::v:4:•1' I tR 4 \ gQ ll •:J�•i: Y I z _ \ n I _ a a yy i _I_ _ tit li if I `�:;:i:}.:<•�?;4:<�''� .99ip•'• o <.$. l0 N �I� I { w 9N Ir a > r v r I, r � i i I �flb ':\}'. '};}:. \��fii �• .:�•:'� III �_ III � I Y n .i: :=:'i':< G<i`i`iiiiij: :: m strykQr op�op iovuaim i Y rovYUgaM-....- the LAND stp,: I W2 Li urer,I Oa;all,NCO 81 phone: 9701927-2 fax: 070/927A s,rrua.IgOatlunloaWr�Phc^ I l Y4/ — r Q yM 1�1 5 gal. (5)WOOds Robe 5ga1. V 1 d� (8)RU6sian sage it •1 (8)Se rvl0eberry 59a1, ap4 p 59a1- - I! THE TrMeER$ C : FT SNOW MASS (8q Pe�ennials 2114' (g)BulFalo Juniper 5 DATE, �£ )fg111 gal, u-aaas Prcyrms P.'.„i,,. _ orro-oo Praerepr c,l,�i�r{ (140)Perennial$ (0 capo Q1/{° 1W pw,pP6tlrn5rmr,p 2„ 1 P ., as asV P,.,Pnnns p_ (4)Spirea F/oelgel (41Peking cotgnea6ter 5 gal. �' (+)Peking cotoneaster 6 gal, O40)Perenn ak (3)Peking cOtoneasler 21/4 50 Pe ennials 501 (5)Yellow Ogwerirp cprrent 21/A` (140)Perenn'als �(4)Sit(eriap P�eashrub � 2 1/4' gai l ac (4) Pir4a Ffoe4el (4)Alpine Currant 3. 5 gal. 5 gal i l 90 (0)Alpine Current a s / homes 5 gal' / SCALE:1'=10'-Q• (3)Rosa'Outh4ert Grunt' J 5 L LANDSCAPE Inc 2` /_ f _ (3)Peking cptoneasler �,- (4)Alpin COrragt 3 a_ yY L4 5gaL ip IN rs V Y� �` . Mel a b"y! 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