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Home My WebLink Aboutlanduse case.ts.Shadow Mountain Lodge.19845 .. 9 Shadow / Mountain Equities Time Share r !rd f• ft. T r� MEMORANDUM TO: City Attorney City Engineer Finance Department Building Department FROM: Colette Penne, Planning Office RE: Shadow Mountain Equities Timeshare DATE: September 12, 1983 Attached is material submitted to the Planning Office in connection with Shadow Mountain Equities' application for a conditional use review with regard to condominiumization and timesharing at Shadow Mountain Lodge._ Please review the materials and return your comments to the Planning Office by October 4, 1983, so that we may prepare for its presentation at the October 18, 1983, meeting beforei.the City Planning & Zoning Commission. Thank you. CITY OF ASPEN 130 south galena sl'reet aspen, coiorado 81611 303-925 -2020 November 30, 1984 Mr. Boone Schweitzer Mr. Bill Venner 232 West Hyman Avenue Aspen, Colorado 81611 Dear Mr. Schweitzer and Mr. Venner: I have reviewed your letter dated November 28, 1984 concerning your dinner drawing to promote the Shadow Mountain Lodge Fractional Fee project. The drawing for two free dinners at Andre's would be under the $100 restriction. Your solicitation for the drawing will include a window notice at Colorado Country Ltd. Real Estate Office. No solicitation may occur on city streets or malls. Based on the above this promotional program is approved. We will moni:.or the program during its existence. The timeshare regulations require that all projects file their marketing plan with the of brochures on the Shadow Mountain Lodge. line in narrative form your marketing plan of any changes in that plan. Sincerely, Ronald L. Mitchell, Assistant City :Manager RLM:klm approved timeshare city. I have copies Would you please out - and keep me informed xe: Harold L. Schilling, City Manager Paul Taddune, City Attorney Allan Richman, Acting Planning Director • • • • CITY OF ASPEN 130 south galena street aspen, colorado 81611 303-925 -2020 MEMORANDUM DATE: October 10, 1984 TO: City Manager Planning Director City Engineer Finance Director FROM: City Attorney RE: Shadow Mountain Lodge at Aspen Timeshare Project In previous memoranda, I have recommended that someone in the administrative service be designated to monitor the timeshare pro- jects which have been approved and are coming on line in the City. At this point, I am assuming that this function will be performed by the Planning Office. Under cover of correspondence dated October 5, 1984, the law firm of Garfield & Hecht provided me with final drafts of the following documents in connection with the Shadow Mountain project: 1. Purchase Agreement and Escrow Instructions; 2. Condominium Map (the original has been delivered to the Engineering Department); 3. Fractional Estate Condominium Delcaration; 4. Bylaws of Shadow Mountain Lodge at Aspen Fractional Owners' Association, Inc. 5. Articles of Incorporation of Shadow Mountain Lodge at Aspen Fractional Owners' Association, Inc. 6. Declaration of Covenants, Restrictions and Conditions for Shadow Mountain Lodge at Aspen Timeshare Units; 7. Letter of Credit from First National Bank of Freeport; and 8. Disclosure Statement. The above -referenced documents are acceptable as to form with the exception of the employee housing deed restrictions which contain one minor error in that the reference in Paragraph "2" should refer to Section 24-11.4(b)(4) of the Municipal Code rather than 24-11.4(b)(3). •• • • Memorandum Re: Shadow Mountain Timeshare Project October 10, 1984 Page Two Having found all of the above -referenced documentation acceptable as to form, by copy of this memo, I am forwarding the same to the Planning Office for additional review. I suggest that the Plan- ning Office pay close attention to the disclosure statement, let- ter of credit, fractional estate condominium declaration, and pur- chase agreement and escrow instructions. In instances where I think that the documents should be especially scrutinized by the Planning Office, I have marked a "P". I am not aware that a timeshare license has been applied for and granted with regard to this project. Further, I note that the letter of credit required to insure compliance with the proposed marketing program, while acceptable as to form, is for less than one year and expires in July, 1985. I believe that some determin- ation should be made as to whether the letter of credit should be ongoing throughout the course of the project, and whether the timeshare license should be conditioned upon maintenance of the letter of credit on a year-to-year basis. Further, the approval required that proof that the reserve accounts have been estab- lished as represented in the application must be documented to the City of Aspen Finance Department on or before the date the accounts have been established. In correspondence dated September 25, 1984 (a copy of which is also forwarded to the Planning Office), Andy Hecht states that "the applicant reaffirms that the reserve accounts will be established at the closing of the first timeshare unit and such reserve accounts will be evidenced by documentation presented to the City of Aspen Finance Department." Obviously, the developers are anxious to finalize their approval, and they have requested that the review of the above -referenced documents be completed as quickly as possible. Please feel free to call or stop by the office if you have any questions with regard to this project. PJT/mc •CS/kc 0 0 00 SCHEDULE A Order Number: 12493 c 3 Commitment Number: 1. Effective date: November 07, 1984 At 8:00 A.M. 2. Policy or Policies to be issued: Amount of Insurance Premium A. ALTA Owner's Policy $ TBD T B D Proposed Insured: TBD B. ALTA Loan Policy $ . Proposed Insured: %1. $ 3. The estate or interest in the land described or referred to in this commitment and covered herein is fee simple and title thereto is at the effective date hereof vested in: Shadow Mountain Equities, Inc. 4. The land referred to in this commitment is described as follows: Lots K, L, M, and N Block 53 City and Townsite of Aspen County of Pitkin, State of Colorado Paget SrrE WAI2'r 'rI'rLI; G ITANANTV CUNT I•.♦NY 1652 (20M 9/84) 00 Order Number: 12493 c3 SCHEDULE B — Section 1 Requirements Commitment Number: The following are the requirements to be complied with: Item (a) Payment to or for the account of the grantors or mortgagors of the full consideration for the estate or interest to be insured. Item (b) Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record, to wit: 1. Deed from vested owner, vesting fee simple title in purchaser(s). STEWART TITLE 1653 (25M 6/84) Page 3 GUARANTY COMPANY • • • • SCHEDULE B - Section 2 Exceptions Order Number: 12493 c 3 Commitment Number: The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 1. Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose and which are not shown by the public records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this Commitment. 6. Any and all unpaid taxes and assessments and any unredeemed tax sales. 7. The effect of inclusions in any general or specific water conservancy, fire protection, soil conservation or other district or inclusion in any water service or street improvement area. 8. Exceptions and Mineral Reservations as contained in Patent to Aspen Townsite recorded March 1, 1897 in Book 139 at page 216 as Reception No. 60156. 9. Easement described in Document No. 105544 in Book 182 at page 282 of the records for Pitkin County, Colorado. 10. Terms, conditions, and obligations of Certificate of License as set forth in instrument recorded in Book 316 at page 262.. 11. Multipurpose Easement Agreement for the purose of excavation, constructing, installing, maintaining, inspecting, repairing, replacing, operating, and removing electric transformers, telephone pedestals and terminal boxes, as granted to the City of Aspen, Mountain States Telephone and Telegraph Company, and Micro Cable Communications, Inc. in easement recorded Septemer 28, 1981 in Book 415 at Page 66 as Reception No. 235991, affecting the following described real property: The Northerly 22.00 feet of the Easterly 13.20 feet of Lot "N", Block 53, Origianal Aspen Townsite, except the Easterly 6.20 feet thereof. 12. A Deed of Trust dated September 19, 1983, executed by Shadow Mountain Equities, Inc., to the Public Trustee of Pitkin County, to secure an indebtedness of $300,000.00, in favor of The Bank of Aspen, recorded September 19, 1983 in Book 452 at Page 169 as Reception No. 253281. 13. A Deed of Trust dated September 2, 1983, executed by Shadow Mountain Equities, Inc., to the Public Trustee of Pitkin Exceptions numbered are hereby omitted. Page a STEWART TITLE 1654(20M1-84) GUARANTY COMPANY CONTINUATION SHEET SCHEDULE -S --S-e c t i o n 2 Order Number: 12493 c3 Commitment Number: County, to secure an indebtedness of $1,200,000.00, in favor of First National Bank of Freeport, recorded October 27, 1983 in Book 454 at Page 189 as Reception No. 254289. Page STENVART TITEE 0055 GUARANTY COMPANY (25 M 3-83) EDWARDS R TADDUNR ATTORNEYS AT LAW BARRY 0. EDWARDS PAUL J. TADDUNE September 11, 1984 Andrew V. Hecht, Esq. Garfield & Hecht 601 East Hyman Avenue Aspen, Colorado 81611 Re: Shadow Mountain Lodge Timeshare Documents Dear Andy: ❑ ASPEN PROFESSIONAL BUILDING OFFICES: 600 EAST HOPKINS. SUITE 304 ASPEN• CO 81611 13031 925-9180 ❑ CITY HALL OFFICES: 130 SOUTH GALENA STREET ASPEN• CO 81611 (303) 925-3247 I have the following comments with regard to the materials pro- vided to my office in connection with the Shadow Mountain Lodge at Aspen Timesharing Project: I. GENERAL MATTERS 1. A subdivision improvement agreement should be entered into if any improvements as required by Section 20-16 of the Code are a condition to the approval. 2. Your client must provide an executed $20,000 irrevocable letter of credit to insure compliance with the proposed marketing program. The general form of the letter of credit we received on July 26, 1984, is acceptable. However, I would like to review and approve the final document. 3. The revised condominium plat containing all of the information set forth in the approval must be submitted to and approved by the Engineering Department. 4. A statement agreeing to join in any future improvement district according to our standard language should be set forth on the approved plat. 5. Proof that the reserve accounts have been established as proposed must be documented to the City of Aspen Finance Depart- ment on or before the date the accounts have been established. Any changes which decrease the contributions to the account must be approved by the City Council. By copy of this letter, I am advising the Finance Department to report with regard to this requirement. 6. A 50-year deed restriction for the employee units should be submitted for my review and approval. A fully executed deed EDWARDS & TADDUNI; Letter to Andrew V. Hecht, Esq. September 11, 1984 Page Two restriction should go on record with the timeshare instruments, even though the employee restrictions language is set forth in the declaration. 7. As a condition of approval, the plan manager or managing agent must show evidence to the City of a Colorado State Sales Tax License. II. FRACTIONAL ESTATE DECLARATION 1. Section 1.3 (page 1) - The first sentence should indi- cate that declarant is intending to provide for condominium owner- ship not only under the Condominium Ownership Act of the State of Colorado but, also, the subdivision regulations set forth in Chap- ter 20 of the Municipal Code of the City of Aspen. 2. Section 2.10, Section 4.8 and Section 6.4, pertaining to common elements (page 3) - Please keep in mind that I am still pondering the Code language requiring that all common elements be entitled in the association. At this point, I am inclined to agree (and am seeking support from the Planning Office) that the Code provision may be satisfied by the requirement that each owner must be a member of the homeowners' association and have a propor- tionate fee simple interest in the common elements. 3. Section 2.21 defining "condominium owner or owners" - Would you please explain the language "which owns an interest in a condominium unit not submitted to fractional ownership under this declaration". 20-24(E)(2) requires that timesharing must be con- ducted in all units of a given project or not at all. It appears that this definition might conflict with the standard against mix- ing timesharing with other less intensive condominium residential or tourist uses. 4. Delete the word "new" in Section 2.24 (page 6). 5. Reference Section 3.4 pertaining to amendments and sup- plements (page 7) - The last sentence should be amended to read as follows: "Notwithstanding the preceding, declarant shall obtain an approval from the City to any amendment or supplement to the map where such approval is required under the timeshare ordinance or the subdivision regulations of the City." 0 0 EDWARDS & TADDUNL Letter to Andrew V. Hecht, Esq. September 11, 1984 Page Three 6. Section 4.4 pertaining to employee housing restrictions (page 8) - The Code provision referred to in the first sentence should be "24-11.4(b)(4)" rather than "24-11.4(b)(3)". Again, with respect to this section and the requirement for two employee housing units, I would like to see separate employee housing deed restrictions. 7. I don't understand the need for Paragraph 7.2 stating that Colorado law does not allow for the separate assessment of fractional estates by the County Assessor. Although this may be an accurate interpretation of case law at present, it might be misleading in the event that the law changes. My preference would be to delete the first sentence of Paragraph 7.2. 8. With reference to Section 9.6, mandatory appointment of managing agent (page 18) - I note that condition "17" indicates that the board of managers must designate a local managing agent. Some reference to this condition should be set forth in Section 9.6. 9. With reference to Paragraph 12.4, reserved funds (page 24) - Condition "10" of the approval requires that proof that these reserve accounts have been established must be documented to the City of Aspen Finance Department on or before the establish- ment of the accounts. Further, Section 12.4 should also refer to the requirement that any changes which decrease the contributions to the account must be approved by the City Council. 10. Section 13.1, use restrictions (page 28) - It appears to me that each condominium unit shall be used for "lodge" rather than "residential" purposes. 11. As stated above, the language set forth in Section 20.15 pertaining to future improvement districts should also be set forth on the plat. 12. Section 4.6 (page 9) regarding the description of a fractional estate should contain some reference to the fact that each timeshare estate consists of not less than "three" use weeks. 13. I am curious as to the need for Section 4.3 (page 8), in view of the condition that all units must be timeshared. Section 4.3 seems to leave open the possibility of a mixed condominium/ timeshare project. I would appreciate your thoughts in this regard. EDIWARDS & 'F U)DUNE Letter to Andrew V. Hecht, Esq. September 11, 1984 Page Four III. DISCLOSURE STATEMENT 1. The first sentence should refer to "Section 20-24 of the Municipal Code of the City of Aspen", rather than "Aspen City Ordinance No. 52". 2. You might find it more practical to set forth the infor- mation regarding developers business experience, etc. in the form of an exhibit to the disclosure statement. 3. On page 4, the reference to employee units should be amplified to indicate deed restriction to rental and sale terms, price guideines and occupancy limitations within "middle income" employee housing eligibility guidelines as established by the Aspen City Council. 4. Paragraph "(e)" on page 4 is inadequate. Please set forth "a description of the project and any pertinent provisions of the project instruments". 5. Paragraph "(j)" needs to be amplified. The timeshare ordinance requires that you set forth the total financial obliga- tion of the purchaser, which shall include the initial price and any additional charges to which the purchaser may be subject in purchasing the unit. It seems that a minimum dollar amount should be set forth in this paragraph or reference made to an appropriate exhibit. 6. At the top of page 6 there appears a paragraph "13" which appears to be out of order or inappropriately numbered. 7. Paragraph "(n)" should track the language set forth in the timeshare ordinance that "any deposits or downpayments made in connection with the purchase of a timeshare unit shall be held in an escrow account until the closing of the transaction or availa- bility for occupancy, whichever is later". Also, in your applica- tion, you mention that the escrow agent will be a local title com- pany. Therefore, I would suggest that you delete the word "proba- bly" at the top of page 7. 8. Paragraph "(s)" is unclear. The timeshare ordinance requires that you identify "what time periods during the year are set aside for only maintenance so that it will not be able to be occupied". It seems extremely vague to merely refer to the off- season maintenance weeks as the "seven (7) weeks not chosen by any of the fractional estate owners for their exclusive use and occu- pancy". EDWARDS & TADDUNE Letter to Andrew V. Hecht, Esq. September 11, 1984 Page Five 9. With reference to paragraph "(y)", the timeshare ordin- ance provides that "all on -site amenities must be owned by the homeowners' association and the developer shall not be allowed to charge any additional fees for use of the amenities". As stated above, I am in the process of formulating a policy provision as to whether this requirement is satisfied by having the amenities owned by all of the owners as tenants -in -common. Additionally, paragraph "(y)" seems to be at variance with the declaration which sets forth that the employee units will be owned by the associa- tion. IV. SHADOW MOUNTAIN LODGE AT ASPEN PUCHASE CONTRACT 1. The definition of fractional estate should make specific reference to the fact that each fractional estate consists of "three" use weeks. 2. Again, I am curious as to the need in paragraph 13 (on page 6) that Colorado law does not allow for the separate assess- ment of fractional estates by the County Assessor. IV. MISCELLANEOUS DOCUMENTS I have also reviewed the State Disclosure Statement, the Shadow Mountain Equities, Inc. promissory note (Exhibit "A") to Purchase Contract), Shadow Mountain Equities, Inc. Deed of Trust (Exhibit "B" to Purchase Contract), loan model form (Exhibit "C" to Purchase Agreement) and Shadow Mountain Lodge at Aspen General Warranty Deed (Exhibit "D" to Purchase Agreement) and have no com- ments with respect to these documents. Please feel free to call after you have had an opportunity to review and consider my comments. V ry—truly yours, Paul J. Taddune City Attorney PJT/mc cc: i,colette Penne Finance Department Engineering Department I N S Q 11TTO IIV-�P AMENDED APPLICATION FOR APPROVAL OF FRACTIONAL FEE ESTATE PROJECT This is an amended application pursuant to Section 20-24 of the Municipal Code of the City of Aspen by Shadow Mountain Equities, Inc., a Colorado corporation (hereinafter referred to as "Applicant"). The Applicant hereby applies for approval from the City of Aspen for the conversion of Shadow Mountain Lodge at Aspen to fractional estate ownership and condominiumization of that property and improvements situated in the City of Aspen at Block 53 Lots K, L, M and N. This is also an application for a conditional use permit for fractional estate ownership. In support of this request the Applicant submits the following information, fees, plans and documentation: Section 20-24(D), PROCEDURE 1. Fees. The Applicant with this application submits the requisite fees for subdivision and conditional use. 2. Proof of Ownership. Attached as Exhibit "A" is an ownership and encumbrance report showing fee title in the property which is the subject of this application vested in the Applicant without any restrictions on fractional estate ownership. 3. Improvement Survey. Attached as Exhibit "B" to this application is an improvement survey for the subject property. 4. Site Plan. Attached as Exhibit "C" is a site plan with sufficient detail to show parking, landscaping and project amenities. The improvements were rebuilt in 1981 in conformity 0 with the 1979 UBC as adopted by the City of Aspen. The Shadow Mountain Lodge at Aspen (formerly known as the Coachlight Lodge) at 232 West Hyman Avenue was built in 1981 and is complete. The Lodge contains twelve (12) free market units, eleven of which are studio units of approximately 350 square feet and one three bedroom unit of approximately 1800 square feet. There are also two employee units of approximately 300 square feet and an office/lobby area of approximately 250 square feet. The basement is large and open with a present use for storage by the owner. After subdivision into fractional estates the basement shall be used for the same purpose by the manager of the association. The construction is of reinforced concrete with brick columns and wood paneling on the exterior. The sidewalks are concrete, lighted and there is a handicap access ramp (see Exhibit "D", architect's letter). Amenities include freestanding wood burning fireplaces and kitchenettes in the units. There is an outside pool with jacuzzi jets. Landscaping is complete and very well maintained with sod, flowers, aspen trees and sidewalks. No further upgrading is necessary because of current improvements, but further upgrading is contemplated including a new roof. 5. Vicinity Map. Attached as Exhibit "E" is a map showing all adjacent and surrounding uses and their zoning and the names and addresses of the owners of property within 300 feet of the subject property. 6. Employee Housing. The project shall include two employee units each approximately 300 square feet designated on - 2 - i the Condominium Map as Employee Units 13 and 14 attached hereto as Exhibit "F". 7. Disclosure Statement. Attached as Exhibit "G" is the Shadow Mountain Disclosure Statement. 8. Declaration/No Prohibition. This application is a concurrent application for fractional estate ownership and conditional use approvals and for amendment to the existing conditional use permit. The subdivision of the property into fractional estates involves the creation of condominium units and within each condominium unit the creation of fractional estates. This review process satisfies the lodge condominiumization review process (which has already been through the Planning and Zoning Commission for an exception from subdivision approval for condominiumization on January 6, 1981 and January 20, 1981 respectively). The real estate ownership plan and subdivision being created is not a condominiumization. It is a fractional estate project governed by the provisions of Section 20-24 of the Municipal Code of the City of Aspen, Colorado. The Fractional Estate Declaration attached to this application as Exhibit "H" specifically provides for the fractional estate ownership as delineated in this application. There are no mortgagees yet in this project and all condominium units in the fractional estate project shall be included in the same sales and marketing program. 9. Marketing Plan for Shadow Mountain Lodge. The marketing plan for the Shadow Mountain Lodge will be just like that of any other real estate company in Aspen. The product is a fee simple interest in real estate called a fractional estate. - 3 - • 0 Just as a condominium unit is a subdivision of a building, a fractional estate is a subdivision of a condominium unit. The marketing entity has chosen to sell a 1/15th fractional estate because it allows for three (3) weeks of use per year. The purchaser selects one (1) week from the three (3) seasonal categories of winter, summer/fringe ski, spring/fall. This is about the same amount of time an absentee owner spends in his wholly owned condominium. It is simply an alternative to spending $200,000 for a condominium the purchaser can only use two or three weeks each year and will be explained that simply. It is intended that the aggregate purchase price for the fractional estate will yield a return consistent with other condominium real estate sites in Aspen, after costs of sales are deducted. It is the marketing entity's belief that 1/15 fractional estate ownership will be an asset to the City of Aspen's economy because the owners will be using their units 45 weeks each year which is 84% occupancy. The plan of 1/15 fractional ownership will bring our owners to Aspen during each season as occupancy now is no higher than 35%. This disparity will bring more sales tax dollars to the City under the fractional ownership since the average tourist will spend approximately $100.00 per day in the winter and $75.00 per day during the other seasons. During the peak seasons of winter and summer, the marketing will be directed toward the Aspen visitor. Local newspapers, magazines, television and radio may be used much the same as other realtors in Aspen use these media. There will be - 4 - • • no "gimmick" type give away programs, no solicitation in the malls or streets, no mass random mailings, no random telephone solicitation programs or other high intensity sales techniques. The visitor will read a display advertisement and visit the property to look it over. 10. Real Estate Transfer Tax. The real estate transfer tax will be collected at the closing of any fractional estate interest. The entity that prepares the closing will allow for the real estate transfer tax on the purchaser's settlement sheet and collect it with the rest of the closing costs. The tax will be paid prior to recording of the deed. 11. Upgrading. The upgrading required by the ordinance does not apply in the case of the Shadow Mountain Lodge as the lodge has been recently rebuilt. See architect's letter attached as Exhibit "D" hereto. 12. Budget. See attached Exhibit "J" which is incorporated herein by this reference. 13. Management/Assessment Fees. The management/ assessment fees will be collected by the property manager on a semi annual basis by standard billing procedures. The fee paid from each owner will be divided according to the appropriate share that should go toward general operation, escrow for furniture, escrow for building reserve, escrow for taxes, and escrow for license fee. Four separate accounts will be established for this purpose. Standard ledger card procedures will be used to keep each owners fees up to date. - 5 - • 0 14. Reserve Funds. There are three (3) reserve funds; one for the replacement and up keep of the interior of the units, and one for the upkeep of the outside of the building and general common elements and one for the license fee. The units are newly refurbished so that they should not need much maintenance for about five (5) years. By that time there will be available Five Thousand Dollars ($5,000.00) in the reserve for the refurbishment of each unit. The building reserve is more than adequate. At the end of a five (5) year period there will be Twenty Thousand Dollars ($20,000.00) in the reserve fund to repaint, repair or replace components of the building and general common elements. The license fee will be paid to the City of Aspen as collected semi-annually. Payment of the initial fee will be a one time lump sum payment on approval. From calculations made with the current property manager both the interior unit reserves and the building reserves will be more than adequate to keep the building in excellent condition. For the first five (5) years there will be no suspension or reduction of the reserve fund assessment. Thereafter, any suspension or reduction would require a vote of seventy five percent (75%) of the owners and one hundred precept (100%) of the mortgagees. 15. Affidavit. Attached hereto as Exhibit "I" is an affidavit from the Applicant attesting that the required documentation and facts contained herein are true and accurate and acknowledging that the requirements of Section 20-24 of the Municipal Code shall be binding on the successors and assigns of the Applicant. - 6 - • Section 20-24(E), STANDARDS AND REVIEW CRITERIA 1. Right to Use. The proposed project does not involve an arrangement of non -fee ownership known as "right to use" common timesharing. The purchaser will receive a fee interest in the real estate as a tenant in common combining: a) an undivided fee simple interest with b) an agreement between owners granting each interest owner an exclusive right to possession and occupancy of the unit dividing the period established by that agreement. 2. Integration. Such fractionalized ownership will be conducted in all units of the project and will not be mixed with less intensive residential uses. 3. Marketing and Sales Practices. The project will not be marketed with overzealous marketing campaigns. Generally in extolling the virtues of the project, the Applicant's marketing program will utilize responsible and ethical sales practices. Specifically, the Applicant will riot employ nor permit to be employed by its agents any questionable method of marketing including, but not limited to the ordinances prohibitions of: a) Use of public malls and streets for sales; b) Sales campaigns using phone solicitation; c) The giving of gifts in a deceptive manner. Indeed, no gifts will be given to prospective purchaser; or - 7 - • 0 d) Any sales or marketing practices which would tend to mislead potential purchasers. A prospective purchaser at the Shadow Mountain Lodge will choose the use weeks from three different categories. The first category contains the fifteen (15) most desirable ski weeks of the season. The second category contains the remaining ski weeks and mid -summer until September 1. The third category contains the remaining weeks of the year. When a prospective purchaser chooses one (1) week from each category, all times of the year are selected. There will be seven (7) weeks remaining. Two (2) weeks in the spring and two (2) weeks in the fall will be used to do all maintenance work necessary. When the project is sold in this manner all of the owners have an equal share of the condominium. There will be no exclusively high season owners and exclusively low season owners in the same unit thus avoiding most of the problems of a typical timeshare project. 4. Amenities. The project's recreational amenities are sufficient so as not to cause undue burden on public facilities. The project's amenities include a heated swimming pool with built in jacuzzi, and a lobby and office area. 5. Parking. Parking shall be in conformity with the recommendations of the Planning and Zoning Commission of January 6, 1981 for an exception for condominiumization and approved by the City Council on January 20, 1981. The approval provided for off street parking spaces. This application requests a ratification of that approval. 6. Maintenance. Maintenance services shall be performed as provided in Article XI of the Fractional Estate �� 0 • Declaration to set aside periods where maintenance can be performed without infringing on the occupancy rights of the individual interest holders. The periods will be used to perform major repair and maintenance, to paint or redecorate the interior, and to replace worn furniture, and appliances. Specifically, the maintenance shall be as follows: The project has set aside two (2) weeks in the spring and two (2) weeks in the fall to do maintenance. These weeks are #44, #43, #17 and #18 according to the perpetual calendar established by the marketing entity. Because maintenance may take longer in some years the property manager may decide to move the maintenance weeks up or back a week in order to accommodate all of the units in the project. 7. Budget. The projected budget delineated above, demonstrates a reasonable estimate of costs and expenditures. 8. Conversions. No upgrading is necessary since this project was newly built in 1981. 9. Escrow. Deposits or downpayments made in connection with the purchase of units in this project shall be held in an escrow account with a licensed title company in Aspen, Colorado until the closing of the unit or the issuance of a certificate of occupancy, whichever is later. 10. Management/Assessment Fees. Each owner will be assessed for expenses for common areas, maintenance, management fees, property taxes, utilities, upkeep or replacement of furniture or furnishings in each unit, insurance and other expenses incurred in the normal operation of the project and in proportion to which each fractional estate bears to the entire - 9 - • • project. This assessment method is more particularly described in Article XII of the Fractional Estate Declaration. Such assessment shall be from the date of closing and the Applicant shall from that date be responsible for assessments for unsold tractional estate fees on those units. 11. Reserve. A reserve account shall be established to assure that the project will be satisfactorily maintained throughout the lifetime of the project. There shall be no suspension or reduction of the reserve fund assessment in the first five (5) years from the closing of the first sale. Thereafter, the reserve budget shall be determined by the owners and mortgagees in conformity with Article XII of the Fractional Estate Declaration. 12. Occupancy Standards. Occupancy throughout the project shall be at least limited by the Aspen Building Code requirements, although the owners may from time to time promulgate more restrictive occupancy requests. SECTION 20-24(F), DISCLOSURE 1. Disclosure Statement. A disclosure statement has been submitted with this application. 2. Conversion Property. The property has been newly built therefore the disclosure statement required in this section does not apply to this project. 3. Update and Filing. The Applicant will update the disclosure statement as it becomes necessary. Any and all changes and additions to the disclosure statements or project instruments will be filed with the City and filed in the real - 10 - estate records of Pitkin County. The changes or additions will first be submitted to the Planning Director for his review. 4. Time for Provision of Disclosure Statement. Before transfer of a fractional estate unit and no later than, the date of execution of any contract of sale, the marketing entity will provide the intended transferee with a copy of the disclosure statement and all amendments thereto if any there be. 5. Right to Rescind. The seller will clearly and conspicuously notify the prospective purchaser in writing of the right of rescission. The seller will provide an adequate opportunity to the purchaser to exercise his right of rescission. Within ten (10) days after receipt of notice to rescind, seller will return to the purchaser any and all monies given by the purchaser to the seller. The right of rescission shall be a ten (10) calendar day period commencing on the date of the execution of the contract or receipt of the disclosure statement whichever is later. 6. Escrow of Deposits. Any deposits from a purchaser will be held in escrow in an account designated solely for that purpose in an insured depository. All deposits shall be held in the escrow account until: (1) delivered to the seller at the expiration of the time for rescission or such later time as may be specified in any contract of sale; or (2) delivered to the seller because of purchaser's default under a contract to purchase the fractional estate; or (3) refunded to the purchaser. 7. Effect. All instruments of conveyance shall indicate that title is being transferred subject to the • L Condominium Declaration which shall include the disclosure statement as an exhibit thereto. SECTION 20-24(G), BUILDING CODE HEALTH AND SAFETY REQUIREMENTS The structure is in compliaiice with all applicable fire and building codes and health and safety requirements. SEC`1'ION 20-24 (H) , UPGRADING PROJECT The building is newly built and no upgrading on the building is necessary. Interiors of the units will be refurnished and upgraded to the point of making them high quality units. SECTION 20-24(I), PROJECT INSTRUMENTS The organic documents of the project shall include: Exhibit "G". 1. A Disclosure Statement submitted herewith as 2. The Fractional Estate Declaration. 3. Articles of Incorporation of the Fractional Estate Owners Association. 4. By -Laws for that Association. The above referenced documents set forth the following: (a) The legal description, street address or other description sufficient to identify the property. (b) Identification of fractional estate periods by letter, name, number or combination thereof. - 12 - • • (c) Identification of the fractional estate and the method whereby additional timeshare estates may be created. (d) The formula, fraction or percentage of the common expenses and any voting rights assigned to each fractional estate. (e) Any restrictions on the use, occupancy, alteration or alienation of fractional units. SECTION 20-240), MARKETING OF TIMESHARE UNITS Applicant's marketing plan has been previously outlined. To assure compliance with Applicant's marketing plan, as approved, Applicant shall either provide a letter of credit or cash. SECTION 20-24(K), UNSOLD UNITS Applicant shall pay with respect to unsold fractional estate units assessments and fees equal to those assessed or levied on sold fractional estate units. The Applicant may relit unsold fractional estate units provided that any funds realized from the rental, to the extent necessary, shall be utilized to defray maintenance costs. SECTION 20-24(L), EXCHANGE PROGRAMS An exchange service has not been selected at the time of this application. However, the exchange service will be either Resort Condominiums International, Vacation Horizons International or Interval International. Regardless, the exchange services costs, expenses, procedures, names or persons and other projects involved and any other matters pertinent to an owner's participation in such program will be fully disclosed. - 13 - P. 0 SECTION 20-24(M), BINDING EFFECT The requirements of this section and any approval granted pursuant to this section shall be binding on Applicant and the Applicant's successors or assigns. SECTION 20-24(N), DISCLOSURE OF INFORMATION The Applicant will never advertise or represent that the City of Aspen or any of its officers or employees have recommended the sale or purchase of fractional estate units. SECTION 20-24(0), PROHIBITED PRACTICES AND USES The Applicant understands it is unlawful to engage in any of the following practices: 1. The creation, operation or sale of a right to use interest or any other concept which is not specifically allowed and approved pursuant to the requirements of this section. 2. Sales campaigns utilizing phone solicitors or the giving of gifts or other gratuity in a deceptive manner to encourage prospective purchaser to view the project or unit or listen to any promotional or sales discourse. 3. Solicitations of prospective purchasers of units on any City streets or malls or other public property or facility. 4. Misrepresenting the facts contained in this application or the documents submitted with the application. 5. Failure to comply with any representations contained in this application or misrepresenting the substance of this application to others who may be prospective purchasers of fractional estate interests. - 14 - U 0 6. Managing, operating, using, offering for sale or selling a fractional estate or interest therein in violation of any requirement of this section or any approval granted pursuant hereto or causing or aiding or abetting others to violate any requirement of this section or approval granted pursuant to this section. SECTION 20-24(P), CITY SALES TAX Occupancy of any fractional estate unit by anyone other than the owner thereof who pays a fee for the use of the unit shall be subject to the City Sales Tax the same as if such occupancy were of a hotel or a lodge unit. In the event of such occupancy, the owner of the unit shall notify the owners association and the manager of the association shall collect at or prior to the time of such occupancy the requisite City Sales Tax. Thereupon the tax shall be paid over to the City of Aspen. The manager of the association shall be authorized to disallow such occupancy unless and until he is assured that the City Sales Tax will be paid. Date: GARFIELD & HECHT, P.C. Attorneys for Applicant By Andrew V. Hecht - 15 - v1 _), AMENDED DISCLOSURE STATEMENT In accordance with Aspen City Ordinance No. 52 the following is the disclosure statement in Paragraph F of that Ordinance. (a) Developer's name and address: Name: Shadow Mountain Equities, Inc. Address: 232 W. Hyman Avenue Aspen, CO 81611 Phone: 925-8207 DEVELOPER'S BUSINESS EXPERIENCE, BACKGROUND, EXPERIENCE IN TIMESHARING, RESUME REFERENCES, AND PRESENT FINANCIAL CONDITION. Name: Sole Shareholder -Raymond A. (Bud) Harn Resident Address: 1755 Woodside Kort Freeport, Illinois 61032 Business Address: Cheeseman Construction Co. P.O. BOX 128 1840 S. Walnut Street Freeport, Illinois 61032 Age: 47 years Born: March23, 1936 Canton, Illinois Occupation: Owner/Corporate President Cheeseman Construction Co. 1968 thru present Former Occupation: Owner Harn Construction Co. Polo, Illinois 1962 thru 1968 Former Occupation: General Superintendent H.E. Johnson Construction Canton, Illinois 1953 thru 1962 Family: Wife: Jean Three Sons: Kevin 20, Michael 22, Alan 24 Financial Reference: First National Bank Freeport, Illinois Contact: H. L. Fenton Polo National Bank Polo, Illinois Contact: Arlin Higgs (b) The plan manager is the marketing entity. (c) Names and addresses of the marketing entity: Name: William H. Venner, Broker Address: 0143 Lone Pine Road #737 Aspen, Colorado 81612 Phone: 303-925-5203 Name: Daniel S. Schweitzer Address: 65 Wildridge Lane Snowmass Village, Colorado 81615 Phone: 303-923-3292 There are no lawsuits pending or investigations that have been undertaken against either of the two above mentioned people. William H. Venner will be the listing broker. Mr. Venner has incorporated as Shadow Mountain Realty, Inc. Mr. Venner is the president of that corporation and Mr. Schweitzer is the vice-president. SUMMARY OF MARKETING ENTITY'S BUSINESS EXPERIENCE Mr. Venner began timesharing sales at The Colony in Virginia Beach, Virginia where he gained considerable experience in common timesharing. In the fall of 1978 he began sales at the Snowmass Inn Resort Club. Mr. Schweitzer began sales at the Snowmass Inn Resort Club in June of 1978. Mr. Venner and Mr. Schweitzer have been working together for the past five years after meeting at the Snowmass Inn. Between 1978 and 1980 the two were among the top salesmen at the Snowmass Inn, Pitkin County's - 2 - • first and only timeshare project. When this project was sold out, they were instrumental in conceiving and laying the ground work for the fee ownership 1/15 fractional estate concept. Because the Aspen ordinances did not regulate or provide for any type of timesharing, Venner and Schweitzer went to work at Timber Run Realty in Winter Park, Colorado in 1980. As founding and general partners at Timber Run, Mr. Schweitzer and Mr. Venner have become experienced ir, all phases of the fractional estate concept, including marketing, sales, office administration, advertisement copy, and real estate brokerage. In three years at Timber Run the two have personally sold 2/3 of the 1/15 fractional estates. However, as prices increased beyond the true real estate value of the units, Mr. Venner and Mr. Schweitzer terminated their involvement. Messrs. Venner and Schweitzer are enthusiastic only about selling real estate at a real value without any excessive profit to themselves or the developer. This is consistent with the intentions of the Applicant and developer. Personal references include: Leonard Lauder, President Estee Lauder Companies General Motors Building New York City, NY 10021 Arthur M. Fisher, President Arthur M. Fisher Associates 950 Fifth Avenue New York City, NY 10021 Richard Voelker, President Plaza Marketing, Inc. Woodcreek Plaza Crested Butte, CO 81225 - 3 - 0 • C. M. Henkel, Esq. 711 Santa Monica Blvd. Corpus Cristi, Texas Others may be furnished upon request. (d) The Shadow Mountain Lodge at Aspen (formerly known as the Coachlight Lodge and Condominiums) at 232 West Hyman Avenue was built in 1981 and is complete. The Lodge contains twelve free market units, eleven of which are studio units of approximately 350 square feet and one three -bedroom unit of approximately 1,800 square feet. There are also two employee units of approximately 300 square feet each and an office area of approximately 250 square feet. The basement is large and open with no apparent use except for storage. The construction is of reinforced concrete with brick columns and wood paneling on the exterior. The sidewalks are concrete, lighted and there is a handicap access ramp. (See, Exhibit "D," architect's letter). Amenities include freestanding wood burning fireplaces and kitchenettes in the units. There is an outside pool with jacuzzi jets. Landscaping is essentially complete with sod, flowers, aspen trees and sidewalks. No further upgrading is necessary because of the adequacy of the current improvements. (e) For reference to fractional estate plan see the application. (f) The only restraint on a purchaser transferring his fractional estate unit is that the unit cannot be subdivided further. - 4 - (g) The ownership plan is a time span estate. A time span estate is a present undivided interest in a unit in fee simple as a tenant -in -common, together with an exclusive right to possession and occupancy of a unit during an annual recurring period as fixed by a recorded schedule. The purchaser will be responsible for the purchase price of the fractional estate as well as any interest due to financing costs, and the recurring quarterly maintenance fee or any other method the property manager deems fair and necessary as well as any maid service fees the purchaser incurs as a result of using the unit. (h) There are no liens, title defects or encumbrances that affect the marketability of title to the units. (i) There are no pending or threatened legal actions affecting the property of which the Applicant has knowledge. (j) The purchaser's financial obligation will depend on the purchase price. The purchaser will be required to deposit a twenty percent (20%) downpayment for purchase. If the purchaser elects to finance the purchase he will be responsible to pay the market rate purchase money interest, recording fees, a credit report, mortgagee's title insurance policy, real estate transfer tax and exchange fee if he elects to belong to the exchange service offered. (k) Estimate of the dues, maintenance fees, real property taxes, etc.: See Exhibit "A" attached hereto and incorporated herein by this reference. - 5 - 13. Management/Assessment Fees. The management/ assessment fees will be collected by the property manager on a semi annual basis by standard billing procedures. The fee paid from each owner will be divided according to the appropriate share that should go toward general operation, escrow for furniture, escrow for building reserve, and escrow for taxes. Charges for maid service will be billed separately by manager. (1) Description of available Financing: 20% down payment 12% annual percentage rate for a 5 year term 14% annual percentage rate for a 7 year term Financing terms may change to reflect changes in the market rate. (m) The warranties will be that title is marketable and there are no limitations on such warranties nor on the enforcement thereof or damages for any breach. (n) All downpayments or earnest money; deposits will be held in an escrow account established in accordance with Colorado Real Estate Commission guidelines with a fiduciary probably either the title company or a commercial bank in Aspen. The deposits will not be used by the Applicant before closing. The depository will probably be the Bank of Aspen. The deposits will be held in escrow until the timeshare unit closes or until the purchaser elects to have his earnest money refunded. 0 (o) There are no fees or charges to be paid by the fractional estate owners for the use of any of the facilities on the property other than the established fees and dues for maintenance. (p) The extent to which a timeshare unit may become subject to a tax of other lien from other owners of the same unit. Due to the separateness of the time span estate, no timeshare owner may put a lien on the unit as a whole. He may encumber his own time span estate (fractional estate). However, the Fractional Owners association is responsible for paying property taxes on and maintenance of the entire condominium unit from the proceeds of an annual assessment. The association's failure to pay the taxes or failure to pay for maintenance work performed may result in a tax sale of the entire condominium unit. (q) All purchase contracts will include a ten (10) day right of rescission for any purchase. (r) Since the project is complete, the developer intends to sell all twelve (12) units as fractional estate units. (s) Maintenance of the timeshare units includes painting when necessary as determined by the board of directors, replacement of furniture and appliances as necessary, fixing of mechanical problems in the units as necessary, and in general upkeep of the unit in a manner expected of a high quality condominium project. If it becomes necessary for a mechanic to enter the unit during the use week of any fractional estate owner - 7 - for repair or replacement of any fixture or chattel, the fractional estate owner grants an easement for that purpose. If it is at all possible to put off upkeep, repair or replacement of furniture or appliances until the designated off-season weeks set aside for that purpose, it will be done. The off-season maintenance weeks will be the seven (7) weeks riot chosen by any of the fractional estate owners for their exclusive use and occupancy. There will be at least two weeks set aside in November and two weeks set aside in May for that purpose. Each maintenance week will be seven consecutive days. (t) The purchaser will understand that the Colorado Eviction Law and Procedure involves a minimum of ten (10) days and that the purchaser's only effective remedy against another fractional owner who overstays his use week is the liquidated damage provision of the condominium declaration. This provision states that any fractional estate owner who overstays his use week will pay to the damaged party 200% the normal rental rate for the period he holds over. Failure to pay the fee will result in a lien being filed against the fractional estate of the defaulting party. Use of the fractional estate owned by the damaging party will be denied until the lien is cured. (u) Although Aspen has a nineteen week ski season, fifteen of these weeks are considered prime (the very best). These prime weeks are the basis of the deeded 1/15 fractional estate. The units are subdivided into fifteen separate fractional estates and each purchaser is given a general warranty • • deed as a tenant -in -common. The deed specifies ownership as a 1/15th undivided interest in the condominium and each purchaser is entitled to the exclusive use and enjoyment of that unit during three weeks each year. The selections, usually one week from each season (winter, summer/fringe ski, spring/fall) are made at the time of contract and are delineated in the deed. This creates an equality of ownership. The choices of weeks are made as available on a first come basis at the time of purchase. Each owner creates his own package by choosing one week from each season: Prime Ski, Summer/Fringe Ski and Spring/Fall. Choose One Choose Any One Choose Any One Prime Ski Summer/Fringe Ski Spring/Fall 51 48 16 52 Christmas 49 December 20 May 1 January 50 * 21 2 14 * 22 3 15 23 4 26 June 24 5 27 July 25 6 28 37 7 February 29 38 8 30 39 9 31 40 10 March 32 41 October 11 33 42 12 34 43 13 35 44 36 September 45 46 November 47 * Exception: Purchasers of weeks 13 or 51 have first choice regarding 14 and 50 respectively. 1984 USE WEEK CALENDAR Week No. Date Week No. Date 1 December 31 27 June 30 2 January 7 28 July 7 =slm 3 January 14 29 July 14 4 January 21 30 July 21 5 January 28 31 July 28 6 February 4 32 August 4 7 February 11 33 August 11 8 February 18 34 August 18 9 February 25 35 August 25 10 March 3 36 September 1 11 March 10 37 September 8 12 March 17 38 September 15 13 March 24 39 September 22 14 March 31 40 September 29 15 April 7 41 October 6 16 April 14 42 October 13 17 April 21 43 October 20 18 April 28 44 October 27 19 May 5 45 November 3 20 May 12 46 November 10 21 May 19 47 November 17 22 May 26 48 November 24 23 June 2 49 December 1 24 June 9 50 December 8 25 June 16 51 December 15 26 June 23 52 December 22 20 YEAR USE WEEK CALENDAR See Exhibit "B" which is attached hereto and incorporated herein by this refernece. Skiing opens on Aspen Mountain on Thanksgiving each year. If the project is sold as described above, the off season will be sold along with the high season. (v) All units in the project will be available for the exchange program at the fractional owners discretion. (w) There are no unusual or material circumstances, features and characteristics of the property that would present a problem for condominium ownership (x) The Fractional Owners Association will carry insurance for fire, damage, theft and liability on the property in amounts adequate to satisfy local and state requirements. - 10 - I IV 0 11 (y) The amenities on site for recreational facilities which are available to the fractional owners and their guests are a swimming pool with jaccuzzi jets. All the amenities and the employee units will be owned by the homeowners association. (z) All units in the project have kitchenettes except the three bedroom unit, which has a full kitchen. (aa) The eleven (11) studio units are permitted to house two (2) occupants at a time. The three (3) bedroom unit has an occupancy limit of eight (8). Any greater occupancy will be prohibited by the Fractional Estate Declaration. (bb) The managing agent shall be the owners' designated agent for service of process and legal notices to satisfy Colorado Statutes, Rules of Civil Procedure and applicable governmental regulations pertaining to legal notices relating to the timeshare interest. (cc) All fractional estate interests shall be subject to all requirements in the disclosure statement filed of record with Pitkin County Clerk and Recorder. 2(a) and (b) See Architect's letter of August 9, 1983. 2(c) There are no outstanding notices of uncured violations of building code or other municipal regulations. MEMORANDUM TO: Paul Taddune, City Attorney FROM: Colette Penne, Planning Office RE: Timesharing DATE: October 23, 1984 To respond to your October 22, 1984 memo concerning the marketing concept offering reduced cost lodging, the Planning Office feels that this sort of marketing program is exactly what we were trying to avoid. Pricing this package at $57 is conveniently in the middle of "free" and $100. The representations made throughout the review were that fee simple interests would be sold with no practices different from usual real estate sales. We do not support this offering and recommend that it violates the intent of the ordinance. k 46 Choose Prime One Ski Choose Any One Choose e Any One Summer/Fringe Ski /Fa11 51 48 16 52 Christmas 49 December 20 May 1 January 50 * 21 2 14 * 22 3 15 23 4 26 June 24 5 27 July 25 6 28 37 7 February 29 38 8 30 39 9 31 40 10 March 32 41 October 11 33 42 12 34 43 13 35 44 36 September 45 46 November 47 * Exception: Purchasers of weeks 13 or 51 have first choice regarding 14 ar.d 50 respectively. 1984 USE WEEK CALENDAR Week No. Date Week No. Date 1 December 31 27 June 30 2 January 7 28 July 7 3 January 14 29 July 14 4 January 21 30 July 21 5 January 28 31 July 28 6 February 4 32 August 4 7 February 11 33 August 11 8 February 18 34 August 18 9 February 25 35 August 25 10 March 3 36 September 1 11 March 10 37 September 8 12 March 17 38 September 15 13 March 24 39 September 22 14 March 31 40 September 29 15 April 7 41 October 6 16 April 14 42 October 13 17 April 21 43 October 20 18 April 28 44 October_ 27 19 May 5 45 November 3 20 May 12 46 November 10 21 May 19 47 November 17 22 May 26 48 November 24 23 June 2 49 December 1 24 June 9 50 December 8 25 June 16 51 December 15 26 June 23 52 December 22 MEMORANDUM TO: Aspen City Council FROM: Colette Penne, Planning Office RE: Shadow Mountain Equities - Subdivision Exception for Time- sharing and Parking Exemption DATE: July 9, 1984 APPROVED AS TO FORM:/z --- "cam LOCATION: 232 W. Hyman Avenue Lots K, L, M and N, Block 53, City and Townsite of Aspen ZONING: L-3 APPLICANT'S REQUEST: The applicant, Shadow Mountain Equities, Inc., is requesting approval for a timeshare project at the Shadow Mountain Lodge at Aspen (formerly the Coachlight Lodge). The lodge has already been condominiumized. The project required conditional use approval from P&Z pursuant to Section 24-3.3, which was granted by P&Z on May 22. It also requires two-step subdivision exception for timeshare use pursuant to Section 20-24 of the Municipal Code. Also required was a Change in Use GMP exemption for the three -bedroom residential unit to become a lodge unit which was also granted by P&Z. Finally, the applicant requests a parking exemption for the employee units. PROJECT SUMMARY: The Shadow Mountain Lodge consists of twelve (12) units which would be sold in timeshare interests. Eleven (11) of the units are studios and are approximately 350 s.f. The remaining unit is an 1800 square foot, three (3) bedroom unit. There is also an office/lobby area of approximately 250 s.f. and two (2) employee units of approximately 300 s.f. each. The basement area is large, open and used for storage. Each purchaser would have a deeded 1/15 fractional estate. Seven (7) weeks will be reserved in which at least two (2) weeks of November and two (2) weeks of May will be used for maintenance purposes. An owner's purchase will include one (1) week from the "Prime Ski" category, one (1) week from the "Summer/Fringe" category, and one (1) week from the "Spring/Fall" category. (See attachment) PLANNING OFFICE REVIEW: Section 20-24 sets timesharing standards and review criteria to be evaluated for a timeshare project in addition to the criteria generally pertaining to subdivision and conditional uses. 1. Right -to -use. The applicant has complied with the ordinance by offering fee ownership as a tenant in common with: (a) an undivided fee simple interest; and (b) an agreement between owners granting each interest owner an exclusive right to possession and occupancy of the unit as established by the agreement. Other forms of "right -to -use" timeshare concepts are not being utilized. 2. Integration. All units in the complex will be timeshared and are purely lodge units. Shadow Mountain Equities, Inc. pre- sently owns all the units, none have been sold or placed under • • Page 2 contract to be sold subsequent to the condominiumization. 3. Marketing and Sales Techniques. The applicant has complied with this section of the ordinance by committing to not use public malls and streets for sales, sales campaigns will not use phone solicitation, no gifts will be given to prospective purchasers, and no sales or marketing practices will be employed which will tend to mislead potential purchasers. During the winter and summer seasons, local newspapers, magazines, television and radio will be used for marketing purposes, however, no mass random mailings or "gimmick" type give away programs will be utilized. The marketing entity will be Shadow Mountain Realty, Inc. with Bill Venner as the listing broker and corporation president and Daniel Schweitzer as the vice president. Both Mr. Venner and Mr. Schweitzer have sold timeshare interests at the Snowmass Club and at Timber Run in Winter Park, Colorado. The marketing technique which will be used for prospective purchasers include radio and newspaper ads and voluntarily visits to the property. Each unit will be divided into 15 fractional estates. Since there are only twelve units in the project, the sales period should be relatively short. 4. Amenities. The common area amenities of the project are a lobby, office area and a heated swimming pool with built in jacuzzi jets. Considering the size of the complex, these amenities should be sufficient so as to not create an undue burden on public facilities. 5. Parking. Off-street parking spaces were approved as part of the lodge condominiumization in January of 1981. Fourteen parking spaces are provided off the alley (one for each free market bedroom) with a handicap ramp leading from there to the units. 6. Maintenance. The ordinance sets an annual minimum maintenance period of four weeks and suggests that two of these weeks be in the spring and two in the fall. This proposal has seven off-season weeks available for maintenance purposes. At least two weeks will be set aside in November and two weeks in May exclusively for maintenance activities. If it is possible to limit upkeep, repair or replacement of furniture and appliances to the maintenance weeks, it will be done. If a mechanical problem arises during an owner's use week, the owner grants an easement for access for its repair. 7. Budget, The Shadow Mountain Lodge application included an itemized proposed budget with projected expenditures for utilities, main- tenance, reserves (including f urniture/appliance,exterior building, property taxes and license fee) and services. The total expense per studio unit will be $7,354.47 or $490.30 per 1/15 interest. This will be billed quarterly at $122.57. The total expenses for the three -bedroom unit are projected to be $13,103.78 or $873.59 per timeshare interest, to be billed quarterly at $218.40. The employee housing units will be owned by the Association and no assessments will be charged against those units. 8. Conversions. Major upgrading, to the extent of a total reconstruc- tion of the lodge was done in 1981. The building was constructed to conform to the requirements of the 1979 Uniform Building Code. Section 20-24(F) (2) requires that a statement by the developer (based on a report prepared by an independent architect or engineer who is licensed by the State of Colorado) be made which describes the useful life of all structural components of the project. Ted Mularz (licensed architect) submitted the following information: "For tax purposes, building components for a newly constructed Page 3 rental structure such as the Coachlight can, in many cases, be depreciated as follows: Structure 40 yrs. Interior 20 yrs. Plumbing 15 yrs. Heating 15 yrs. Electrical 15 yrs. In reality, and with proper maintenance, a further breakdown of components and their expected useful life for a building such as the Coachlight could be as follows: Concrete Foundation 100 yrs. Structure 50 yrs. Roofing 15 yrs. Windows/Doors 50 yrs. Interior Walls 40 yrs. Plumbing 75 yrs. Plumbing Fixtures 20 yrs. Heating Plant 30 yrs. Electrical System 40 yrs. 9. Escrow. Deposits or down payments made in connection with the purchase of a timeshare unit shall be held in an escrow account until closing or the issuance of a certificate of occupancy whichever is later. The applicant has committed to this provision and will use a licensed title company in Aspen as neutral third party. 10. Management/Assessment Fees. The budget submitted indicates that quarterly estimated assessment fees will be $218.40 for the three -bedroom unit and $122.57 for the studios. This includes operating expenditures and reserve funds for interior and exterior maintenance and repairs. In Article XII, Section 12..10, of the Condominium Declaration, Assessment Reserves, an additional contingency reserve fund is anticipated which would be up to three (3) times the monthly assessment fee for each fractional estate owner. This same additional assessment was made in the Prospector application and the Planning Office feels that such a contingency fund is necessary. A Board of Managers, consisting of not less than three (3) nor more than five (5) members will be formed. All members of the Board shall be owners who are elected by all other owners. Initially, the applicant will control the Board and will pay the assessments for unsold fractional estate fees. Assessments for owners shall be from the date of closing on their purchase. Control of the Owner's Association shall become vested in the owners no later than four (4) months after seventy-five percent (75%) of all fractional estates in the project have been conveyed to purchasers or five (5) years after the first conveyance, whichever comes first. Considering that the applicant commits to maintain an active role in the operation of the Association, this seems to be a reasonable approach. Also, as soon as it is practical to do so, a Managing Agent will be appointed by the Association. 11. Reserve. As provided for in the ordinance, a reserve account shall be established to assure the satisfactory maintenance of the project throughout its lifetime. Four (4) reserve funds are proposed as follows: 0 • Page 4 Furniture/appliance $13,400 Exterior Building 4,000 Property Taxes 2,500 License Fee 5,000 The quarterly assessment fee includes these funds. The reserve fund assessment shall not be suspended or reduced in the first five (5) years from the closing of the first sale. After that period of time, the Managing Board shall determine actual expenses at the end of each fiscal year and will either assess or credit each owner against the next assessment period. This seems to be a reasonable system for handling repairs and fixture replacement. In your review of the Prospector, a condition was placed on approval that the Interior and Exterior Reserve Funds could not be reduced or suspended for any length of time. The money designated for the reserve funds was always to be held in escrow to be used for repairs and maintenance. The Planning and Zoning Commission suggested that this be handled according to Condition #14 in their recommendation which accepts the applicant's proposal. 12. Occupancy Standards. The applicant has committed to compliance with building code requirements for occupancy levels. The studios can be occupied by only two ( 2 ) people at a time and the three - bedroom unit is limited to eight (8) people. The studio units have storage loft areas that were described by the Building Department as being "attractively finished and alluring as sleeping areas." These lofts do not qualify as habitable space and were used as sleeping areas in the past. The applicant has removed the beds from the lofts and installed latched covers at the top of the ladders which access the lofts. A condition must be placed in purchase materials to alert buyers that these lofts may not be used for living area. Lodge condominiumization regulations limit an owner's occupancy to fourteen (14) days during the winter peak season to assure that lodge units remain available for short-term use. Since a timeshare project must meet both the lodge condominiumization requirements (Section 20-23) and the timeshare requirements (20-24), a purchaser cannot buy more than one (1) or two (2) packages, especially since there are prime packages which group high season weeks. Since the intent of the condominium regulation was to ensure short-term use of the lodge, and timeshare is a short-term use, we feel the intent can be met with a longer time period and therefore the requirement should be extended. In the Prospector case, the limit was placed at thirty (30) days or four (4) packages. Depending on the packages chosen, a thirty (30) day limit would allow the purchase of either three (3) or four (4) packages, depending on the package composition. 13. Handicap Access. A ramp has been constructed from the parking area to the first floor on the north side of the building as required by the UBC. The first studio unit from the west on the first floor has been equipped with a handicapped bathroom. The Municipal Code requires that "satisfactory provisions shall be made to provide handicap access to ten percent (10%) of the units and throughout the project as required by the UBC." The UBC does not require installation of handicapped bathrooms until there are more than twenty (20) units. State statutes (C.R.S. Title 9, Article 5) require one (1) unit to be useable by handicapped persons if there are 8-14 units. This application therefore complies with all regulations. REFERRAL COMMENTS: The City Attorney's Office reviewed all application materials and commented that "it appears to comply with the timeshare regulations." • • Page 5 The Finance Department said that they "feel it adequately covers all of their concerns." The Building Department reported that "a Certificate of Occupancy was provided to this project after a life safety inspection satisfied this office that all deficiencies were corrected." The Engineering Department listed several minor plat changes. In addition, several "upgrading" points are made which should be conditions of approval. These are specifically: (a) The applicant must agree to join any future improvement districts. (b) According to Section 19-123 (e) , the crushed rock in the sidewalk area at grade is not allowed in lieu of landscaping unless approved as part of an overall plan. (c) The rolled curb in front of the property is lower than surrounding curbs and is not high enough to contain storm runoff. If any of the curb is reconstructed, higher profile curb should be installed. (d) The parking area should be striped (8-1/2' x 18' spaces) to insure good utilization. PRIOR LODGE CONDOMINIUMIZATION APPROVAL (City Case No. 73-80) The Coachlight Lodge was condominiumized as per Section 20-23 in January of 1981. Conditions set by the Planning and Zoning Commission were addressed prior to review by Council and condom iniumization was approved without conditions. The conditions that were attached by P&Z and met by the applicant were: 1. The submission of a new condominium plat which met the standards of the Engineering Department and substantially enlarged the size of the lobby area. 2. Evidence was submitted proving that an encroachment agreement had been in effect concerning the east boundary line (Lot N) since 1957. 3. The request in this action was for approval of one (1) unit (two [21 pillows) of employee housing and that a request would be made later for an additional unit. 4. The employee unit was put under the ownership of the condominium association without an ability to be sold separately. The Conditional Use Review which allowed the second employee housing unit to be built was City Case No. 47-81. Approval was given by the Planning and Zoning Commission on July 21, 1981 with the following conditions: 1. The applicant submitting a deed -restriction to the City Attorney for his review and approval which restricts the employee unit to low income rental guidelines and which limits its rental solely to employees of the Coachlight Lodge and not to employees of the community in general and indicates that the unit will not be rented on the open market. 2. The applicant submitting documentation that the employee unit will be retained as a portion of the common elements of the lodge. The Planning and Zoning Commission gave the proposal Conditional Use approval. They felt that the project was compatible with the surrounding neighborhood. The project complies with the zoning code and the L-3 district, at an FAR of approximately .75:1. Should E • Page 6 you require further detail on the findings of P&Z with respect to conditional use, this can be provided verbally at your meeting. The Engineering Department's points concerning the inadequate curb and use of gravel between the curb and sidewalk areas could be rectified if an improvement district is formed in the future. For the present, and because of the impacts of cars parking on this area when using the Ice Garden, we feel the status quo can remain until such time as curb and gutter improvements are made. The parking requirement in the L-3 zone is one (1) space per bedroom. Fourteen (14) spaces are provided for the fourteen (14) lodge rooms. During the two prior reviews when the employee units were considered, no mention was made of parking spaces. The Planning Office and the P&Z feel that the fourteen (14) spaces provided are adequate and a parking exemption should be granted for the employee units. PLANNING OFFICE AND PLANNING OFFICE RECOMMENDATION: The Planning and Zoning Commission and the Planning Office recommend approval for subdivision exception for the purpose of timesharing the Shadow Mountain Lodge at Aspen and for a parking exemption for the two (2) employee units, subject to the conditions enumerated below. We feel that the applicant has substantially complied with the timeshare regulations and we are therefore submitting a detailed list of conditions that do not indicate deficiencies, but rather, provide a useable record to ensure that the project is carried out as it has been sub- mitted. With this in mind, we recommend approval for the timeshare application subject to the following conditions: 1. The applicant must agree to join any future improvement districts according to the standard language of the City Attorney's form. 2. The parking area must be striped (8-1/2' x 18' spaces) to insure good utilization. There must be fourteen (14) total spaces. 3. The condominium plat must be amended in the following ways: a. The survey submitted is an "old" one dated December of 1981. A current survey must be performed to the extent of verifying that the property corners shown are still in place. If any of the monuments are missing, new ones must be set. b. The title of the new platting must include the term "timeshare." C. There is a concrete sidewalk on the southerly portion of Lots M and/or N which is not shown, and there is no fence at the stairs there. d. The fences in front of and the railings and railroad tie cribbing behind the building should be labeled. e. The plat must show an easement for the transformer, ten (10) feet parallel to the alley and twenty-six ( 26 ) feet back. The property owner may continue to use the area for parking. Also on this area should be a designated trash area. The dumpster may not be placed in the alley. f. A title certificate will be needed and a mortgagee's certificate is suggested. Language for these is available from the City Engineer's office. g. The zone district (L-3) must be indicated. 1] • Page 7 4. 5. The project must include the amenities with jacuzzi jets, free standing wood kitchenettes, and the office/lobby area. of the outside pool burning fireplaces, Occupancy by a timeshare owner is limited to thirty (30) days in high season. 6. No prohibited marketing practices will be allowed including the giving of gifts, use of public malls or streets for sale, or phone solicitations. 7. The twelve (12) lodge units must each be split into fifty- two (52) weeks, one interest for each week of the year. Seven (7) weeks must not be sold. Four (4) of these seven (7) weeks must be reserved for the maintenance of the project, with no rentals or other uses allowed. Two (2) of the four (4) weeks reserved will be in November and two (2) weeks will be in May. The remaining forty-five (45) weeks must be sold as proposed in three (3) week timeshare packages. 8. No right -to -use timeshare leashold will be allowed. All sales must be on a fee ownership basis. 9. Shadow Mountain Realty, Inc. will be the marketing entity with Bill Venner and Boone Schweitzer as contact persons. The marketing program outlined in the application must be followed. 10. Proof that the reserve accounts have been established as proposed must be documented to the City of Aspen Finance Department on or before the establishment of the accounts. Any changes which decrease the contributions to the account must be approved by the City Council. 11. Deposits or down payments made in conjunction with the purchase of a timeshare unit must be held in an escrow account until the closing by a neutral third party (proposed by applicant to be a local title company). 12. No Certificate of Occupancy will be issued for timesharing purposes on any given unit until at least five (5) of the fifteen (15) timeshare packages are sold for that unit. 13. A Board of Managers must be established as proposed. When closings occur on the unit, both the declarant and the new timeshare owners must begin to pay their quarterly assessment fees. 14. The Interior Reserve Fund and the Exterior Reserve Fund must be held in escrow for interior and exterior repairs and maintenance. After a five (5) year period at the assessment level presently budgeted, adjustments may be made according to actual expenses and projections, with City Council approval. 1.5. Occupancy levels are set at two (2) occupants at one time in studio units and eight (8) occupants in the three -bedroom unit. 16. The fractional owners in common must own the common areas and common amenities in the lodge and this must always remain in the documentation of the project. 17. The Board of Managers must designate a managing agent, and that agent must be a local agent. 18. One deed must be conveyed for each three week package so that weeks are never sold individually. 19. The project is subject to Section 20-24 and the State Timeshare Page 8 Laws which is specified in the application. 20. The financing must be expressly subject to all restrictions placed on the project and all documentation required by Section 20-24 shall be presented to perspective purchasers. 21. The plan manager or the managing agent must show evidence to the City of a Colorado State Sales Tax License. Occupancy of a unit by anyone other than the owner is subject to sales tax the same as if the occupancy were of a hotel or lodge unit. A required real estate transfer tax will apply to initial and subsequent sales of the timeshare interest and will be collected as in any other real estate transaction. 22. Any changes in the project instruments resulting from this process must be reviewed by the Planning Office and the Attorney's Office for approval to ensure that all changes or clarifications are accurately made. 23. Any updating or amending of the approved timeshare documents must be approved through the City according to the requirements of Section 20-24 of the subdivision regulations. 24. The declarant must be responsible for all assessment fees and expenditures related to the unsold timeshare units. The declarant may rent unsold units but the rental money must go toward any maintenance which may be necessary as a result of the unit's use as a rental. 25. The fractional owners in common may not lease the common elements or amenities which are owned by the Association. 26. To ensure compliance with the proposed marketing program, the applicant must post with the City suitable security in the amount of $20,000 cash or a $20,000 irrevocable letter of credit. 27. Full details of the chosen exchange program (cost, procedures, other projects involved, confirmation percentages, etc.) must be provided to prospective purchasers and owners of timeshare interests, as required by Section 20-24 of the Municipal Code. 28. The applicant sign the timeshare application and all documents to be recorded or made a part of this application. 29. The requirements granted pursuant to this section shall be binding on the applicant and the applicant's successors or assigns. 30. The applicant must submit to the Finance Director the license fee required by Section 20-24(S) of the Municipal Code, to be paid on a pro rata basis for the remainder of 1984, as determined by the City Finance Department. Prior to obtaining the license from the Finance Director, the applicant must first pay the outstanding fees owed to the Planning Office. The applicant shall annually obtain a new license from the Finance Director on or before January 1st of each subsequent year. (Note: The appropriate fee amounts will be established following final action by City Council.) 31. The loft areas cannot be used for habitation and can only be used for storage. This prohibition must be listed in the documents so that all purchasers are put on notice of this restriction. 32. Deed restrictions on the employee units and all other required documentation must be recorded with the City Attorney's approval. Page 9 COUNCIL ACTION If Council concurs with the Planning Office and Planning and Zoning Commission's recommendations the appropriate motion is: "I move to approve subdivision exception for the purpose of timesharing the Shadow Mountian Lodge at Aspen and for a parking exemption for the two (2) employee units, subject to the conditions enumerated above." • • MEMORANDUM TO: Aspen Planning and Zoning Commission FROM: Colette Penne, Planning Office RE: Shadow Mountain Equities - Conditional Use Review and Sub- division Exception for Timesharing/Change in Use/G MP Exemption and Parking Exemption DATE: June 19, 1984 LOCATION: 232 W. Hyman Avenue Lots K, L, M and N, Block 53, City and Townsite of Aspen ZONING: L-3 APPLICANT'S REQUEST: The applicant, Shadow Mountain Equities, Inc., is requesting approval for a timeshare project at the Shadow Mountain Lodge at Aspen (formerly the Coachlight Lodge). The lodge has already been condominiumized. The project requires conditional use approval from P&Z pursuant to Section 24-3.3, as well as approval for a two-step subdivision exception for timeshare use pursuant to Section 20-24 of the Municipal Code. Also required is a Change in Use GMP exemption for the three -bedroom residential unit and a parking exemption for the employee units. PROJECT SUMMARY: The Shadow Mountain Lodge consists of twelve (12) units which would be sold in timeshare interests. Eleven (11) of the units are studios and are approximately 350 s.f. The remaining unit is an 1800 square foot, three (3) bedroom unit. There is also an office/lobby area of approximately 250 s.f. and two (2) employee units of approximately 300 s.f. each. The basement area is large, open and used for storage. Each purchaser would have a deeded 1/15 fractional estate. Seven (7) weeks will be reserved in which at least two (2) weeks of November and two (2) weeks of May will be used for maintenance purposes. An owner's purchase will include one (1) week from the "Prime Ski" category, one (1) week from the "Summer/Fringe" category, and one (1) week from the "Spring/Fall" category. (See attachment) PLANNING OFFICE REVIEW: Section 20-24 sets timesharing standards and review criteria to be evaluated for a timeshare project in addition to the criteria generally pertaining to subdivision and conditional uses. 1. Right -to -uses The applicant has complied with the ordinance by offering fee ownership as a tenant in common with: (a) an undivided fee simple interest; and (b) an agreement between owners granting each interest owner an exclusive right to possession and occupancy of the unit as established by the agreement. Other forms of "right -to -use" timeshare concepts are not being utilized. 2. Intear4t_iom. All units in the complex will be timeshared and are purely residential units. Shadow Mountain Equities, Inc. pre- sently owns all the units, none have been sold or placed under contract to be sold subsequent to the condominiumization. • • Page 2 3. Marketing aus�_S_31.e8_T_e.chniaues. The applicant has complied with this section of the ordinance by committing to not use public malls and streets for sales, sales campaigns will not use phone solicitation, no gifts will be given to prospective purchasers, and no sales or marketing practices will be employed which will tend to mislead potential purchasers. During the winter and summer seasons, local newspapers, magazines, television and radio will be used for marketing purposes, however, no mass random mailings or "gimmick" type give away programs will be utilized. The marketing entity will be Shadow Mountain Realty, Inc. with Bill Venner as the listing broker and corporation president and Daniel Schweitzer as the vice president. Both Mr. Venner and Mr. Schweitzer have sold timeshare interests at the Snowmass Club and at Timber Run in Winter Park, Colorado. The marketing technique which will be used for prospective purchasers include radio and newspaper ads and voluntarily visits to the property. Each unit will be divided into 15 fractional estates. Since there are only twelve units in the project, the sales period should be relatively short. 4. Amenitiez, The common area amenities of the project are a lobby, office area and a heated swimming pool with built in jacuzzi jets. Considering the size of the complex, these amenities should be sufficient so as to not create an undue burden on public facilities. 5. Parking, Off-street parking spaces were approved as part of the lodge condominiumization in January of 1981. Fourteen parking spaces are provided off the alley (one for each free market bedroom) with a handicap ramp leading from there to the units. 6. Mai kteenance_. The ordinance sets an annual minimum maintenance period of four weeks and suggests that two of these weeks be in the spring and two in the fall. This proposal has seven off-season weeks available for maintenance purposes. At least two weeks will be set aside in November and two weeks in May exclusively for maintenance activities. If it is possible to limit upkeep, repair of replacements of furniture and appliances to the maintenance weeks, it will be done. If a mechanical problem arises during an owner's use week, the owner grants an easement for access for its repair. 7. Budaet. The Shadow Mountain Lodge application included an itemized proposed budget with projected expenditures for utilities, main- tenance, reserves (including furniture/appliance, exterior building, property taxes and license fee) and services. The total cost per studio unit will be $1,354.47 or $490.30 per 1/15 interest. This will be billed quarterly at $122.57. The total expenses for the three -bedroom unit are projected to be $13,103.78 or $873.59 per timeshare interest, to be billed quarterly at $218.40. The employee housing units will be owned by the Association and no assessments will be charged against those units. 8. Conversi4lL8s Major upgrading, to the extent of a total reconstruc- tion lodge was done in 1981. The building was constructed to conform to the requirements of the 1979 Uniform Building Code. Section 20-24(F) (2) requires that a statement by the developer (based on a report prepared by an independent architect or engineer who is licensed by the State of Colorado) be made which describes the useful life of all structural components of the project. Ted Mularz (licensed architect) submitted the following information: "For tax purposes, building components for a newly constructed • E Page 3 rental structure such as the Coachlight can, in many cases, be depreciated as follows: •fit l.OJ1144 Useful Lif-e Structure 40 yrs. Interior 20 yrs. Plumbing 15 yrs. Heating 15 yrs. Electrical 15 yrs. In reality, and with proper maintenance, a further breakdown of components and their expected useful life for a building such as the Coachlight could be as follows: .,, Expected Life Concrete Foundation 100 yrs. Structure 50 yrs. Roofing 15 yrs. Windows/Doors 50 yrs. Interior Walls 40 yrs. Plumbing 75 yrs. Plumbing Fixtures 20 yrs. Heating Plant 30 yrs. Electrical System 40 yrs." 9. Escrow. Deposits or down payments made in connection with the purchase of a timeshare unit shall be held in an escrow account until closing or the issuance of a certificate of occupancy whichever is later. The applicant has committed to this provision and will use a licensed title company in Aspen as neutral third party. 10. NanaThe budget submitted indicates that quarterly estimated assessment fees will be $218.40 for the three -bedroom unit and $122.57 for the studios. This includes operating expenditures and reserve funds for interior and exterior maintenance and repairs. In Article XII, Section 12.10, of the Condominium Declaration, Assessment Reserves, an additional contingency reserve fund is anticipated which would be up to three (3) times the monthly assessment fee for each fractional estate owner. This same additional assessment was made in the Prospector application and the Planning Office feels that such a contingency fund is necessary. A Board of Managers, consisting of not less than three (3) nor more than five (5) members will be formed. All members of the Board shall be owners who are elected by all other owners. Initially, the applicant will control the Board and will pay the assessments for unsold fractional estate fees. Assessments for owners shall be from the date of closing on their purchase. Control 'of the Owner's Association shall become vested in the owners no later than four (4) months after seventy-five percent (75%) of all fractional estates in the project have been conveyed to purchasers or five (5) years after the first conveyance, whichever comes first. Considering that the applicant commits to maintain an active role in the operation of the Association, this seems to be a reasonable approach. Also, as soon as it is practical to do so, a Managing Agent will be appointed by the Association. 11. Reserve. As provided for in the ordinance, a reserve account shall be establish to assure the satisfactory maintenance of the project throughout its lifetime. Four (4) reserve funds are proposed as follows: Furniture/appliance $13,400 Exterior Building 4,000 Property Taxes 2,500 Page 4 License Fee 5,000 The quarterly assessment fee includes these funds. The reserve fund assessment shall not be suspended or reduced in the first five (5) years from the closing of the first sale. After that period of time, the Managing Board shall determine actual expenses at the end of each fiscal year and will either assess or credit each owner against the next assessment period. This seems to be a reasonable system for handling repairs and fixture replacement. In your review of the Prospector, a condition was placed on approval that the Interior and Exterior Reserve Funds could not be reduced or suspended for any length of time. The money designated for the reserve funds was always to be held in escrow to be used for repairs and maintenance. We would like to discuss this at the meeting to determine what assurances you feel are necessary. 12. Occupancy StAndaT_dz_,, The applicant has committed to compliance with building code requirements for occupancy levels. The studios can be occupied by only two (2) people at a time and the three - bedroom unit is limited to eight (8) people. The studio units have storage loft areas that were described by the Building Department as being "attractively finished and alluring as sleeping areas. " These lofts do not qualify as habitable space and were used as sleeping areas in the past. The applicant has removed the beds from the lofts and installed latched covers at the top of the ladders which access the lofts. A condition must be placed in purchase materials to alert buyers that these lofts may not be used for living area. Lodge condomin:iumization regulations limit an owner's occupancy to fourteen (14) days during the winter peak season to assure that lodge unil:s remain available for short-term use. Since a timeshare project must meet both the lodge condominiumization requirements ;Section 20-23) and the timeshare requirements (20-24), a purchaser cannot buy more than one (1) or two (2) packages, especially since there are prime packages which group high season weeks. Since the intent of the condominium regulation was to ensure short-term use of the lodge, and timeshare is a short-term use, we feel the intent can be met with a longer time period and therefore the requirement should be extended. In the Prospector case, the limit was placed at thirty (30) days or four (4 ) packages. Depending on the packages chosen, a thirty (30) day limit would allow the purchase of either three (3) or four (4) packages, depending on the package composition. 13. Han dic�e.i�s Acc.� A ramp has been constructed from the parking area to the first floor on the north side of the building as required by the UBC. The first studio unit from the west on the first floor has been equipped with a handicapped bathroom. The Municipal Code requires that "satisfactory provisions shall be made to provide handicap access to ten percent (10%) of the units and throughout the project as required by the UBC." The UBC does not require installation of handicapped bathrooms until there are more t'ian twenty (20) units. State statutes (C.R.S. Title 9, Article 5) require one (1) unit to be useable by handicapped persons if there are 8-14 units. This application therefore complies with all regulations. REFERRAL COMMENTS: The City Attorney's Office reviewed all application materials and commented that "it appears to comply with the timeshare regulations." The Finance Department said that they "feel it adequately covers all of their concerns.." The Building Department reported that "a Certificate of Occupancy was provided to this project after a life safety inspection satisfied • • 3e 5 Ls office that all deficiencies were corrected." Engineering Department listed several minor plat changes. In 9ition, several "upgrading" points are made which should be conditions approval. These are specifically: (a) The applicant must agree to join any future improvement districts. (b) According to Section 19-123(e), the crushed rock in the sidewalk area at grade is not allowed in lieu of landscaping unless approved as part of an overall plan. (c) The rolled curb in front of the property is lower than surrounding curbs and is not high enough to contain storm runoff. If any of the curb is reconstructed, higher profile curb should be installed. (d) The parking area should be striped (8-1/2' x 18' spaces) to insure good utilization. [OR LODGE CONDOMINIUMIZATION APPROVAL (City Case No. 73-80) e Coachlight Lodge was condominiumized as per Section 20-23 in ivary of 1981. Conditions set by the Planning and Zoning Commission re addressed prior to review by Council and condominiumization s approved without conditions. The conditions that were attached P&Z and met by the applicant were: 1. The submission of a new condominium plat which met the standards of the Engineering Department and substantially enlarged the size of the lobby area. 2. Evidence was submitted proving that an encroachment agreement had been in effect concerning the east boundary line (Lot N) since 1957. 3. The request in this action was for approval of one (1) unit (two [2] pillows) of employee housing and that a request would be made later for an additional unit. 4. The employee unit was put under the ownership of the condominium association without an ability to be sold separately. e three -bedroom unit was condominiumized as a residential unit the lodge owner to live in. For it to be short -termed as a timeshare 9ge unit, a Change in Use GMP exemption must be obtained. Section -11.2(j) of the Municipal Code allows for this change between use egories provided that there is no growth impact or the impacts mitigated. In this case, the employee housing is already provided with two (2) units, parking spaces are provided for the three ]rooms, and the conversion does not increase impacts on services. ;o, it is important that all units in the complex be timeshared. Conditional Use Review which allowed the second employee housing it to be built was City Case No. 47-81. Approval was given by Planning and Zoning Commission on July 21, 1981 with the following editions: 1. The applicant submitting a deed -restriction to the City Attorney for his review and approval which restricts the employee unit to low income rental guidelines and which limits its rental solely to employees of the Coachlight Lodge and not to employees of the community in general and indicates that the unit will not be rented on the open market. 2. The applicant submitting documentation that the employee unit will be retained as a portion of the common elements of the lodge. • • Page 6 CONDITIONAL USE REVIEW: Conditional Use Review requires that a public hearing be held and noticed. Although it is often the practice to accept public comment, in the subdivision exception process, Conditional Use Review assures that comment will be a part of the process. The Conditional Use Review criteria set in Section 24-3.3 are: "(1) Whether the proposed use otherwise complies with all require- ments imposed by the zoning code; (2) Whether the proposed use is consistent with the objectives and purposes of this zoning code and the applicable zoning district; and (3) If the proposed use is designed to be compatible with surround- ing land uses in the area." The project is in compliance with the zoning code and the L-3 district, at an FAR of approximately .75:1. The parking requirement in the L-3 zone is one (1) space per bedroom. Fourteen (14) spaces are provided for the fourteen (14) lodge rooms. During the two prior reviews when the employee units were considered, no mention was made of parking spaces. We feel that the fourteen (14) spaces provided are adequate and a parking exemption should be granted for the employee units. The use of this property as a timeshare project should be quite compatible with the surrounding neighborhood. The adjacent properties are mostly lodge or multi -family uses. These include the Ajax Apartments, the Kitzbuhel Lodge and the Aspen Ice Garden which occupies the entire block facing the project on the south. Also, the building has been oriented such that most access and egress can occur efficiently from the alley and the front yard is attractive, useful and residential in character. The Engineering Department's points concerning the inadequate curb and use of gravel between the curb and sidewalk areas could be rectified if an improvement district is formed in the future. For the present and because of the impacts of cars parking on this area when using the Ice Garden, we feel the status quo can remain until such time as curb and gutter improvements are made. PLANNING OFFICE RECOMMENDATION: The Planning Office recommends that you recommend to Council approval for subdivision exception for the purpose of timesharing the Shadow Mountain Lodge at Aspen and that you grant Conditional Use approval for this project to be timeshared in the L-3 zone. We further recommend that you approve a Change in Use GMP Exemption for conversion of the three -bedroom residential unit to a lodge unit (which will also be timeshared) and grant a parking exemption for the two (2) employee units. We feel that the applicant has substantially complied with the timeshare regulations and we are therefore submitting a detailed list of conditions that do not indicate deficiencies, but rather, provide a useable record to ensure that the project is carried out as it has been sub- mitted. With this in mind, we recommend that you recommend approval for the timeshare application subject to the following conditions: 1. The applicant must agree to join any future improvement districts according to the standard language of the City Attorney's form. 2. The parking area must be striped (8-1/2' x 18' spaces) to insure good utilization. There must be fourteen (14) total spaces. Page 7 3. The condominium plat must be amended in the following ways: a. The survey submitted is an "old" one dated December of 1981. A current survey must be performed to the extent of verifying that the property corners shown are still in place. If any of the monuments are missing, new ones must be set. b. The title of the new platting must include the term "timeshare." c. There is a concrete sidewalk on the southerly portion of Lots M and/or N which is not shown, and there is no fence at the stairs there. d. The fences in front of and the railings and railroad tie cribbing behind the building should be labeled. e. The plat must show an easement for the transformer, ten (10) feet parallel to the alley and twenty-six (26) feet back. The property owner may continue to use the area for parking. Also on this area should be a designated trash area. The dumpster may not be placed in the alley. f. A title certificate will be needed and a mortgagee's certificate is suggested. Language for these is available from the City Engineer's office. g. The zone district (L-3) must be indicated. 4. The project must include the amenities of the outside pool with Jacuzzi jets, free standing wood burning fireplaces, kitchenettes, and the office/lobby area. 5. Occupancy by a timeshare owner is limited to thirty (30) days in high season. 6. No prohibited marketing practices will be allowed including the giving of gifts, use of public malls or streets for sale, or phone solicitations. 7. The twelve (12) lodge units must each be split into fifty- two (52) weeks, one interest for each week of the year. Seven (7) weeks must not be sold. Four (4) of these seven (7) weeks must be reserved for the maintenance of the project, with no rentals or other uses allowed. Two (2) of the four (4) weeks reserved will be in November and two (2) weeks will be in May. The remaining forty-five (45) weeks must be sold as proposed in three (3) week timeshare packages. 8. No right -to -use timeshare leashold will be allowed. All sales must be on a fee ownership basis. 9. Shadow Mountain Realty, Inc. will be the marketing entity with Bill Venner and Boone Schweitzer as contact persons. The marketing program outlined in the application must be followed. 10. Proof that the reserve accounts have been established as proposed must be documented to the City of Aspen. 11. Deposits or down payments made in conjunction with the purchase of a timeshare unit must be held in an escrow account until the closing by a neutral third party (proposed by applicant to be a local title company). 12. No Certificate of Occupancy will be issued for timesharing purposes on any given unit until at least f ive ( 5 ) of the i CJ Page 8 fifteen (15) timeshare packages are sold for that unit. 13. A Board of Managers must be established as proposed. When closings occur on the unit, both the declarant and the new timeshare owners must begin to pay their quarterly assessment fees. 14. The Interior Reserve Fund and the Exterior Reserve Fund must be held in escrow for interior and exterior repairs and maintenance. After a five (5) year period at the assessment level presently budgeted, adjustments may be made according to actual expenses and projections. 15. Occupancy levels are set at two (2) occupants at one time in studio units and eight (8) occupants in the three -bedroom unit. 16. The Fractional Owners Association must own the common areas and common amenities in the lodge and this must always remain in the documentation of the project. 17. The Board of Managers must designate a managing agent, preferably a local agent. 18. One deed must be conveyed for each three week package so that weeks are never sold individually. 19. The project is subject to Section 20-24 and the State Timeshare Laws which is specified in the application. 20. The financing must be expressly subject to all restrictions placed on the project and all documentation shall be presented to perspective purchasers. 21. The plan manager or the managing agent must show evidence to the City of a Colorado State Sales Tax License. Occupancy of a unit by anyone other than the owner is subject to sales tax the same as if the occupancy were of a hotel or lodge unit. A required real estate transfer tax will apply to initial and subsequent sales of the timeshare interest and will be collected as in any other real estate transaction. 22. Any changes in the project instruments resulting from this process must be reviewed by the Planning Office and the Attorney's Office for approval to ensure that all changes or clarifications are accurately made. 23. Any updating or amending of the approved timeshare documents must be approved through the City according to the requirements of Section 20-24 of the subdivision regulations. 24. The declarant must be responsible for all assessment fees and expenditures related to the unsold timeshare units. The declarant may rent unsold units but the rental money must go toward any maintenance which may be necessary as a result of the unit's use as a rental. 25. Thirty (30) percent of the qualified voters of the Fractional Owners Association must be present to obtain a quorum. The developer's control of thirty (30) percent of the votes does not constitute a quorum. 26. The Fractional Owners Association may not lease the common elements or amenities which are owned by the Association. 27. To ensure compliance with the proposed marketing program, the applicant must post with the City suitable security in the amount of $20,000 cash or a $20,000 irrevocable letter of credit. i Page 9 28. Full details of the chosen exchange program (cost, procedures, other projects involved, confirmation percentages, etc.) must be provided to the purchasers of Prospector timeshare interests. 29. The applicant, not the applicant's attorney should sign the timeshare application. 30. The requirements granted pursuant to this section shall be binding on the applicant and the applicant's successors or assigns. 31. The applicant must submit to the Finance Director the license fee required by Section 20-24(S) of the Municipal Code, to be paid on a pro rata basis for the remainder of 1984, currently estimated at $ Prior to obtaining the license from the Finance Director, the applicant must first pay the outstanding fees owed to the Planning Office, currently estimated at $ The applicant shall annually obtain a new license from the Finance Director on or before January 1st of each subsequent year. (Note: The appropriate fee amounts will be established following final action by City Council.) 32. The loft areas cannot be used for habitation and can only be used for storage. This prohibition must be listed in the documents so that all purchasers are put on notice of this restriction. MEMORANDUM TO: Colette Penne, Planning Office FROM: Chuck Roth, City Engineering Department DATE: June 5, 1984 RE: Shadow Mountain Equities Timeshares ------------------------------------------------------------ Having reviewed the above application and having made a site inspection, the Engineering Department has the following comments: 1. The following comments pertain to the final plat requirements: a. The survey submitted is an "old" one dated December of 1981. A current survey must be performed to the extent of verifying that the property corners shown are still in place. If any of the monuments are missing, new ones must be set. b. The title of the new platting must include the term "timeshare." C. There is a concrete sidewalk on the southerly portion of Lots M and/or N which is not shown, and there is no fence at the stairs there. d. The fences in front of and the railings and railroad tie cribbing behind the building should be labeled. e. The plat must show an easement for the transformer, ten feet parallel to the alley and twenty-six feet back. The property owner may continue to use the area for parking. Also on this area should be a designated trash area. The dumpster may not be placed in the alley. f. A title certificate will be needed and a mortgagee's certificate is suggested. Language for these is available from the City Engineer's office. g. The zone district (L-3) must be indicated. 2. The applicant must agree to join improvement districts according to the current language which is availablefrom the City Attorney's office. 3. As an informational item, please note that there is lh" crushed rock between the curb and the sidewalk. This is currently unacceptable "unless approved as part of an overall __ plan." (Sec. 19-123(e)) f • Page Two Shadow Mountain Equities Timeshares June 5, 1984 4. As an additional informational item, please note that the rolled curb in front of the building is not as high to the top of the curb as adjacent curbs. The curb is not high enough to contain storm runoff waters. In the event that the applicant might reconstruct any or all of that portion of curb and gutter, higher profile curb should be installed. 5. A suggested "upgrading" (Sec. 20-24(D)(.11) and 20-24(H)) item: stripe the parking area for 82 foot wide by 18 foot long spaces to insure good utilization of area. CR/co cc: Jay Hammond, City Engineer ASPEN*PITKIN ROGIONAL BUILGINGPDEPARTMENT MEMORANDUM TO: Colette Penne, Planning Office FROM: Jim Wilson, Fire Marshal DATE: June 5, 1984 RE: Shadow Mountain Equities Timeshare A Certificate of Occupancy was provided to this project after a life safety inspection satisfied this office that all deficiencies were corrected. I have no further comments to make regarding this project. /ar offices: mail address: 110 East Hallam Street 506 East Main Street Aspen, Colorado 81611 303/925-5973 Aspen, Colorado 81611 CITY OF ASPEN 130 south galena street aspen, colorado 81611 303-925 -2020 MEMORANDUM DATE: June 4, 1984 TO: Colette Penne FROM: City Attorney RE: Shadow Mountain Equities Timeshare I have reviewed this matter and it appears to comply with the timeshare regulations. Please call if you have any questions. BDE/mc PUPL•TC 1^OTTCF' P.r : Shy :I.o,.., Pountain Equit i ec. Timeshare I?OTT.Cr JS FIEPT:F- GT.VF1! that a T')ubli.c he- ring tail". be helc""{ on June 19. 1984, at a meeting to bc:c7i.n at 5:00 P.11. hefcre the t:spen Planning anci 7oning Cor?mi.ssi.on, in Council ::i�rrnhers, 130 S. Galena, Aspen, Colorado, t0 COnti1.GC'r an application I`l..�tG 'l.,V Sha !ow Nour?tain Equities, Inc. to convert the Sha{lov, Nountain Lodge at \seen (f_ kla Coachlight Lome and Con6ominiums) to fractional ectate ov!nership and condomi nit.-mi zat ion of the Lodae, t?nc; to consider tl-,e an;).li.cant's request for a conditional use )ermit for !7racti.onal esta to w-mership (tine s hare). For further information contest tl.e Plann-inc_., Office, 130 S. C'alena, Aspen, ColoraCio R161.1 ()03) 1)25-2020, ext. 223. Chairin. n 7!spen ^1 anninn enCl Zoning? Cori ,.i asion Published in the Armen Times on !'av .17. City of Fsnen T.ccount. CITY OF MEMO FROM LARRY B. THORESON Date: 5/25/84 To: Colette Penne Re: Shadow Mntn. Equities Timeshare ASPEI6 � I have reviewed the referenced application and feel it adequately covers all of the Finance Dept.'s concerns. In addition, I have attached for your information the application form for Timeshare Project Licenses which was recently designed by the Finance Dept. Copies of this application have already been furnished to representatives from the Prospector Timeshare Project. Should you have any further questions, please do not hesitate to contact me. 77- I r { `MAY295 ASPEN i Pi T KIN Co. PLANNING OFFICE i IEMOPANDUI' TO: ✓Cif,' Attorney, Paul Taddune .�itt7 Engineer, Jay Hammond re Marshall, Jim T;?ilson Finance Dept., Larry Thoreson FROV: Colette Penne, Planning Office RE: Shadow Mountain Equities Timeshare DATE: May 15, 1984 Attached for your review is an application resubmitted by Shadow tiountain Equities, Inc. for the conversion of the Shadow Fountain Lodge at Aspen (f/k/a Coachlin_ht) to fractional estate ownership and condominiumization of the Lodge and for a conditional use permit for fractional estate ownershi:). Please return your referral comments to the Planning Office no later than June 5, 1984 in order for this office to have adequate time to prepare for its presentation of this case at a public hearing before the P&7 on June Xt, 1.984 . �9 Thank you. ,a �10 TO: City Attorney, Paul Taddune CitN Engineer, Jai;' Hammon(' Fire Itarshall, Jim ililson Finance Dept., Larry Thoreson FROM: Colette Penne, Planninq Office RE: Shadow I?ountain Eciuities Timeshare DATE : I'ay 15, 1984 Attached for your review is an application resubmitted by Shadow Mountain Equities, Inc. for the conversion of the Shadow Mountain Lodge at Aspen (f/k/a Coachlight) to fractional estate ownership and condominiumization of the Lodge and for a con6itional use permit for fractional estate ownership. Plea- return yo eferral comments 'Co the Plannina Office no later t _an June 5, 1984 i order for this office to have adectuate time to pre e n ntation of this case at a public hearing before the P&Z on e 1_1, 1984. Thank you. RUTH H. BROWN 1201 Williams Street, Denver, Colorado 80218 May 23, 1984 Mr. Perry Harvey, Chairman Planning & Zoning Commission 130 So. Galena St. Aspen, Colo. 81611 Dear Mr. Harvey, I will be unable to attend the hearing scheduled for June 19th on converting the Coachlight Lodge from a straight condominium to time sharing and wish to take this opportunity to voice my objections to such a change. I have had the opportunity to ob- serve time sharing condominiums in Hawaii and in Washington State, and in my opinion such an ar- rangement causes a deterioration in neighborhood values as well as contributing to greater than normal depreciation of the time sharing property due to heavier than normal usage and the lack of an owner's interest in maintaining the property in which he has only a fractional interest. As the owner of the property im- mediately adjacent to the Coachlight, I would urge the Planning & Zoning Commission to deny the ap- plication. Yours very truly, ,, V', A-: bv,,Ruth wn RHB/d * * * APPLICATION FOR CITY OF /ASPEN TIMESHARE PROJECT LICENSE, AS REQUIRED BY * SECTION 20-24 OF THE MUNICIPAL CODE OF THE CITY OF ASPEN * ************************************************************************ * *************************************************************************** 1. NAME OF TIMESHARE PROJECT: Shadow Mountain Lodae At Aspen. 2. MAILING ADDRESS: 232 W. Hyman Avenue,. Aspen, CO 81611 3. LOCATION ADDRESS: 232 W.'Hyman Avenue, Aspen, CO 81611 4. BUSINESS TELEPHONE NUMBERS) 925- 8 0 7 5. MANAGER OF TIMESHARE PROJECT: Name(s) Phone Number(s) Address(es) Shadow Mountain 925-8207 232 W. Hyman Ave. Realty, Inc. Aspen, CO 81611 6. PRINCIPAL(S) OF TIMESHARE PROJECT: Name(s) Phone Number(s) Address(es) Raymond A. Harn 815-235-7171 1840 S. Walnut St. Freeport, ILL 61032 7. NUMBER AND TYPE OF UNITS IN TIMESHARE PROJECT: Number of Units Type (studios, one -bedroom, etc.) Studios 11 1 3 bedroom 2 employee units TOTAL 14 8. COMPUTATION OF TIMESHARE PROJECT LICENSE FEE SUBMITTED WITH THIS APPLICATION: First Year of License Issuance $13.70 x no. of days remaining in calendar year Total 1st Year License Fee $13.70 x = $ Subsequent Year(s) License Fee = $5,000.00 9. ALSO SUBMITTED WITH THIS APPLICATION IS THE SUM OF $20,000 CASH OR $20,000 IRREVOCABLE LETTER OF CREDIT IN THE FAVOR OF THE CITY OF ASPEN FOR THE PURPOSES OF SECURING THE TIMESHARE PROJECT'S RESPONSIBILITY FOR THE CITY'S POTENTIAL LEGAL FEES AND EXPERT WITNESS FEES IN THE EVENT OF THE TIMESHARE PROJECT'S DEVIATION FROM THE APPROVED MARKETING PLAN AND SALE TECHNIQUES. * "Shadow Mountain Equities, Inc. *to be supplied after approval President 10. APPLICATION PREPARED AND SUBMITTED BY r (/'/ tC t( title date signature APPROVAL BY CITY OF ASPEN CITY COUNCIL: I, -Kathryn S. Koch, duly appointed and acting City Clerk hereby certify that the foregoing application for a City of Aspen Timeshare Project License was approved by the City Council of the City of Aspen, Colorado, at a meeting held on day of , 198,. Kathryn S. Koch, City Clerk a •• • 0 MENORANDUII TO: City Attorney City Engineering Department Building Department Finance Department FROM: Colette Penne, Planning Office RE: Shadow Mountain Equities Timeshare DATE: T'ay 1, 1 S`84 Attached for your review and comment is information with respect to the Shadow Mountain Be uities Timeshare application. The moratorium on the processing of timeshare applications has been lifted and this case has been scheduled to go before the Aspen Planning and Zoning Commission on June 5, 1984. the realize that some of you may have commented on this application when it was referred out previously, but we would appreciate your re -reviewing the materials and commenting on the application once again under the new requirements. Regardless whether you have commented once before or not, we would appreciate receiving your referral comments with respect to this application no later than May 25, 1984 in order for this office to have adequate time to prepare for its presentation before P&Z. Thank you. i i A HADOWMOUNTAIN REALTY May 1 , 1984 Alan Richman Aspen/Pitkin Planning Office 130 South Galena Street Aspen, CO 81611 Mr. Richman, In response to your letter dated April 30, 1984, enclosed, requesting a letter "describing how you propose to meet the timesharing requirements imposed by the City Council (i.e. new fees, handicap access, etc.).", the following is submitted. There was some confusion, on my part, about the handi cap access require- ment until I spoke with Mr. Blomquist, councilman, about it. The council, by motion of Al Blomquist, changed the ordinance to read "provide handi cap access to 10 percent or the rooms and common areas." It is my belief the council meant common ammenities not common areas, as you have stated is your belief. To that end, our ammenities at the Shadow Mountain Lodge are the Jaccuzzi/swimming pool. and parking area. Handi cap access is provided to these areas now. If the council wants handi cap access to common areas, this would mean mechanical rooms and equipment, walls, storage areas etc. (common elements see Colorado Real Estate Commission definition inclosed) At any rate, Shadow Mountain Lodge will do what ever is neccessary to comply with the ordinance's handi cap provision. In regard to the "$5,000.00 per year license fee" it will be paid as re- quired in the city ordinance 55. All other requirements of the Timesharing Ordinances will be met as spelled out in the application presented to the Planning Office 8 months ago. Thank you very much for expiditing the application process. If you need additional information or comments please call me at once. I will cooperate in any way that I can. Sincerely, A�f William H. Venner, President 232 WEST HYMAN AVENUE • ASPEN, COLORADO 81611 0 303/925-8207 RESS1® 113 ��'` 1 Nt. Aspen/Pit 130 s aspen; April 30, 1984 Mr. William H. Venner Shadow Mountain Reatly, Inc. 232 West Hyman Aspen, CO 81611 Dear Mr. Venner: ing Of f ice street 81611 After having talked to you this morning, I would like to first apologize to you for the great deal of confusion which has surrounded the processing of your timeshare application. I realize that being caught up in the moratorium has been a frustrating and time consuming experience for you. However, I think that the City had some important issues it needed to address and the completion of the legislative review has resulted in a better ordinance for the community. Now that the moratorium has been lifted, it is time to move forward with the consid- eration of your application. I originally thought that we might be able to place this item on the next P&Z agenda on May 8, but now realize that there are several things which must be done before your proposal will be ready for public review. The items which must be accomplished are as follows: 1. You need to write us a letter describing how you propose to meet the timesharing requirements imposed by City Council (i.e. new fees, handicap access, etc.) 2. We need to contact our referral agencies (City Attorney, Engineer, Finance, Building, etc.) to obtain their comments on your proposal, as it has been supplemented. 3. We need to set a public hearing before the P&Z, since timesharing is a conditional use in the L-3 zone. I would suggest that you familiarize yourself with the new timeshare regulations and formulate a response to these new requirements as soon as possible. Should you submit all the material we require by mid -week (i.e., May 1 or 2) we could begin the review process and place you on the P&Z agenda for June 5. If your submittal is not in this office prior to the end of this week, the first agenda which will be available to you will be June 19. Please let me know if I can provide you with any additional information. Sincerely, Alan Richman Assistant Planning Director cc: Andy Hecht A 0 // A - -I - C/ - - _ v G� •0 •0 V. SUBDIVISIONS 19 TITLE 38, ARTICLE 33, C.R.S. CONDOMINIUM OWNERSHIP ACT 38-33-101. Short title. This article shall be known and may be cited as the "Condominium Ownership Act." 38-33-102. Condominium ownership recognized. Condominium ownership of real property is recognized in this state. Whether created before or after April 30, 1963, such ownership shall be deemed to consist of a separate estate in an individual air space unit of a multi -unit property together with an undivided interest in common elements. The separate estate of any con- dominium owner of an individual air space unit and his com- mon ownership of such common elements as are appurtenant to his individual air space unit by the terms of the recorded declaration are inseparable for any period of condominium ownership that is prescribed by the recorded declaration. Condominium ownership may exist on land owned in fee simple or held under an estate for years. 38-33-103. Definitions. As used in this article, unless the context other- wise requires: (1) "Condominium unit" means an individual air space unit together with the interest in the common elements appurtenant to such unit. (2) "Declaration" is an instrument recorded pursuant to section 38-33- 105 and which defines the character, duration, rights, obligations, and limitations of condominium ownership. (3) Unless otherwise provided in the declaration or by written consent of the condominium owners, ':general common elements;' means; The land or the interest therein on which a building or buildings are located; the foundation, columns, girders, beams, supports, main walls, roofs, halls, corridors, lobbies, stairs, stairways, fire escapes, entrances, and exits of such building or buildings; the basement, yards, gardens, park- ing areas, and storage spaces; the premises for the lodging of cus- todians or persons in charge of the property; installations of central services such as power, light, gas, hot and cold water, heating, re- frigeration, central air conditioning, and incinerating; the elevators, tanks, pumps, motors, fans, compressors, ducts and in general all apparatus and installations existing for common use; such community and commercial facilities as may be provided for in the declaration; and all other parts of the property necessary or convenient to its exis- tence, maintenance, and safety, or normally in common use. (4) "Individual air space unit" consists of any enclosed room or rooms occupying all or part of a floor or floors in a building of one or more floors to be used for residential, professional, commercial, or indus- trial purposes which has access to a public street. Vol. 103 * No. 17 April 26, 1984 * Aspen, Colorado 20 Cents * 2 Sections • April 26, 1984 The Aspen Times Page 21-A Major timeshare change rejected council retains L-3 district and finally OKs ordinance Changed and rechanged, tabled 4kd retabled, an ordinance ending the city's timeshare Itrols was almost, but not, red again Monday to keep timesharing out of the L-3 lodging district where the majority of old- er lodges are located. However, a last-minute attempt by Council Member Chic Collins to delete L-3 from the zon- ing districts in which timesharing is a conditional use was turned back by a three -to -two vote. Although the ordinance, -num- ber 55, was adopted on second and final reading by the council on Feb 13, it was not published by the city attorney because he has been asked to make some lan- guage changes. Consideration of these changes was tabled by the council at sever- al meetings, but on April 9 the council voted to end a morator- ium, adopted last November, an acceptance of timeshare applica- tions subject to final approval of the revised language. Monday, when Collins voted to amend the ordinance to delete the L-3 district he was advised by City Attorney Paul Taddune that this was a substanstive change and might require reconsidera- tion of the entire ordinance. Motion to Change However, a motion by Collins to make this change was seconded by Al Blomquist, but rejected by vote of Dick Knecht, Bill Stirling and Charlotte Walls. In January the council first approved a companion zoning ordinance, number 58, to not in- clude L-3 in the districts in which timesharing was a conditional use, then reversed itself at a sub- sequent session to include 1-3. Swing vote in the reversal to include L-3 was provided by Al Blomquist, who changed his mind between the Jan 9 and Jan 23 ses- sions. He also supported inclusion of the L-3 at the Feb 13 meeting when Ordinance 55 was approved for the second time. Monday, Blomquist also asked that a paragraph guaranteeing handicap access be changed since a report earlier in the meeting ex- plained that the city had revised the Uniform Building Code to ex- empt one- and two-story buildings from handicap access provisions of the UBC. Tom Isaac Report The report was made early in the meeting by former Council Member Tom Isaac, who was pa- ralyzed in a bodysurfing accident in 1982 and was carried up the city hall stairs to the council room in his wheelchair. Blomquist questioned whether language in the ordinance refer- ring to thu UBC would refer to Aspen's version of the code or the code as adopted in other cities. The paragraph would be in- cluded in the timeshare standards section of the original ordinance and would have stated: "Hand- icap Access: Satisfactory provi- sions shall be made to provide handicap access to and through- out the project as required by the Uniform Building Code." Approved by the council, Blom- quist's motion was to change this to delete "as required by the Uni- form Building Code," and changed to read "provide hand- icap access to 10 percent of the rooms and all common areas." Another Change Another approved change would add the words "per year" in the paragraph describing the $5,000 license fee required by ap- plicants. Ordinance 55 was then approved by a four to one vote, with Collins the lone dissenter. One reason final consideration of Ordinance 55 was tabled sever- al times last winter was to permit the city attorney to draft an ordi- nance taxing timeshare units. A preliminary draft of this tax ordinance was presented to the council last month, but tabled to permit the city attorney to con- duct more research. Local attorneys have expressed concern with the legality of im- posing a sale or use tax on timeshare units since they are sold as real estate and required to pay the real estate transfer tax when sold. The original, long, complex timeshare control ordinance was adopted late in 1982 after over a year of consideration by the plan- ning and zoning commission and city council. Aspen/Pitkin Planning Of f ice 130 south galena.street aspen; .,colorad,o 81611 April 30, 1984 Mr. William H. Venner Shadow Mountain Reatly, Inc. 232 West Hyman Aspen, CO 81611 Dear Mr. Venner: After having talked to you this morning, I would like to first apologize to you for the great deal of confusion which has surrounded the processing of your timeshare application. I realize that being caught up in the moratorium has been a frustrating and time consuming experience for you. However, I think that the City had some important issues it needed to address and the completion of the legislative review has resulted in a better ordinance for the community. Now that the moratorium has been lifted, it is time to move forward with the consid- eration of your application. I originally thought that we might be able to place this item on the next P&Z agenda on May 8, but now realize that there are several things which must be done before your proposal will be ready for public review. The items which must be accomplished are as follows: 1. You need to write us a letter describing how you propose to meet the timesharing requirements imposed by City Council (i.e. new fees, handicap access, etc.) 2. We need to contact our referral agencies (City Attorney, Engineer, Finance, Building, etc.) to obtain their comments on your proposal, as it has been supplemented. 3. We need to set a public hearing before the P&Z, since timesharing is a conditional use in the L-3 zone. I would suggest that you familiarize yourself with the new timeshare regulations and formulate a response to these new requirements as soon as possible. Should you submit all the material we require by mid -week (i.e., May 1 or 2) we could begin the review process and place you on the P&Z agenda for June 5. If your submittal is not in this office prior to the end of this week, the first agenda which will be available to you will be June 19. Please let me know if I can provide you with any additional information. 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Bil u7. k- I ill �91 PA RK pow A-4 POW W." -C.)L cr> K a r,jc MAX=- 'ct-•:r--- Ar. r.-Y. fzztl ik Co. . 61 Rl it FS_ I C� t TMPT:7 4:. 7Y, D� It .Ile F Choose One • Choose Any One •Choose Any One Prime Ski Summer/Fringe Ski Spring/Fall 51 48 16 52 Christmas 49 December 20 May 1 January 50 * 21 2 14 * 22 3 15 23 4 26 June 24 5 27 July 25 6 28 37 7 February 29 38 8 30 39 9 31 40 10 March 32 41 October 11 33 42 12 34 43 13 35 44 36 September 45 46 November 47 Exception: Purchasers of weeks 13 or 51 have first choice regarding 14 and 50 respectively. 1984 USE WEEK CALENDAR Week No. Date 1 December 31 2 January 7 3 January 14 4 January 21 5 January 28 6 February 4 7 February 11 8 February 18 9 February 25 10 March 3 11 March 10 12 March 17 13 March 24 14 March 31 15 April 7 16 April 14 17 April 21 18 April 28 19 May 5 20 May 12 21 May 19 22 May 26 23 June 2 24 June 9 25 June 16 26 June 23 Week No. Date 27 June 30 28 July 7 29 July 14 30 July 21 31 July 28 32 August 4 33 August 11 34 August 18 35 August 25 36 September 1 37 September 8 38 September 15 39 September 22 40 September 29 41 October 6 42 October 13 43 October 20 44 October_ 27 45 November 3 46 November 10 47 November 17 48 November 24 49 December 1 50 December 8 51 December 15 52 December 22 H w CJ Q w W 0 a ve a, C) 0 0 v � v r v O MC* -woo o`c 000C-O O r00tin MMO OCR •ri r -t Ul O O -0 M 0 0 0 Ul 0 O C- r r 0 M M O in CYl OnlMU10000Cn OU\MC- lO MCOo r I +� MM+�-,O M C-MN -,t-tN'0 0 00 �Ul 0000 �� 0 Cal r M 00 Cal O Cal r U '- �% V} r r M � L,c fA U m r-i . 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C) A to Q) Q) Q) E 'i Q) to Cd %� U Z• 4 O d a) p 0 Q) p -ri of i-D f i f+ H • 3 O C U E-• H fs. U W H U) a� CO CCC C] > �I z CO Al i ;7. LL 4 !OPKINS Pr :q.l lll� Oe- kPAEP LICE� �- - �- - -1. . - m o., b eldle h kt .P 1 rp Q PAR K is 71. is H 0 P Q;3 IV Ki z S-1 s- iz-• Eit oA G� CO. 'TIC. Z -AlT. %l 14,YS. m 10 0 A A -GOTTIONWOOD•S Ylli 17,ra 7Y, F _:1— '5 4-: -,:J H E ocl� 1 4%, 7'rIlf CITY/COUNTY PLANNING OFFICE • • 130 S. GALEr4A ASPEN. COLORADO 8161 i ` JNET U RIyEG ^� ro SENDER NO MAIL RECEF T ACI E Thon T. CruMn"cker June A ea nson As_ CO 81 >_ i i C�------------ MAY19 1 AM_- i CITY/COUNTY i'LA. "?•••Rlfi OFFICE. ASPEN, COLORADO 81611 20 Fop,., Dorothy Poch Shaw (Estate of) rox 510 Aspen, CO BI-612. I M.4Y13 � AM �__- CITY/COUNTY PLANNING OFF1 PtIlu 130 S. GALENA ASPEN, COLORADO 81614, ENDER N@ft" ChOked Od Not 69we no I;ucb NombW Vace w -.7- No XBL-� *10 Awa Tana 1T. Fuettas, Deborah ST-,�ith & Christopher Fmith 60 Pine Terrace Tiburon, ('-A 94920 N(-1 T [)I*.*I-.l ,.)I f 14r; t%, USE COMPARISON between RENTAL, LODGES and FRACTIONAL ESTATE OWNERSHIP A typical rental unit at a comparable _lodge turned over 46 times from October 1,1981 through September 31, 1982. The lodge used in this compar- ison is similar to the Shadow Mountain Lodge (formerly the Coachlight) in room size, rates and location. This lodge was used for comparison because Carol Ann Jacobsen Rentals just began as the rental agent July 1, 1983. A typical unit under the plan of 1/15 Fractional Estate Ownership will have a maximum of 41 turnovers per year. Each 1/15 Fractional Owner is deeded 3 use weeks per year. Several of these use periods include 2 consecutive weeks. Out of the 52 weeks of the year, 7 weeks are left unsold. Assuming that all 15 Fractional Owners in fact use their weeks or send a friend to use them, the maximum number of turnovers throughout the year would be 41. It is also important to understand the inherent difference between a renter and an owner. The pride of ownership is a key ingredient to the favorable impact associated with Fractional Estate condominium ownership. 0 0 Week Selection Chart Fractional estate owners have three occupancy weeks each year. This enables everyone to be equal owners. The choices of weeks are made on a first come, first served basis at the time of purchase. Each owner creates his own package by using one week from each season: Prime Ski, Summer/Fringe Ski and Spring/Fall. Choose One Prime Ski 51 52 (Christma 1 January 2 3 4 5 February 6 7 8 9 March 10 11 12 13 Choose Any One Summer/Fringe Ski 48 s) 49 December 50* 14* 15 26 June 27 July 28 29 30 31 August 32 33 34 35 36 Septembe Choose Any One Spring/Fall 16 20 May 21 22 23 June 24 25 37 September 38 39 40 41 October 42 43 44 r 45 November 46 47 * Exception: Purchasers of weeks 13 or 51 have first choice regarding 14 and 50 respectively. USE WEEK CALENDAR on the following page shows starting dates of weeks. The weeks that are not chosen are deeded to all 15 owners collectively, and may be used by any owner on a first come, first served basis by contacting the management company. "There is a big difference between someone who rents and someone who owns a condo- minium. We, like everyone else at Timber Run, have that special pride that only comes with ownership." Don Mueller, Fractional Oumer West Bend, Wisconsin PUBLIC NOTICE PR: Shadow Vountain Equities Timeshare NOTICE IS HEREBY GIVENI that a public hearing will be held on June 19, 1934, at a meeting to begin at 5:00 P.N. before the Lspen Planning and Zoning Commission, in Council Chambers, 130 S. Galena, Aspen, Colorado, to consicer an application made by Shadow Mountain Equities, Inc. to convert the Shadow Mountain Lodge at Aspen (f/k/a Coachlight Lodge and Condorminiums) to fractional estate ownership anc! condo'miniuni nation of the Lodc±e, and to consider the applicant's request for a conditional use permit for fractional estate OWnership (timeshare). For further information contact the Planning Office, 130 S. Galena, Aspen, Colorado 81611 (303) 925-2020, ext. 22.3. Chairman Aspen Planning and Zoning COTaMi SS i On Published in the Aspen Times on 1-(ay 17, 1984. Cite of Fspen Account. OWNERSHIP AND ENCUMBRANCE WORT 10460 TI Made For: Garfield & Hecht STEWART TITLE OF ASPEN, INC. • $50.00 HEREBY CERTIFIES from a search of the books in this office that the owner of Lots K, L, M and N, Block 53 City and Townsite of Aspen Situated in the County of Pitkin, State of Colorado, appears to be vested in the name of Shadow Mountain Equities, Inc. and that the above described property appears to be subject to the following: None EXCEPT all easements, right-of-ways, restrictions and reservations of record. EXCEPT any and all unpaid taxes and assessments. This report does not reflect any of the following matters: 1) Bankruptcies which, from date of adjudication of the most recent bankruptcies, antedate the report by more than fourteen (14) years. 2) Suits and judgments which, from date of entry, antedate the report by more than seven (7) years or until the governing statute of limitations has expired, whichever is the longer period. 3) Unpaid tax liens which, from date of payment, antedate the report by more than seven (7) years. Although we believe the facts stated are true, this Certificate is not to be construed as an abstract of title, nor an opinion of title, nor a guaranty of title, and it is understood and agreed that Stewart Title of Aspen, Inc., neither assumes, nor will be charged with any financial obligation or liability whatever on any state- rient contained herein. Dated at Aspen, Colorado, this 8th day of September STEWART TITLE OF ASPEN INC. BY Authorized Signature A.D. 1983 at 8:00 A.M. Crewart Title Form (FEZ 10/82 • MEMORANDUM TO: Colette Penne, Planning Office / FROM: Jim Wilson, Chief Building Official9CJ`� DATE: October 12, 1983 RE: Shadow Mountain Equities Timeshare On October 3, 1983, I inspected the premises of the Shadow Mountain Lodge at 232 W. Hyman St., and reviewed our file on the Coachlight Plaza Building, as the Lodge was previously known. As required by Sec. 20-24(g) of the Aspen Municipal Code, the building must comply with current fire and building codes. My inspection/investigation revealed the following deficiencies: 1. Our files contain a temporary certificate of occupancy that expired May 1, 1982, and no indication that another certificate was ever issued. I would like the present owners to produce a valid Certificate of Occupancy prior to any approvals. 2. The "storage" lofts are attractively finished and alluring as sleeping areas, although they do not qualify as habitable space. Previous owners had, in fact, used the lofts for sleeping despite Building Department restrictions. Use of the area for sleeping is extremely dangerous because there can be no rapid escape via window or stairway. In addition, conditions such as overstuffed chairs too close to woodstoves and inoperative smoke detectors in most of the units I inspected compound the danger. I recommend that use of the lofts be physically prohibited. 3. The condition of the employee units in the basement are equally unsafe. The existing exiting system violates building code by requiring one necessary exit path to pass through a storage area. In addition, the required emergency egress opens into a sunken (8'-9') patio area with no further means of escape. One of the occupants had disconnected her smoke alarm. 4. The boiler/laundry room is situated directly across from the employee units in the basement. Building code requires the room to have a fire door with closer. The existing door is not fire rated, has had the closer removed and had a sign on it requesting that it be left open when the clothes dryer is operating. I believe the request is made because of the lack of adequate outside combustion air to the room, another code violation. 5. If there were any portable fire extinguishers in the building, they were not readily visible as required by fire code. As a result of my inspection, I cannot, with clear conscience, certify that there is no present danger to the safety of occupants of the Shadow Mountain Lodge. JW/ar cc: Shadow Mountain Realty Gary Esary, Asst. City Attorney ✓� �K CO. AS�N��NG OtiF�C� Resort Condominiums International 1 nlernalional I leadquarlers: 9333 North Meridian Street P.O. Box 80229 Indianapolis, Indiana 46280-0229 317-846-4724 Telex: 276118 RCIIND September 14, 1983 Mr. William Venner Shadow Mountain Lodge 232- West Hyman Avenue Aspen, CO 81611 Dear Mr. Venner: Offices in: London i Mexico city Monte Carlo Nagoya �rM Sydney The world's oldev and larxest vacation e.tc'hane network. Re: Shadow Mountain Lodge Please accept this letter as an indication of our interest in affiliating your new vacation project "Shadow Mountain Lodge" in Aspen, Colorado. I feel Shadow Mountain Lodge would be a welcome addition to Resort Condominiums International's family of quality resorts worldwide. Resort Condominiums International (RCI) has had a good business relationship with you and your associates while at Timber Run Realty. We feel with your experience in the marketing of fractional ownership estates and the professional reputation you have built should increase the marketability and credibility of "Shadow Mountain Lodge". Affiliation of "Shadow Mountain Lodge" with RCI, of course, is subject to your submission of all documentation and fees and approval by the RCI Executive Committee. If I can be of any assis ly your Georgq M. Donahoe Marketing Director GMD:sn in this process please contact me. Member — American Society of Travel Agents American Hotel & Motel Association �'� © National Timesharing Council of A.L.D.A. CASELOAD SUMMARY SHEET City of Aspen No. 1 � F,5 Staff: �;&-,F4e- PROJECT NAME: APPLICANT: /�,�� yf�u� ��[O_ L, Phone: M36 REPRESENTATIVE: Phone: TYPE OF APPLICATION: I. GMP/SUBDIVISION/PUD (4 step) 1. Conceptual Submission 2. Preliminary Plat 3. Final Plat II. SUBDIVISION/PUD (4 step) 1. Conceptual Submission 2. Preliminary Plat 3. Final Plat III.EXCEPTION/EXEMPTION/REZONING (2 step) IV. SPECIAL REVIEW (1 step) 1. Special Review 2. Use Determination 3. Conditional Use REFERRALS: Attorney Engineering Dept. Housing Water City Electric r FINAL ROUTING: ,5• Attorney Building (Fee) ($1,840) ($1,120) ($ 560) ($1,290) ($ 830) ($ 560) ($1,010) ($ 465) *",A.dl ")'44 A"t V� Date Referred: 91-2-IF-q Sanitation District Mountain Bell Parks Holy Cross Electric l� Fire Marshall/Building Dept Date Routed: Engineering Otheri�-�iz�t�"� School District Rocky Mtn. Nat.Gas State Hgwy. Dept. Fire Chief �0therjoACf � '7 Ad 9 � DISPOSITION: CITY P&Z REVIEW: Ordinance No. CITY P&Z REVIEW: CITY COUNCIL REVIEW: L" r Ordinance No. �J Page 6 you require further detail on the findings of P&Z with respect to condi''ional use, this can be provided verbally at your meeting. The Engineering Department's points concerning the inadequate curb and u:;e of gravel between the curb and sidewalk areas could be rectified if an improvement district is formed in the future. For the present, and because of the impacts of cars parking on this area when using the lce Garden, we feel the status quo can remain until such time as curb and gutter improvements are made. The parking requirement in the L-3 zone is one (1) space per bedroom. Fourteen (14) spaces are provided for the fourteen (14) lodge rooms. During the two prior reviews when the employee units were considered, no mention was made of parking spaces. The Planning Office and the P&Z feel that the fourteen (14) spaces provided are adequate and a,parking exemption should be granted for the employee units. PLANNING OFFICE AND PLANNING OFFICE RECOMMENDATION: The' Planning and Zoning Commission and the Planning Office recommend approval for subdivision exception for the purpose of timesharing th6 Shadow Mountain Lodge at Aspen and for a parking exemption for the' two (2) employee units, subject to the conditions enumerated below. We fe.l that the applicant has substantially complied with the timeshare regu].-�tions and we are therefore submitting a detailed list of conditions that do not indicate deficiencies, but rather, provide a useable recorl to ensure that the project is carried out as it has been sub- mitted. With this in mind, we recommend approval for the timeshare appli.ation subject to the following conditions: 1. The applicant must agree to join any future improvement districts according to the standard language of the City Attorney's form. 2. The parking area must be striped (8-1/2' x 18' spaces) to insure good utilization. There must be fourteen (14) total spaces. The condominium plat must be amended in the following ways: a. The survey submitted is an "old" one dated December of 1981. A current survey must be performed to the extent of verifying that the property corners shown are still in place. If any of the monuments are missing,, new ones must be set. b. The title of the new platting must include the term "timeshare." C. There is a concrete sidewalk on the southerly portion of Lots M and/or N which is not shown, and there is no fence at the stairs there. d. The fences in front of and the railings and railroad tie cribbing behind the building should be labeled. e. The plat must show an easement for the transformer, ten (10) feet parallel to the alley and twenty-six ( 26 ) feet back. The property owner may continue to use the area for parking. Also on this area should be a designated trash area. The dumpster may not be placed in the alley. f. A title certificate will be needed and a mortgagee's certificate is suggested. Language for these is available from the City Engineer's office. g. The zone district (L-3) must be indicated. • • Page 7 4. The project must include the amenities of the outside pool with jacuzzi jets, free standing wood burning fireplaces, kitchenettes, and the office/lobby area. 5. Occupancy by a timeshare owner is limited to t tyr_(-3Q�" days in high season. 6. No prohibited marketing practices will be allowed including the giving of gifts, use of public malls or streets for sale, or phone solicitations. 7. The twelve (12) lodge units must each be split into fifty- two (52) weeks, one interest for each week of the year. Seven (7) weeks must not be sold. Four (4) of these seven (7) weeks must be reserved for the maintenance of the project, with no rentals or other uses allowed. Two (2) of the' four (4) weeks reserved will be in November and two (2) weeks willbe in as proposed inhthree (3)png forty-five (45) weeks week timeshare packages. must be P 8. No right -to -use timeshare leashold will be allowed. All sales must be on a fee ownership basis. 9. Shadow Mountain Realty, Inc. will be the marketing entity with Bill Venner and Boone Schweitzer as contact persons. The marketing program outlined in the application must be followed. 10. Proof that the reserve accounts have been established as proposed must be documented to the City of Aspen Finance Department on or before the establishment of the accounts. Any changes which decrease the contributions to the account must be approved by the City Council. 11. Deposits or down payments made in conjunction with the purchase of a timeshare unit neutralbe held in third partyan escrow (proposed account until the closing by by applicant to be a local title company). 12. No Certificate of Occupancy will be issued for timesharing fifteens 15 timeshare packages iven unit until are sold forfive that (unit f the fifteen ( ) 13. A Board of Managers must be established as proposed. When closings occur on the unit, both the declarant and the new timeshare owners must begin to pay their quarterly assessment fees. 14. The Interior Reserve Fund and the Exterior Reserve Fund must be held in escrow for interior and exterior repairs and maintenance. After a five (5) year period at the assessment level al expenses and budgeted, ectdions,nents may be with City Council approval. e according to actual expenses 15. Occupancy levels are set at two (2) occupants at one time in studio units and eight (8) occupants in the three -bedroom unit. 16. The fractional owners in common must own the common areas and common amenities in the lodge and this must always remain in the documentation of the project. 17. The Board of Managers a must local designate a managing agent, and that agent must b 18. One deed must be conveyed for each three week package so that weeks are never sold individually. 19. The project is subject to Section 20-24 and the State Timeshare Page 8 Laws which is specified in the application. 20. The financing must be expressly subject to all restrictions placed on the project and all documentation required by Section 20-24 shall be presented to perspective purchasers. 21. The plan manager or the managing agent must show evidence to the City of a Colorado State Sales Tax License. Occupancy of a unit by anyone other than the owner is subject to sales tax the same as if the occupancy were of a hotel or lodge unit. A required real estate transfer tax will apply to initial and subsequent sales of the timeshare interest and will be collected as in any other real estate transaction. 22. Any changes in the project instruments resulting from this process must be reviewed by the Planning Office and the Attorney's Office for approval to ensure that all changes or clarifications are accurately made. 23. Any updating or amending of the approved timeshare documents must be approved through the City according to the requirements of Section 20-24 of the subdivision regulations. 24. The declarant must be responsible for all assessment fees and expenditures related to the unsold timeshare units. The declarant may rent unsold units but the rental money must go toward any maintenance which may be necessary as a result of the unit's use as a rental. 25. The fractional owners in common may not lease the common elements or amenities which are owned by the Association. 26. To ensure compliance with the proposed marketing program, the applicant must post with the City suitable security in the amount of $20,000 cash or a $20,000 irrevocable letter of credit. 27. Full details of the chosen exchange program (cost, procedures, other projects involved, confirmation percentages, etc.) must be provided to prospective purchasers and owners of timeshare interests, as required by Section 20-24 of the Municipal Code. 28. The applicant sign the timeshare application and all documents to be recorded or made a part of this application. 29. The requirements granted pursuant to this section shall be binding on the applicant and the applicant's successors or assigns. 30. The applicant must submit to the Finance Director the license fee required by Section 20-24(S) of the Municipal Code, to be paid on a pro rata basis for the remainder of 1984, as determined by the City Finance Department. Prior to obtaining the license from the Finance Director, the applicant must first pay the outstanding fees owed to the Planning Office. The applicant shall annually obtain a new license from the Finance Director on or before January 1st of each subsequent year. (Note: The appropriate fee amounts will be established following final action by City Council.) 31. The loft areas cannot be used for habitation and can only be used for storage. This prohibition must be listed in the documents so that all purchasers are put on notice of this restriction. 32. Deed restrictions on the employee units and all other required documentation must be recorded with the City Attorney's approval. RESOLUTION OF THE ASPEN PLANNING AND ZONING COMMISSION RECOMMENDING THE APPROVAL OF THE PROSPECTOR LODGE TIMESHARE PROJECT PURSUANT TO SECTION 20-24, TIMESHARE REGULATIONS, SECTION 24-3.3, CONDITIONAL USE REVIEW AND SECTION 20-23, LODGE CONDOMINIUMIZATION Resolution No. 83 - WHEREAS, the Aspen Planning and Zoning Commission held a public hearing on August 2, 1983 at which time the Prospector Timeshare Project, located at 301 East Hyman Avenue (Lots A, B, C, D, Block 82, Aspen Original Townsite), was considered, and WHEREAS, since the project is a conditional use in the applicable CC zone district and is also considered a subdivision and condominiumization;the application had to comply with Sections 24-3.3 (conditional use review), 20-23 (lodge condominiumization), and 20-24 (timesharing) of the City Code, and WHEREAS the application does comply with all applicable requirements of the City Code. NOW, THEREFORE, BE IT RESOLVED by the Aspen Planning and Zoning Commission that it does hereby recommend that the City Council approve the proposed Prospector Timeshare Project subject to the following conditions: 1. The applicant must provide a current title commitment from a title insurance company prior to City Council review. 2. The condominium plat must be amended to include the following: a. Reference encroachment license granted by Council for the rock facade stairs on the north frontage. b. Indicate book and page of easements for the transformer in any vaults or pedestals on the property. C. Show common areas. d. Locate trash facilities. e. Add necessary approval certificates. f. Add unit amenities, including hot tubs and saunas. g. Designate employee unit #108. PJ -2- • 3. The landscape plan should be subject to the approval of the Parks Director. The plan should contain the following: a. The additional sidewalk spur on the west end of the alley. b. Irrigation of the planting areas along the west and north frontages to maintain trees in those locations. 4. The applicant must provide 16 on -site underground parking spaces. 5. The project must include amenities as proposed including a sundeck on the third floor, on - site parking, lobby, and unit amenities including a hot tub, sauna, wet bar and masonry fireplace. 6. Occupancy by a timeshare owner is limited to 30 days in the winter season. 7. No prohibited marketing practices will be allowed including the giving of gifts in a deceptive manner, use of public malls or streets for sale, and phone solicitations to visitors at other lodges. 8. The 19 renovated lodge units found in the Prospector must each be split into 52 weeks. Seven must be reserved for the maintenance of the project. Four of these seven weeks must be used exclusively for maintenance with no rentals or other uses allowed. Two of the four weeks must be in the spring while the remaining two weeks must be in the fall. The remaining 45 weeks must be sold as proposed in three week timeshare packages. Each three week package must contain a peak season ski week, a peak summer week, and an off season week in either the spring or the fall. 9. No right -to -use timeshare leasehold will be allowed. All Prospector timeshare interest sales must be on a fee ownership basis. 10. Timber Run Realty and Terry Liming as Plan Manager will be responsible for the marketing program for the Prospector. A local contact must be identified to the City of Aspen for communication purposes. The marketing program identified in the timeshare application must be adhered to. 11. Subsidies for transportation and lodging will be allowed for parties interested in visiting the Prospector Timeshare Project. The Planning Office must review this subsidy program six months after the program is initiated to ensure that it is operating in the responsible way in which it was proposed. 12. As proposed, the applicant must establish four banking accounts for operation of the budget system. Proof that these accounts have been established must be documented to the City of Aspen when such accounts are established. • -3- • 13. The issuance of a Certificate of Occupancy will be sufficient to meet the requirements of Section 20-24(F)(2) of the Code. 14. Deposits or downpayments made in conjunction with the purchase of a timeshare unit must be held in an escrow account until closing or the issuance of a Certificate of Occupancy, whichever is later. The escrow agent must be a title company in Aspen, a neutral third party. 15. No closing will be allowed until at least eight of the total 15 timeshare packages are sold for any given unit. 16. When closing occurs, the declarant as well as the new timeshare owners must then begin to pay their quarterly assessment fees. For any unsold units the developer is responsible for operating costs. 17. The Interior Reserve Fund and the Exterior Reserve Fund, both expenditures itemized in the maintenance/ assessment fees, cannot be reduced or suspended during the first five years after the first closing. All other expenditure items used in the calculation of the assessment fees can be adjusted with 75 percent of the owners and 100 percent of the mortgagees approving the adjustment. The money designated for the reserve funds must always be held in escrow to be used as needed for interior and exterior repairs and maintenance. 18. The Prospector timeshare units are limited to six occupants at any one time. 19. The actual 50 year deed restriction for the employee unit (#108) must be reviewed and approved by the Attorney's Office as soon as possible. 20. The owners are required to own the common areas and common amenities in the Prospector Lodge and this must be reflected in the appropriate documents. 21. The Board of Managers must designate a managing agent, a local agent. 22. One deed must be conveyed for each three week package so that weeks are never sold individually. 23. References must be made throughout the application and attached exhibits to indicate that the project is subject to all of the requirements in Section 20-24 as well as the State Timeshare Laws which are already specified in the application and attachments. -4- 24. The financing for the Prospector must be expressly subject to all restrictions placed on the project. 25. The applicant must meet the original three conditions of the Certificate of Occupancy issued by the Building Department. These three conditions include: a. The required handicapped access must be approved by Council. The P&Z recommends that the handicapped access requirement be waived. b. The parking requirements must be reduced with Council approval from 17 to 16 spaces or the additional space must be provided. The P&Z approved that the parking requirement be 16 spaces. C. The landscaping plans must be approved by City Council. P&Z approved the landscaping plan. 26. The plan manager or the managing agent must apply for and show evidence to the City of a Colorado State Sales Tax License since the City, County and State sales tax will be applicable to any short term rental of these units. A required real estate transfer tax will apply to initial and subsequent sales of the timeshare interest and will be collected as is done in any other real estate transaction. 27. The Prospector Disclosure Statement, the Prospector Condominium Documents entitled Fractional Estate Declaration, the Prospector Articles of Incorporation of the Fractional Owners Association, and the By -Laws of the Association as well as a sample purchase contract must all be amended to reflect the conditions of approval placed on the Prospector through the approval process. The Planning Office and the Attorney's Office must both review and approve the final documents to ensure the changes and clarifications are accurately made. 28. Any updating or amending of the approved timeshare documents must be approved through the City according to the requirements of Section 20-24 of the subdivision regulations. 29. The declarant must be responsible for all required assessment fees and expenditures related to the unsold timeshare units. The declarant may rent unsold units but the rental money must go toward any maintenance which may be necessary as a result of the unit's use as a rental. 30. The applicant must provide further information on the financing to be offered prior to Council review. 31. The applicant must clarify throughout the timeshare application references to timeshare units versus references to timeshare interests. -5- 32. 30 percent of the qualified voters (present or represented by proxy) of the Fractional Owners Association must be present to obtain a quorum. 33. The owners may not lease the common elements or amenities (excluding the employee unit) which they own as was proposed in the application. 34. To ensure compliance with the proposed marketing program, the applicant must post with the City suitable security in the amount of $20,000 cash, a $20,000 irrevocable letter of credit or a $100,000 surety bond. 35. Full details of the RCI exchange program (cost, procedures, other projects involved, confirmation percentages, etc.) must be provided to the purchasers of Prospector timeshare interests. 36. The applicant, not the applicant's attorney, should sign the timeshare application. 37. An affidavit regarding the management, services and maintenance offered when the Prospector was previously in operation should be submitted to verify that the services to be offered in the timeshare project are of equal or greater quality and quantity. 38. Further conditions may need to be placed on the Prospector timeshare approval subject to the presentation of the proposed laundry facilities. APPROVED by the Aspen Planning and Zoning Commission at their regular meeting on August 2, 1983. ASPEN PLANNING AND ZONING COMMISSION By: �' 7,7 C/ Zt-;CG Perry H/4,fvey, Chairma ATTEST: �Jo Ann Brooks, Deputy ity Clerk SHADOW MOUNTAIN EQUITIES, INC. AMENDED APPLICATION FOR APPROVAL OF FRACTIONAL FEE ESTATE PROJECT MAY 1984 1%* INDEX 1. Amended Application for Approval of Fractional Fee Estate Project 2. Ownership and Encumbrance Report - Exhibit "A" 3. Improvement Survey - Exhibit "B" 4. Site Plan - Exhibit "C" 5. Architects Letter - Exhibit "D" 6. Vicinity Map - Exhibit "E" 7. Condominium Map - Exhibit "F" 8. Amended Disclosure Statement - Exhibit "G" 9. Declaration, Articles of Incorporation and By -Laws - Exhibit "H" 10. Affidavit - Exhibit "I" • 11. Budget - Exhibit "J" • AMENDED APPLICATION FOR APPROVAL OF FRACTIONAL FEE ESTATE PROJECT This is an amended application pursuant to Section 20-24 of the Municipal Code of the City of Aspen by Shadow Mountain Equities, Inc., a Colorado corporation (hereinafter referred to as "Applicant"). The Applicant hereby applies for approval from the City of Aspen for the conversion of Shadow Mountain Lodge at Aspen to fractional estate ownership and condominiumization of that property and improvements situated in the City of Aspen at Block 53 Lots K, L, M and N. This is also an application for a conditional use permit for fractional estate ownership. In support of this request the Applicant submits the • following information, fees, plans and documentation: Section. 20-24 (D) , PROCEDURE 1. Fees. The Applicant with this application submits the requisite fees for subdivision and conditional use. 2. Proof of Ownership. Attached as Exhibit "A" is an ownership and encumbrance report shoeing fee title in the property which is the subject of this application vested in the Applicant without any restrictions on fractional estate ownership. 3. Improvement Survey. Attached as Exhibit "B" to this application is an improvement survey for the subject property. 4. Site Plan. Attached as Exhibit "C" is a site plan with sufficient detail to show parking, landscaping arid project amenities. The improvements were rebuilt in 1981 in conformity 0 with the 1979 UBC as adopted by the City of Aspen. The Shadow Mountain Lodge at Aspen (formerly known as the- Coachlight Lodge) at 232 West Hyman Avenue was built in 1981 and is complete. The Lodge contains twelve (12) free market units, eleven of which are studio units of approximately 350 square feet and one three bedroom unit of approximately 1800 square feet. There are also two employee units of approximately 300 square feet and an office/lobby area of approximately 250 square feet. The basement is large and open with a present use for storage by the owner. After subdivision into fractional estates the basement shall be used for the same purpose by the manager of the association. The construction is of reinforced concrete with brick columns and wood paneling on the exterior. The sidewalks are concrete, lighted and there is a handicap access ramp (see Exhibit "D", architect's letter). Amenities include freestanding wood burning fireplaces and kitchenettes in the units. There is an outside pool with jacuzzi jets. Landscaping is complete and very well maintained with sod, flowers, aspen trees and sidewalks. No further upgrading is necessary because of current improvements, but further upgrading is contemplated including a new roof. 5. Vicinity Map. Attached as Exhibit "E" is a map showing all adjacent and surrounding uses and their zoning and the names and addresses of the owners of property within 300 feet of the subject property. 6. Employee Housing. The project shall include two employee units each approximately 300 square feet designated on - 2 - • the Condominium Map as Employee Units 13 and 14 attached hereto as Exhibit F . 7. Disclosure Statement. Attached as Exhibit "G" is the Shadow Mountain Disclosure Statement. 8. Declaration/No Prohibition. This application is a concurrent application for fractional estate ownership and conditional use approvals and for amendment to the existing conditional use permit. The subdivision of the property into fractional estates involves the creation of condominium units and within each condominium unit the creation of fractional estates. This review process satisfies the lodge condominiumization review process (which has already been through the Planning and Zoning Commission for an exception from subdivision approval for condominiumization on January 6, 1981 and January 20, 1981 respectively). The real estate ownership plan and subdivision being created is not a condominiumization. It is a fractional estate project governed by the provisions of Section 20-24 of the Municipal Code of'the City of Aspen, Colorado. The Fractional Estate Declaration attached to this application as Exhibit "H" specifically provides for the fractional estate ownership as delineated in this application. There are no mortgagees yet in this project and all condominium units in the fractional estate project shall be included in the same sales and marketing program. 9. Marketing Plan for Shadow Mountain Lodge. The marketing plan for the Shadow Mountain Lodge will be just like Mthat of any other real estate company in Aspen. The product is a fee simple interest in real estate called a fractional estate. �c� • Just as a condominium unit is a subdivision of a building, a fractional estate is a subdivision of a condominium unit. The - marketing entity has chosen to sell a 1/15th tractional estate because it allows for three (3) weeks of use per year. The purchaser selects one (1) week from the three (3) seasonal categories of winter, summer/fringe ski, spring/fall. This is about the same amount of time an absentee owner spends in his wholly owned condominium. It is simply an alternative to spending $200,000 for a condominium the purchaser can only use two or three weeks each year and will be explained that simply. It is intended that the aggregate purchase price for the fractional estate will yield a return consistent with other condominium real estate sites in Aspen, after costs of sales are deducted. It is the marketing entity's belief that 1/15 fractional estate ownership will be an asset to the City of Aspen's economy because the owners will be using their units 45 weeks each year which is 84% occupancy. The plan of 1/15 fractional ownership will bring our owners to Aspen during each season as occupancy now is no higher than 35%. This disparity will bring more sales tax dollars to the City under the fractional ownership since the average tourist will spend approximately $100.00 per day in the winter and $75.00 per day during the other seasons. During the peak seasons of winter and summer, the marketing will be directed toward the Aspen visitor. Local newspapers, magazines, television and radio may be used much the same as other realtors in Aspen use these media. There will be =1= no "gimmick" type give away programs, no solicitation in the • malls or streets, no mass random mailings, no random telephone solicitation programs or other high intensity sales techniques. The visitor will read a display advertisement and visit the property to look it over. 10. Real Estate Transfer Tax. The real estate transfer tax will be collected at the closing of any fractional estate interest. The entity that prepares the closing will allow for the real estate transfer tax on the purchaser's settlement sheet and collect it with the rest of the closing costs. The tax will be paid prior to recording of the deed. 11. Upgrading. The upgrading required by the ordinance does not apply in the case of the Shadow Mountain Lodge as the lodge has been recently rebuilt. See architect's letter attached as Exhibit ll hereto. 12. Budget. See attached Exhibit "J" which is incorporated herein by this reference. 13. Management/Assessment Fees. The management/ assessment fees will be collected by the property manager on a semi annual basis by standard billing procedures. The fee paid from each owner will be divided according to the appropriate share that should go toward general operation, escrow for furniture, escrow for building reserve, escrow for taxes, and escrow for license fee. Four separate accounts will be established for this purpose. Standard ledger card procedures 14 will be used to keep each owners fees up to date. - 5 - • 14. Reserve Funds. There are three (3) reserve funds; one for the replacement and up keep of the interior of the units, and one for the upkeep of the outside of the building and general common elements and one for the license fee. The units are newly refurbished so that they should not need much maintenance for about five (5) years. By that time there will be available Five Thousand Dollars ($5,000.00) in the reserve for the refurbishment of each unit. The building reserve is more than adequate. At the end of a five (5) year period there will be Twenty Thousand Dollars ($20,000.00) in the reserve fund to repaint, repair or replace components of the building and general common elements. The license fee will be paid to the City of Aspen as collected semi-annually. Payment of the initial fee will be a one time lump sum payment on approval. From calculations made with the current property manager both the interior unit reserves and the building reserves will be more than adequate to keep the building in excellent condition. For the first five (5) years there will be no suspension or reduction of the reserve fund assessment. Thereafter, any suspension or reduction would require a vote of seventy five percent (750) of the owners and one hundred preceiit (100%) of the mortgagees. 15. Affidavit. Attached hereto as Exhibit "I" is an affidavit from the Applicant attesting that the required documentation and facts contained herein are true and accurate and acknowledging that the requirements of Section 20-24 of the - Municipal Code shall be binding on the successors and assigns of the Applicant. - 6 - Section 20-24(E), STANDARDS AND REVIEW CRITERIA 1. Right to Use. The proposed project does not involve an arrangement of non -fee ownership known as "right to use" common timesharing. The purchaser will receive a tee interest in the real estate as a tenant in common combining: a) an undivided fee simple interest with b) an agreement between owners granting each interest owner an exclusive right to possession and occupancy of the unit dividing the period established by that agreement. 2. Integration. Such fractionalized ownership will be conducted in all units of the project and will not be mixed with less intensive residential uses. ft3. Marketing and Sales Practices. The project will not be marketed with overzealous marketing campaigns. Generally in extolling the virtues of the project, the Applicant's marketing program will utilize responsible and ethical sales practices. Specifically, the Applicant will not employ nor permit to be employed by its agents any questionable method of marketing including, but not limited to the ordinances prohibitions of: a) Use of public malls and streets for sales; b) Sales campaigns using phone solicitation; c) The giving of gifts in a deceptive manner. Indeed, no gifts will be given to prospective purchaser; or - 7 - • d) Any sales or marketing practices which would tend to mislead potential purchasers. A prospective purchaser at the Shadow Mountain Lodge will choose the use weeks from three different categories. The first category contains the fifteen (15) most desirable ski weeks of the season. The second category contains the remaining ski weeks and mid -summer until September 1. The third category contains the remaining weeks of the year. When a prospectivepurchaser chooses one (1) week from each category, all times of the year are selected. There will be seven (7) weeks remaining. Two (2) weeks in the spring and two (2) weeks in the fall will be used to do all maintenance work necessary. When the project is sold in this manner all of the owners have an equal share of the • condominium. There will be no exclusively high season owners and exclusively low season owners in the same unit thus avoiding most of the problems of a typical timeshare project. 4. Amenities. The project's recreational amenities are sufficient so as not to cause undue burden on public facilities. The project's amenities include a heated swimming pool with built in jacuzzi, and a lobby and office area. 5. Parking. Parking shall bt: in conformity with the recommendations of the Planning and Zoning Commission of January 6, 1981 for an exception for condominiumization and approved by the City Council on January 20, 1981. The approval provided for off street parking spaces. This application requests a ratification of that approval. • 6. Maintenance. Maintenance services shall be performed as provided in Article XI of the Fractional Estate • Declaration to set aside periods where maintenance can be performed without infringing on the occupancy rights of the individual interest holders. The periods will be used to perform major repair and maintenance, to paint or redecorate the interior, and to replace worn furniture, and appliances. Specifically, the maintenance shall be as follows: The project has set aside two (2) weeks in the spring and two (2) weeks in the fall to do maintenance. These weeks are #44, #43, #17 and #18 according to the perpetual calendar established by the marketing entity. Because maintenance may take longer in some years the property manager may decide to move the maintenance weeks up or back a week in order to accommodate all of the units in the project. • 7. Budget. The projected budget delineated above, demonstrates a reasonable estimate of costs and expenditures. 8. Conversions. No upgrading is necessary since this project was newly built in 1981. 9. Escrow. Deposits or downpayments made in connection with the purchase of units in this project shall be held in an escrow account with a licensed title company in Aspen, Colorado until the closing of the unit or the issuance of a certificate of occupancy, whichever is later. 10. Management/Assessment Fees. Each owner will be assessed for expenses for common areas, maintenance, management fees, property taxes, utilities, upkeep or replacement of furniture or furnishings in each unit, insurance and other • expenses incurred in the normal operation of the project and in proportion to which each tractional estate bears to the entire • project. This assessment method is more particularly described in Article X11 of the Fractional Estate Declaration. Such assessment shall be from the date of closing and the Applicant shall from that date be responsible for assessments for unsold fractional estate fees on those units. 11. Reserve. A reserve account shall be established to assure that the project will be satisfactorily maintained throughout the lifetime of the project. There shall be no suspension or reduction of the reserve fund assessment in the first five (5) years from the closing of the first sale. Thereafter, the reserve budget shall be determined by the owners and mortgagees in conformity with Article XII of the Fractional Estate Declaration. • 12. Occupancy Standards. Occupancy throughout the project shall be at least limited by the Aspen Building Code requirements, although the owners may from time to time promulgate more restrictive occupancy requests. SECTION 20-24(F), DISCLOSURE 1. Disclosure Statement. A disclosure statement has been submitted with this application. 2. Conversion Property. The property has been newly built therefore the disclosure statement required in this section does not apply to this project. 3. Update and Filing. The Applicant will update the disclosure statement as it becomes necessary. Any and all changes and additions to the disclosure statements or project . instruments will be tiled with the City and filed in the real =Elm • estate records of Pitkin County. The changes or additions will first be submitted to the Planning Director for his review. 4. Time for Provision of Disclosure Statement. Before transfer of a fractional estate unit and no later than the date of execution of any contract of sale, the marketing entity will provide the intended transferee with a copy of the disclosure statement and all amendments thereto it any there be. 5. Right to Rescind. The seller wili clearly and conspicuously notify the prospective purchaser in writing of the right of rescission. The seller will provide an adequate opportunity to the purchaser to exercise his right of rescission. Within ten (10) days after receipt of notice to rescind, seller will return to the purchaser any and all monies given by the • purchaser to the seller. The right of rescission shall be a ten (10) calendar day period commencing on the date of the execution of the contract or receipt of the disclosure statement whichever is later. 6. Escrow of Deposits. Any deposits from a purchaser will be held in escrow in an account designated solely for that purpose in an insured depository. All deposits shall be held in the escrow account until: (1) delivered to the seller at the expiration of the time for rescission or such later time as may be specified in any contract of sale; or (2) delivered to the seller because of purchaser's default under a contract to purchase the fractional estate; or (3) refunded to the purchaser. 7. Effect. All instruments of conveyance shall 0 indicate that title is being transferred subject to the Condominium Declaration which shall include the disclosure • statum,-_r:t as an exhibit thereto. SECTION 20-24(G), BUILDING CODE HEALTH AND SAFETY REQUIREMENTS The structure is in compliance with all applicable fire and building codes and health and safety requirements. SECTION 20-24(H), UPGRADING PROJECT The building is newly built and no upgrading on the building is necessary. Interiors of the units will be refurnished and upgraded to the point of making them high quality units. SECTION 20-24 (I) , PROJECT INSTRUMENTS The organic documents of the project shall include: • Exhibit "G". 1. A Disclosure Statement submitted herewith as 2. The Fractional Estate Declaration. 3. Articles of Incorporation of the Fractional Estate Owners Association. 4. By -Laws for that Association. The above referenced documents set forth the following: (a) The legal description, street address or other description sufficient to identify the property. (b) Identification of fractional estate periods by letter, name, number or combination thereof. - 12 - (c) Identification of the fractional estate and the method whereby additional timeshare estates may be created. (d) The formula, fraction or percentage of the common expenses and any voting rights assigned to each fractional estate. (e) Any restrictions on the use, occupancy, alteration or alienation of fractional units. SECTION 20-24(J), MARKETING OF TIMESHARE UNITS Applicant's marketing plan has been previously outlined. To assure compliance with Applicant's marketing plan, as approved, Applicant shall either provide a letter of credit or cash. • SECTION 20-24(K), UNSOLD UNITS Applicant shall pay with respect to unsold fractional estate units assessments and fees equal to those assessed or levied on sold fractional estate units. The Applicant may rent unsold fractional estate units provided that any funds realized from the rental, to the extent necessary, shall be utilized to defray maintenance costs. SECTION 20-24(L), EXCHANGE PROGRAMS An exchange service has not been selected at the time of this application. However, the exchange service will be either Resort Condominiums International, Vacation Horizons International or Interval International. Regardless, the exchange services costs, expenses, procedures, names or persons Is and other projects involved and any other matters pertinent to an owner's participation in such program will be fully disclosed. - 13 - • SECTION 20-24(M), BINDING EFFECT The requirements of this section and any approval granted pursuant to this section shall be binding on Applicant and the Applicant's successors or assigns. SECTION 20-24(N), DISCLOSURE OF INFORMATION The Applicant will never advertise or represent that the City of Aspen or any of its officers or employees have recommended the sale or purchase of fractional estate units. SECTION 20-24(0), PROHIBITED PRACTICES AND USES The Applicant understands it is unlawful to engage in any of the following practices: 1. The creation, operation or sale of a right to use interest or any other concept which is not specifically • allowed and approved pursuant to the requirements of this section. 2. Sales campaigns utilizing phone solicitors or the giving of gifts or other gratuity in a deceptive manner to encourage prospective purchaser to view the project or unit or listen to any promotional or sales discourse. 3. Solicitations of prospective purchasers of units on any City streets or malls or other public property or facility. 4. Misrepresenting the facts contained in this application or the documents submitted with the application. 5. Failure to comply with any representations contained in this application or misrepresenting the substance of • this application to others who may be prospective purchasers of fractional estate interests. - 14 - • 6. Managing, operating, using, offering for sale or selling a fractional estate or interest therein in violation of any requirement of this section or any approval granted pursuant hereto or causing or aiding or abetting others to violate any requirement of this section or approval granted pursuant to this section. SECTION 20-24(P), CITY SALES TAX Occupancy of any fractional estate unit by anyone other than the owner thereof who pays a fee for the use of the unit shall be subject to the City Sales Tax the same as if such occupancy were of a hotel or a lodge unit. In the event of such occupancy, the owner of the unit shall notify the owners association and the manager of the association shall collect at • or prior to the time of such occupancy the requisite City Sales Tax. Thereupon the tax shall be paid over to the City of Aspen. The manager of the association shall be authorized to disallow such occupancy unless and until he is assured that the City Sales Tax will be paid. Date: L. 0 GARFIELD & hECHT, P.C. Attorneys for Applicant f Andrew V. tiecht - 15 - 0 • • • EXHIBIT "A" TO APPLICATION FOR APPROVAL OF FRAC`!'IONAL ESTATE PROJECT • OWNERSHIP AND ENCUMBRANCE REPORT • T OWNERSHIP AND ENCUMBRANCE REPORT 10460 TI $Sn.00 • Made For: Garfield & Hecht STEWART TITLE OF ASPEN, INC. HEREBY CERTIFIES from a search of the books in this office that the owner of Lots K, L, M and N, Block 53, City and Townsite of Aspen Situated in the County of Pitkin, State of Colorado, appears to be vested in the name of Shadow Mountain Equities, Inc. and that the above described property appears to be subject to the following: A Deed of Trust dated September 19, 1983, executed by Shadow Mountain Equities, Inc., a Colorado corporation, to the Public Trustee of Pitkin County, to secure an indebtedness of $300,000.00, in favor of The Bank of Aspen, recorded September 19, 1983 in Book 452 at Page 169 as Reception No. 253281. A Deed of Trust dated September 2, 1983, executed by Shadow Mountain Equities, Inc., to the Public Trustee of Pitkin County, to secure an indebtedness of $1,200,000.00, in favor of First National Bank of Freeport, recorded October 27, 1983 in • Book 454 at Page 189 as Reception No. 254289. EXCEPT all easements, right-of-ways, restrictions and reservations of record. EXCEPT any and all unpaid taxes and assessments. This report does not reflect any of the following matters: 1) Bankruptcies which, from date of adjudication of the most recent bankruptcies, antedate the report by more than fourteen (14) years. 2) Suits and judgments which, from date of entry, antedate the report by more than seven (7) years or until the governing statute of limitations has expired, whichever is the longer period. 3) Unpaid tax liens which, from date of payment, antedate the report by more than seven (7) years. Although we believe the facts stated are true, this Certificate is not to be construed as an abstract of title, nor an opinion of title, nor a guaranty of title, and it is understood and agreed that Stewart Title of Aspen, Inc., neither assumes, nor will be charged with any financial obligation or liability whatever on any state- ment contained herein. Dated at Aspen, Colorado, this 3 0 t h day of April A.D. 19 84 at 8 : 00 A.M. STEWART TITLE OF ASPEN, INC. BY D 6� �JA Authorized Signature c........ -r..! . R,._ (lc 1 l): q , r� 3 0 • Ll EXHIBIT "B" TO APPLICATION FOR APPROVAL OF FRACTIONAL ESTATE PROJECT • IMPROVEMENT SURVEY u 1 J It • trrr •V.Y• t M -a CAN CONDOMINIUM MAP OF THE COACHLIGHT +M •J •. t •,+w •v.r .r.o rinMYwft AD IIII�II 4t c.nc+..r• '..r...r..r Illy• tFE �all�lra II� e B LEGEND A NOTES d 1 1Towr wwb rww r.t S • rwM •Y+rrr Iwowvu,nf wJ n•t1Y 1 JTIrC 1Y.•L n/A.•uwahT • ! ,•ew• .Ylc.r "rUn.Yah'bNa♦ F I 1•r r•NA 1.n\I+Y•rrY ryh. ppI sar •.�.a e+ • t, w[.tt t•NTII•t. 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[new O. f.l &4 n6 AT TINJ VICINITY MAP JJ JI IVJf TJ•t1Y INM •all,reln NN icl— u Jln t OWNER'S CERTIFICATE f .a In• .. • n.w•,r q rw n•ran nrn/. rw tLvw•.'Y+Inr... r•t. .N I I••e•r�•, Nrr •I ln.�1..<0,�� :111 •1 rr ,� n Iw Ilr,l M lyry NINr/N .M•\ y~•.•It rr II• t Iw.,r•Y IM r r I '• O ,.• r/.IN.1 w. •l rl.,'I,r.l1 •.1 .l.. t.trN11 /tltrr ,t ,. , r� 11, •, .tY •,• NrNN1 NM YI I••••\I,h 1rM11 .I'••t r••\Il r /• t SURVEYOR'S CERTIFICATE " , t.u•e',•1 rr,lre lr'a wl•1-. �,.» . �, ..., U •.�iletf'a.r,eo ,lnr,lr■ uN,f�Y•l r 1•,'wll. •�tl,y u» ry� •. noat -- I N••i.rt f... �. »:riwTt . ttrl ,rar, •r lh•.yud •„l. . W "'•� '1•', r•.•n N\ •. ueal Nls wo.t +t 1+n�_ r. s , w.N N••\.1\.M W ' , t•,yfl •, rr•I'O W rl4'•l IY •r l01•,\,e, ,sl.rns..t-....:. .._ 1.»t, .tl...11� _-. ,_n v WC PLANNING & ZONING APPROVAL W •„t h•r , ,f`I, r a1n., t•I • NO,11 •r Iw f�11 tYa •v1•— W ASPEN CITY COUNCIL APPROVAL > ' f.r\ n•r ? ,,nt M arf., 1.1 ••r.•M• •I ,,. crrl ta,c,l a N.0 Irx, w r . ___.. _.._.rt•. CITY ENGINEER'S APPROVAL • r ,c"r r • ...•I • olll .. ly 41• IVu11{.THUlalltul, I Jr •Iry. L"�0•rP NL. -TTi"ITi1� 7jJ m CLERK & RECORDER'S ACCEPTANCE t.�, a•t e• ,t•„ r ,Lt.. ti,. �. tov.r., ta•..N a n •tunlJ r ,.[ or ntf r to trot /re ntc•tu r /,a lwn r � Inn,,trN[r teta•DO,hai�e<lOt•_1.t•q�a,r n•— m � ■ n•t JIe. � aT rat .ItfnrY..b. • a t.1/a •rrY Alterpl, INDEX ,Nl,l 1, tt•,,rrtwtl.. Y[,•r,l rn. r, pH .l.h, a•r11} 1, I Oe♦ .twn, , lttr,/h Y,J.. Jw,l1 J, /110, I..w• � JaT,Ih •,t W• • r� q 0 0 • EXHIBIT "C" TO APPLICATION FOR APPROVi�L OF FRACTIONAL ESTATE PROJECT • SITE PLAN • r,.rl�-_�i jr , l i l \ri CN.Cr+�tnv' J..}-- �L�\/ • '!•'I.'1.,�;�•t./'i LC. . /.r., v f/. ,6'♦ Cl• dv !D •G• , rb ,A ••+,,..•+ .fir'!• • `_ 1�-► .—, _ _, .., . •+ ;fir+.�.. ti...:�M•,. ..�«' ."".' .. _ J Hx ci ci`,�'i ! �,0 :r 0 • • • EXHIBIT "D" TO APPLICATION FOR APPROVAL OF FRACTIONAL ESTATE PROJECT • ARCHITECTS LETTER • THEODORE L. MULARZ & ASSOCIATES cam_ i urcc PLANNING C • 9 August 1983 Andrew V. Hecht, Attorney. •.601.East Hyman Avenue ... : Aspen;• Colorado 81611 Re. The Coachlight : - Aspen, Colorado .-Dear Andy. Boone-Schwietzer phoned a few days ago and asked n,e -to write you regarding the above project responding to two areas in question. 1. What access is available for the handi- :capped and ' 2.. What is the useful life -of the building components? The building was constructed in 1981 and was designed to conform to the requirements of the 1979 Uniform, Building Code as adopted by the City of Aspen_ Of the 11 studio guest units constructed, it ti,as necessary that one of these 0-nits be designed and equipped with a bathroom for use by a handicapped person. Such a unit, originally designed to be located as the fourth unit from the west on the first floor, was relocated and became the first unit from the west on -the first floor during construction. In addition,.a ramp from the parking area to the first floor was designed and constructed on the north side as required by the Uniform Building Code. The reloca- tion of the handicapped bathroom unit during construc- tion•improved the access from the ramp- -At the time of my final inspection the handicapped bathroom was properly equipped for use. For tax purposes, building components for a newly constructed rental structure such as the Coachli(lit can, in many cases, be depreciated as follows: - P.O.DOX166 ASPEN,COLORADO 81612 TELEPHONE 303925-3365 Andrew V. Hecht, Attorney 9 August 1903 Page 2 Component Useful Life STRUCTURE 40 yrs. INTERIOR 20 yrs. PLUMBING 15 yrs. HEATING 15 yrs. =- ELECTRICA! 15 yrs. In'reality, and with proper maintenance, a further breakdown of components and their expected useful life .for a building such as the Coachlight could be as follows: Component Expected Life Concrete Foundation 100 yrs. Structure 50 yrs. Roofing 15 ,yrs. Windows/Doors. 50 yrs. Interior walls 40 yrs. Plumbing 75 yrs. Plumbing f i xtures 20 yrs. Heating Plant 30 yrs. Electrical System RO yrs. It must be understood that the expected useI-ul life of any structure will be shortened considerably if a program of preventive maintenance is not pursued. On -the other hand, a good maintenance program will increase the expected life considerably. If you need any information in addition to the above, please give me.a call. ._Y Very truly yours, Th eodore L. Mula-rz, AIA tlm/m 0 • EXHIBIT "E" TO APPLICATION FOR APPROVAL OF FRACTIONAL ESTATE PROJECT • VICINITY MAP • Il�fl Illm— FM F.; oue f `sue;'i to k- I o p Q Alt M'A P �6 F.; oue f `sue;'i to k- I o p Q Alt M'A P �6 �9! Ia C )L PARK (13 -jv iL IL Q;3 ZI 2-1 FTH- < ,;s tt OTT 3 5 4-.' . 6 1 - _T H E<.i7 <:; •ter `.� -r , D G rg Tt t:. _W4 Z; v '.'; 15i IQ • • • 10460 TI 300' OWNERSHIP LIST K, L, M & N, BLOCK 53, CITY AND TOWNSITE OF ASPEN SHADOW MOUNTAIN DUPLEX UNIT NO. OWNER OF RECORD ADDRESS A J. David Haft & Helen J. Haft c/o J. David Haft as Trustees under trust indenture 9938 Tower Lane dated 6-5-42, as amended f/b/o Beverly Hills, CA 90210 J. David Haft B J. David Haft c/o J. David Haft 9938 Tower Lane Beverly Hills, CA 90210 BLOCK 53 CITY AND TOWNSITE OF ASPEN Lots D & E Robert Floyd Appleton PO Box 712 Robert John Appleton Aspen, CO 81612 Lots F & G Howard A. Baughan, Jr. PO Box 367 Hebron, IL 60034 Lots H & I Mary Emma Dean 343 Dexter St. Denver, CO 80220 Lot 0 Ruth H. Humphreys Ruth Humphreys Brown 1201 Williams St. #8-B Denver, CO 80218 Lot P Ruth H. Humphreys 1201 Williams St. #8-B Denver, CO 80218 Lot Q Sandor W. Shapery 8008 Girard Ave. La Jolla, CA 92037 KOCH TOWNHOUSES 1 Leonard A. Snyder & Andrea 44 Washington Blvd. Pittsford, NY 14534 2 Orr-Drazek Properties 500 Patterson Rd. Suite 1 Grand Junction, CO 81501 3 Julia Jackson Peavy PO Box 4303 Aspen, CO 81612 4 Pauline Ross PO Box 9969 Aspen, CO 81612 5 Robert L. Orr 500 Pattereson Rd. Suite 1 Grand Junction, CO 81501 WEST SIDE CONDOS 1 & 2 Diana H. Beuttas 60 Pine Terrace Deborah Smith Tiburon, CA 94920 Christopher H. Smith 3 Thomas T. Crumpacker 234 W. Hopkins and June Andrea Hanson Aspen, CO 81611 • • • 10460 TI Page 2 BLOCK 52 CITY AND TOWNSITE OF ASPEN Lots P & Q Patricia Runnalls c/o Patricia Runnalls Jeanne Carter 212 W. Hopkins Jon Carter Aspen, CO 81611 Lots R & S Scott & Wylie Doughty 200 W. Hopkins Aspen, CO 81612 BLOCK 60 CITY AND TOWNSITE OF ASPEN Lot A Margaret B. Day 2655 N. Beach Rd. Englewood, FL 33533 THE COTTONWOODS 1-A Harold Gold and Helen G. Gold 7885 NW 53rd St. Miami, FL 33166 1-B Bruce G. Gaylord 3104 Edloe Suite 310 Houston, TX 77027 1-C James C. Brennan 417 Royale St. New Orleans, LA 70130 2-A Martin R. Warshaw 2279 Mershon Dr. Alice M. Warshaw Ann Arbor, MI 48103 2-B Emilio DeTurris 31 Bramble Lane Melville, NY 11747 2-C William E. Goodnovch 221 E. Hyman Aspen, CO 81611 3-A Al Bowman 3801 NE 25th Ave. Lighthouse Point, FL 33064 3-B Frances E. Richards Rt. 2 Trustee under self declaration Hilltop Rd. Trust dated 10-21-83 Mokena, IL 60448 3-C Albert I. Strauch 4327 S. Yosemite Englewood, CO 80110 BLOCK 54 CITY AND TOWNSITE OF ASPEN Lots A thru I The City of Aspen Lots K thru 0 Fernando Gonzalez Parra Ovaciones Lago 7irahuen #279 Mexico 17, D.F. Lots P thru S Ramon Gonzalez Parra & Margarita Ovaciones Lago Zirahuen 0279 Mexico 17, D.F. • 10460 TI BLOCK 47 CITY AND TOWNSITE OF ASPEN Lot G and the rear 40 ft. of Lots H & I Thomas E. Raphael Frank J. Woods, III, and Frederick F. Head N. 60 feet of Lots H & I Ajax Associates Part of Lot F Martin Rodgrs and Shannon Rodgers Part of Lot F Thomas E. Rafael & Frederick F. Head BLOCK 46 CITY AND TOWNSITE OF ASPEN • Lot D F. William Nicholson Julie Ann Nicholson Lots E thru I Merrill Ford Lots N & 0 H. Michael Behrendt Lots P & Q Genevieve Birlauf • Page 3 C/o Carol Ann Jacobson Realty PO Box 1168 Aspen, CO 81612 c/o Carol Ann Jacobson Realty PO Box 1168 Aspen, CO 81612 1135 Cemetary Ln. Aspen, CO 81611 c/o Carol Ann Jacobson Realty PO Box 1168 Aspen, CO 81611 401 N. Belmont Wichita, KS 67208 Box 445 Aspen, CO 81612 334 W. Hyman Aspen, CO 81611 c/o Mr. Joseph Leininger 963 Wing Avenue Palo Alto, CA 94303 Lots R & S Kathryn K. Reid PO Box 566 C. M. Clark Aspen, CO 81612 BLOCK 45 CITY AND TOWNSITE OF ASPEN Lots R & S Harold Goldsmith 3801 Piney Grove Rd. Reisterstown, MD 21136 PART OF LOT 8 - SECTION 12, TOWNSHIP LOS, RANGE 85 WEST Dorothy Kock Shaw (Estate of) PO Box 510 Aspen, CO 81612 Or c/o Harry Shaw 6711 E. 50th Ave. Commerce City, CO 80222 • r 1 0 1 • EXHIBI`1' "F" To APPLICATION FOR APPROVAL OF FRACTIONAL ESTATE PROJECT • CONDOMINIUM MAP • Niel CONDOMINIUM MAP OF THE COACHLIGHT \+ /1••tr.• «..1 Ie.MI 11tw.vL• 1.1411Y Iwr11•L/ Iw IL111 L1�M :we A. YIIIA 11/ 41'. wA, 1 11 •IA •1 h, 1.A1,1, t•I••w.• 1 '. 1 •1 I / 1 1 111 f1 I l 111' 1' I 1, !t 1' 1'1 Iliii i��lll ,1 f•w. wl1/ r, i IIL �z ��11t • t f bowl Iw •.rA /rA vc ruwr /IA.cw•Iw1 f•L A•1A 0 -4AAMnrI -4 1 ' I jb 4 t J .,.. A IOt It LOT L . 1 • .,w nq LEGEND 6 NOTES ' • /runt •wv,1 M1hV M.wt LL w•TlY • w• w1IA. YKw4 '41, w.••1/�'h 1. Ia♦ llr�.L .lt LL IA h\n•. Iu.vil tL«tLN LlL l�M•tt1 IS-4 "I'll, all 4...... A.IMr.w I.L." �4,t� .vl...AD' VI'\Itl LI.111•l� LLtltA4, I WILL IA l 1 IA•+ 11f1 •I.IAI lvlvlr 6.ILl1t1Y ..I. PA." MIAY M\w11 21w�M 16 A 1 ' �r1 �. •' 14 w14 Uhl • NlAlla At "I'll AW.tl L�IL IAOM w %q I-WLAVIwvll -It. Y.w •�«� I'll w4111 .'ht• I'll Awl l•t LT �Ih /..w WI 61 AIIL. WtA 11/llle wUtlA MAI -a - A• I.% L'llt- 1111, ANO L6t L114h Itlt 11.1• $11. f.1 /N6ltL It Iot Al MVvf Yw wAt •AI _ / I6wtA NLt ' MI'1 a1 Slh"fttL 1E,*b t'l A. • 'i'...'•.'.',. I IS" • L I111110 Al $L t& IA Alf LNG file .11 t•MLU a1 ilaca llr II M'I,a M11'01'Ir w. LOT M Lb? N �1M• J % JAJIA JI JtAA/Mr ; A1•w MlA1 •t CA.. MA. A/ ".I ICI wiI A". 1. •; :: •' -� . o (OK lilt r1 a4ta al}Alit ,rA4 . AY,AOAD fit AALL N I:�III Illll,r. N L�wa IltYAI't N1 Art OAt1r ON A it. 11 tall' MA AAIL LOLAtLY Iw /toll •.1wf a1 hIMAA (+Attf 111. it LOl •I a[[.wU at4L1.t 11•. ta•Ia4 AS A, AL. A 6' U INOM art tYt 4ANA0 AT TI•ta VICINITY MAP /r ►v4Y11 TAA/1. Inw MUlAH.I elA1 .l�J 11•/ J • F� A /1 At► r NI OWNERS CERTIFICATE 11 Ir1• M Iw +.1M, «r1/1 11.1• r.•1 n11 Y I4 /11 MIL •rinn• w,. 1.Mr Ir 141ryY1111 , .111 • I� 1•.N�.•LL II I1 LLL r,L• rN Il'I 1..11 Y•.'N MITI Irl Y1 Vr �rrr+rn�r ,• r11N.16 w 1•M �� 11 .rll V IM LIWIiir7r7 wIN 6.�nlv.rlr V rµ 1MIr V I r111 fl�.jLlla r 111r1 V I l•vrlr V Y n 1YIMr1 Frill II11,11111 .11 Y...n l•N/ Ilrrl •l 1.•lV• IA .. a..•Ir.I. rl rrrll•'r�rW MM i�rLL1 r�MIL ' IAII SURVEYOR'S CERTIFICATE IY 111. 1.1 �111 «�,1.1 1.��n. 11r11 Vt 1 � \n',n:I •I~1rnL •.-' •., .L•1 L'.•11l •r 1.1 I„11I 1•.1 K1•I r.ur •11•.,• ,n'I v.l••,r 1.0 ur1 .••.. •Ir., I«1 wl•�LI, 1..Y�••wrl r•,. ... 1r•1 •.•,r•.rr I• rl ••. • t•n .•t • Ir .•..•1 I• .r vrn l.rl•rll• L1.a•' 1r I t. ., .1.�. Ir lu.�l V.1.11r•111.14.1 YI.WIIw.11 V In ..n.M, rw (••Yh1•W Vr 11 lrnr •n yu1 1/1�Ir11'e.11./.. V, It 6�.I r1.6.1 Y 1,4 N•It, ..• I4 {Ll «1.y.1 V Ir , ••1•L. w0 1 v77 �I •llI•_ .r,II •r LMFIPI 1 (, •1tLL ? tawlr o A t4 l6tIW4 t-17I U.1--11 MI At--V%IWO 1419111 .A 1«1r� W V w1141. a, NM A•lt VIA •r cor.twl lYwtt.�[,�✓J _. ►'R.Ir).Y•C'rY.+r L....r PLANNING & ZONING APPROVAL I r•,. YI.I V ,till 01 1W., .1. 1IMh41 11 I4 1,11 M ARIA nA..�w{ • I•wIM (•Arw�. Inl NI V �� . �,1.1 Tlnrp-" ASPEN CITY COUNCIL APPROVAL • I- w41 Y ,t111 a,L.r L, •u .•••'1rt1 A, Ift <nA c.K1 SO 0-titIYI aft M-..��.-,Il•. Atlttt.,1 1".. •�� CITY ENGINEER'S APPROVAL •." no a ,41t. a •.n•, •.1 . I.......r.•+ w/ U •Ir(4 alNAlrlet r1 UI«I111A1, iw11 �1\1 V fl. -rTr7waln CLERK & RECORDER'S ACCEPTANCE I.'. fI11 A, 411r V q.t.. ••Im (NLt I, It...," Ic1111u re• nLLI wt.1 wlrtt er r1.4ht1. Aw.u.•el. a +4 e11./+r w n\ 1111t IOe0 -111% . M telt.1T At �t'46(4�•.111M1.-.•t V ,1•� � .r wIc ./lull[+ •e. , • \N. W •lta/{e INDEX 1.147 1, tii"- lta. Yt41TI wAI, Ittc ^AII, . 1•rt1♦ 1, L.IL.• / w1 rA► P.O.. At- ! /Icf rlh vlA«1 ' IA61t a, /IMA I\Awl / •/L1,11L all wA i s 0 tt}/tx'. K ,..,. r.j SCALE. I'a6) e S E r LII ilrl�l�77-1; II� _J____ MII 'Lot, \. I1. 1111E /1•,N It •• 11 ' Ll A .,I' ll. 111 M'•f 111 . ill Nlrt ~IINrf N.;,t•r...1 �•1'1 i1 II . q � aN ;f1 wr, —C'I'1•• FIRST FLOOR M01 j110 W.[ IOOTA)t PDA y.ti 1 M l fKtAt 1 1 tat AREA. 1c[ u1Nu un _ .IINrI 6 act ' 11[a Aoa ...a1 MI •�1 1y11t 11 � • 61011/4t AREA It t. 111\Ell. ..• I 416/I /AIL •'1' r ITORA" • A D+�It)+14. w A41 A tZoo,11t tvrlDlIt [ IOOI 11UtlA 1001/ at[ Ill '/ N 11 • non it 11•It i/ 1RII JJ�11 It. MI1111, •. 011 It 11 .Atl, Itt BASEMENT {Ynprlt wI 1 [1KOIlt wt rn LEGEND Ilsr /c 1. ... \. f\00%. rA I. A+. ►� ty.+tc . nw%ct..t Itch SECTION B wf i 's r ititf pnt•Iull u[ trotµ ID Y7ri-. t IIYIT a I I t � _a 1z.u: •tyty r . Yew 1.1 aA\tOM • A' I/A1 t DWI— Ir[ IIHY IG 1ry11 1•a 'y'•!11 I L I I �L SECTION C 1_ttI s .. f •'A' SCALE, 1"[6' • 5 1 1. I \VT tt tl.lT tl 1' 111T t0 [ UNIT t L WT . T IA{Ij 1 UNli / lL.♦. {hIl 1 WIT 1 UNIT I UNIT / UNIT [ UNIT it r_. •1. r.1 rI l• L .'w0�lt r�iq Nrl ltrA . � �r.i . wl t act 1, •DDrL •.tL �� ocl, •I t l . -LULL SECTION A 1 � I I I� I I _ �' toNC TItL♦ ICI Illt tohTl rlr / 1 [! ✓Irr7 • got Oft UNIT t WT T WIT / twit to WT 5 INI f►$I )NI[Irt WANT 11 UNT )1 /IH It II oft. ALL of [ii: 1t 1. T.r n.; 7 iiuert it . aa`Llc1. Ift uc:Lct ih 111t / mtint . nt�•'il rl• Iwi Ttl n•• .:111rt 4111t • 1.111 It SECOND FLOOR molt toyAt rooltat rol r+Ill t.11 mcLvcct tort tut LEGEND 4C[ UKlll, CW4WA tltrtet tit LWID {WY'll Wolf w CCI ILLLr II rI.•Oa tlnM. II► ruA %1.1 Nr1 �— Dt ♦ortl I+Y•K r1 Ito" N C4Vt1 U{Y , ,,,IT art •� N•.1 . Nrf [ wl ♦ L\._1 \ jjlll T1t11 • 1 IIt AL�4 •�L i. •��1�. •. SECTION 0 /A•h•lI If•iI•♦L/ ✓/I•l / ►G11- 10 Cl /r1//♦I/ ALA MAI • •1 � /AeT LA/f0/7• Al T1/1 /•!I/� !I[/AMLr M I � Isf J[c fron 0 fLf .vYrII I•fI IC. /•w /r.ct Irf•l•n/ l/e.• ! lnt Mlt Ar• VA7.Oh V/ to aw I••r •• 11111=MI—M,=====:j THIRD FLOOR UNIT S 0 • EXHIBIT "G" TO APPLICATION FOR APPROVAL Or FRACTIONAL ESTATE PROJECT DISCLOSURE STATEMENT E • AMENDED DISCLOSURE STATEMENT In accordance with Aspen City Ordinance No. 52 the following is the disclosure statement in Paragraph F of that Ordinance. (a) Developer's name and address: Name: Shadow Mountain Equities, Inc. Address: 232 W. Hyman Avenue Aspen, CO 81611 Phone: 925-8207 DEVELOPER'S BUSINESS EXPERIENCE, BACKGROUND, EXPERIENCE IN TIMESHARING, RESUME REFERENCES, AND PRESENT FINANCIAL CONDITION. Name: Sole Shareholder -Raymond A. (Bud) barn Resident Address: 1755 Woodside Kort Freeport, Illinois 61032 Business Address: Cheeseman Construction Co. isP.O. Box 128 1840 S. Walnut Street Freeport, Illinois 61032 Age: 47 years Born: March 23, 1936 Canton, Illinois Occupation: Owner/Corporate President Cheeseman Construction Co. 1968 thru present Former Occupation: Owner Harn Construction Co. Polo, Illinois 1962 thru 1968 Former Occupation: General Superintendent H.E. Johnson Construction Canton, Illinois 1953 thru 1962 Family: 0 Wife: Jean Three Sons: Kevin 20, Michael 22, Alan 24 Financial • Reference: First National Bank Freeport, Illinois Contact: H. L. Fenton Polo National Bank Polo, Illinois Contact: Arlin Higgs (b) The plan manager is the marketing entity. (c) Names and addresses of the marketing entity: Name: William H. Venner, Broker Address: 0143 Lone Pine Road #737 Aspen, Colorado 81612 Phone: 303-925-5203 Name: Daniel S. Schweitzer Address: 65 Wildridge Lane Snowmass Village, Colorado 81615 Phone: 303-923-3292 There are no lawsuits pending or investigations that have been undertaken against either of the two above mentioned • people. William H. Venner will be the listing broker. mr. Venner has incorporated as Shadow Mountain Realty, Inc. Mr. Venner is the president of that corporation and Mr. Schweitzer is the vice-president. SUMMARY OF MARKETING ENTITY'S BUSINESS EXPERIENCE Mr. Venner began timesharing sales at The Colony iii Virginia Beach, Virginia where he gained considerable experience in common timesharing. In the fall of 1978 he began sales at the Snowmass Iiu1 Resort Club. Mr. Schweitzer began sales at the Snowmass Inn Resort Club in June of 1978. Mr. Venner and Mr. Schweitzer have been working together for the past five years after meeting at the Snowmass Inn. Between 1978 and 1980 the two • were among the top salesmen at the Snowmass Inn, Pitkin County's - 2 - first and only timeshare project. When this project was sold • out, they were instrumental in conceiving and laying the ground work for the fee ownership 1/15 fractional estate concept. Because the Aspen ordinances did not regulate or provide for any type of timesharing, Venner and Schweitzer went to work at Timber Run Realty in Winter Park, Colorado in 1980. As founding and general partners at Timber Run, Mr. Schweitzer and Mr. Venner have become experienced in all phases of the fractional estate concept, including marketing, sales, office administration, advertisement copy, and real estate brokerage. In three years at Timber Run the two have personally sold 2/3 of the 1/15 fractional estates. However; as prices increased beyond the true real estate value of the units, Mr. • Venner and Mr. Schweitzer terminated their involvement. Messrs. Venner and Schweitzer are enthusiastic only about selling real estate at a real value without any excessive profit to themselves or the developer. This is consistent with the intentions of the Applicant and developer. Personal references include: Leonard Lauder, President Estee Lauder Companies General Motors Building New York City, NY 10021 Arthur M. Fisher, President Arthur M. Fisher Associates 950 Fifth Avenue New York City, NY 10021 Richard Voelker, President Plaza Marketing, Inc. Woodcreek Plaza Crested Butte, CO 81225 - 3 - C. M. Henkel, Esq. 711 Santa Monica Blvd. Corpus Cristi, Texas Others may be furnished upon request. (d) The Shadow Mountain Lodge at Aspen (formerly known as the Coachlight Lodge and Condominiums) at 232 West Hyman Avenue was built in 1981 and is complete. The Lodge contains twelve free market units, eleven of which are studio units of approximately 350 square feet and one three -bedroom unit of approximately 1,800 square feet. There are also two employee units of approximately 300 square feet each and an office area of approximately 250 square feet. The basement is large and open with no apparent use except for storage. The construction is of reinforced concrete with brick • columns and wood paneling on the exterior. The sidewalks are concrete, lighted and there is a handicap access ramp. (See, Exhibit "D," architect's letter). Amenities include freestanding wood burning fireplaces and kitchenettes in the units. There is an outside pool with jacuzzi jets. Landscaping is essentially complete with sod, flowers, aspen trees and sidewalks. No further upgrading is necessary because of the adequacy of the current improvements. (e) For reference to fractional estate plan see the application. (f) The only restraint on a purchaser transferring his fractional estate unit is that the unit cannot be subdivided 0 further. - 4 - • (g) The ownership plan is a time span estate. A time span estate is a present undivided interest in a unit in fee simple as a tenant -in -common, together with an exclusive right to possession and occupancy of a unit during an annual recurring period as fixed by a recorded schedule. The purchaser will be responsible for the purchase price of the fractional estate as well as any interest due to financing costs, and the recurring quarterly maintenance fee or any other method the property manager deems fair and necessary as well as any maid service fees the purchaser incurs as a result of using the unit. (h) There are no liens, title defects or encumbrances that affect the marketability of title to the units. (i) There are no pending or threatened legal actions • affecting the property of which the Applicant has knowledge. (j) The purchaser's financial obligation will depend on the purchase price. The purchaser will be required to deposit a twenty percent (20%) downpayment for purchase. If the purchaser elects to finance the purchase he will be responsible to pay the market rate purchase money interest, recording fees, a credit report, mortgagee's title insurance policy, real estate transfer tax and exchange fee if he elects to belong to the exchange service offered. (k) Estimate of the dues, maintenance fees, real property taxes, etc.: See Exhibit "A" attached hereto and incorporated herein by this reference. • 13. Management/Assessment Fees. The management/ assessment fees will be collected by the property manager on a semi annual basis by standard billing procedures. The fee paid from each owner will be divided according to the appropriate share that should go toward general operation, escrow for furniture, escrow for building reserve, and escrow for taxes. Charges for maid service will be billed separately by manager. (1) Description of available Financing: 20% down payment 12% annual percentage rate for a 5 year term 14% annual percentage rate fer a 7 year term • Financing terms may change to reflect changes in the 17J market rate. (m) The warranties will be that title is iaarketable and there are no limitations on such warranties nor on the enforcement thereof or damages for any breach. (n) All downpayments or earnest money; deposits will be held in ari escrow account established in accordance with Colorado Real Estate Commission guidelines with a fiduciary probably either the title company or a commercial bank in Aspen. The deposits will not be used by the Applicant before closing. The depository will probably be the Bank of Aspen. The deposits will be held in escrow until the timeshare unit closes or until the purchaser elects to have his earnest money refunded. - 6 - • (o) There are no fees or charges to be paid by the fractional estate owners for the use of any of the facilities on the property other than the established fees and dues for maintenance. (p) The extent to which a timeshare unit may become subject to a tax of other lien from other owners of the same unit. Due to the separateness of the time span estate, no timeshare owner may put a lien on the unit as a whole. He may encumber his own time span estate (fractional estate). However, the Fractional Owners Association is responsible for paying property taxes on and maintenance of the entire condominium unit from the proceeds of an annual assessment. The association's • failure to pay the taxes or failure to pay for maintenance work performed may result in a tax sale of the entire condominium unit. (q) All purchase contracts will include a ten (10) day right of rescission for any purchase. (r) Since the project is complete, the developer intends to sell all twelve (12) units as fractional estate units. (s) Maintenance of the timeshare units includes painting when necessary as determined by the board of directors, replacement of furniture and appliances as necessary, fixing of mechanical problems in the units as necessary, and in general upkeep of the unit in a manner expected of a high quality condominium project. If it becomes necessary for a mechanic to • enter the unit during the use week of any fractional estate owner - 7 - • for repair or replacement of any fixture or chattel, the fractional estate owner grants an easement for that purpose. If it is at all possible to put off upkeep, repair or replacement of furniture or appliances until the designated off-season weeks set aside for that purpose, it will be done. The off-season maintenance weeks will be the seven (7) weeks not chosen by any of the fractional estate owners for their exclusive use and occupancy. There will be at least two weeks set aside in November and two weeks set aside in May for that purpose. Each maintenance week will be seven consecutive days. (t) The purchaser will understand that the Colorado Eviction Law and Procedure involves a minimum of ten (10) days and that the purchaser's only effective remedy against another • fractional owner who overstays his use week is the liquidated damage provision of the condominium declaration. This provision states that any fractional estate owner who overstays his use week will pay to the damaged party 200% the normal rental rate for the period he holds over. Failure to pay the fee will result in a lien being filed against the fractional estate of the defaulting party. Use of the fractional estate owned by the damaging party will be denied until the lien is cured. (u) Although Aspen has a nineteen week ski season, fifteen of these weeks are considered prime (the very best). These prime weeks are the basis of the deeded 1/15 fractional estate. The units are subdivided into fifteen separate 0 fractional estates and each purchaser is given a general warranty - 8 - • deed as a tenant -in -common. The deed specifies ownership as a 1/15th undivided interest in the condominium and each purchaser is entitled to the exclusive use and enjoyment of that unit during three weeks each year. The selections, usually one week from each season (winter, summer/fringe ski, spring/fall) are made at the time of contract and are delineated in the deed. This creates an equality of ownership. The choices of weeks are made as available on a first come basis at the time of purchase. Each owner creates his own package by choosing one week from each season: Prime Ski, Summer/Fringe Ski and Spring/Fall. Choose One Choose Any One Choose Any One Prime Ski Summer/Fringe Ski Spring/Fall 51 48 16 52 Christmas 49 December 20 May 1 January 50 * 21 2 14 * 22 3 15 23 4 26 June 24 5 27 July 25 6 28 37 7 February 29 38 8 30 39 9 31 40 10 March 32 41 October 11 33 42 12 34 43 13 35 44 36 September 45 46 November 47 * Exception: Purchasers of weeks 13 or 51 have first choice regarding 14 and 50 respectively. 1984 USE WEEK CALENDAR Week No. Date Week No. Date • 1 December 31 27 June 30 2 January 7 28 July 7 - 9 - • 3 4 January January 14 21 29 30 July 14 July 21 5 January 28 31 July 28 6 February 4 32 August 4 7 February 11 33 August 11 8 February 18 34 August 18 9 February 25 35 August 25 10 March 3 36 September 1 11 March 10 37 September 8 12 March 17 38 September 15 13 March 24 39 September 22 14 March 31 40 September 29 15 April 7 41 October 6 16 April 14 42 October 13 17 April 21 43 October 20 18 April 28 44 October 27 19 May 5 45 November 3 20 May 12 46 November 10 21 May 19 47 November 17 22 May 26 48 November 24 23 June 2 49 December 1 24 June 9 50 December 8 25 June 16 51 December 15 26 June 23 52 December 22 20 YEAR USE WEEK CALENDAR • See Exhibit "B" which is attached hereto and incorporated herein by this refernece. Skiing opens on Aspen Mountain on Thanksgiving each year. If the project is sold as described above, the off season will be sold along with the high season. (v) All units in the project will be available for the exchange program at the fractional owners discretion. (w) There are no unusual or material circumstances, features and characteristics of the property that would present a problem for condominium ownership (x) The Fractional Owners Association will carry insurance for fire, damage, theft and liability on the property • in amounts adequate to satisfy local and state requirements. - 10 - 0 (y) The amenities on site for recreational facilities which are available to the fractional owners and their guests are a swimming pool with jaccuzzi jets. All the amenities and the employee units will be owned by the homeowners association. (z) All units in the project have kitchenettes except the three bedroom unit, which has a full kitchen. (aa) The eleven (11) studio units are permitted to house two (2) occupants at a time. The three (3) bedroom unit has an occupancy limit of eight (8). Any greater occupancy will be prohibited by the Fractional Estate Declaration. (bb) The managing agent shall be the owners' designated agent for service of process and legal notices to satisfy Colorado Statutes, Rules of Civil Procedure and applicable . governmental regulations pertaining to legal notices relating to the timeshare interest. (cc) All fractional estate interests shall be subject to all requirements in the disclosure statement filed of record with Pitkin County Clerk and Recorder. 2(a) and (b) See Architect's letter of August 9, 1983. 2(c) There are no outstanding notices of uncured violations of building code or other municipal regulations. °vii JIgjllxa O v v 0 m c*- m 0 C) C, o o o C- o �. \ O C) C) to U o .--- CO t\.11 O .J f- .- o M r\ O .D r\ Lrt i ODD O (D00 co C`l \ D c'\ - (\ (\ � CV \-D .C' (� C) C,- 0 Cl) ON In V M� C) cC� O O O01 C1) G1 •- c-- (v O C\l .- ("N Co (V O G (\l O (fir - r-1 U 47 o O i-� �. M M LrN of C) r fa o[` C:) co bmOOO.-O om t` MMO .D CA r coO (n Cb sn O C) V' C'\ (DO O t` (DO C)-t kn M (''\ C)o .D C� M tr\ O O tn.O � C` .D CICt OC O LCI\ O�� M O i� O N -.D CNO CV C\! Kf> a MM 'n• tcto> ti tOrs <0fOY t i c� c-i O i.1- U 0m�o00 L\C`000(ON O O.DOC--c- f� O o �n �t O O L N\0 O o O of O .0 O 0L) O tr\ .D .D O (Yl [ 7 "� c— c— _+ tr\ C` .D L 1 O O 4 CO �l O (� to Cp .D .O r O ai CT f �. • l M O 00 O co GN.D -,t — O -t (\l C\l CrlCD C-1 F t tr1 co C \ C\l -t --t oo ---j (D (V O (\l co � ft c O c .D �- r M C\l M O C\l (n �o (D tD U C=� O rn >. d r { C) C) -Ir O O U W. C� 0 CO o00ooaoo0oo0 0 0000 0 000 0 0 :s vi X 00000tn00a000 to O000 O 000 o u\ � r( cu Cr o,->(0(DNa00004 (n o000 0 000 o ri fI o tC`0-1.D(,\" C,-OL'\coco oco O. 0 000O 0 OOO 0 0 hD -t C- G- -t (\ M -.t --t co .D --t O too Ol O tr\ O tr\ (D C\! O c . c- CO. r C\l CT M -t C\l tr\ -�i a- C\l .D (T --t ,d o r 1 } cJ tf> (f> tNf> t!> p d O SA P. t3 ( to fi C) C') Q O cif U U Ra U f: C!) O (D F, U] ,14 c7 r-t 'A N d 4-9 d f�. f�. � U -+3 r-1 10 - J r 1 >~ .ci P. •14 x cd cd O U rz (n cs f f. s1 > 4-) o :t 14 - t r( cJ G7 +� f. 1-- 0 � a " cf '(Y p -" cJ cJ m O c: r C u] S� Fir vOi O O tr\ '� [:. O U f: rs U o D c; -cl •r{ cJ > f 43 -P ;-t 4-3 fA -11 •N f 0 t~ s~ U [1. O ft 4-3 O U > F- a) N f� U N r I .CJ n • ._ cJ 43 V. { •N it C) •r-i 'CJ •N X Fi •r1 Vi c- Fi ids .vt .N cli Y� " r as [� W P 1-7 • A H 1-1 rA 3 cu H c> r s p 0 +� f: [ fj i f E H C� i cd al a co Q C cJ Fa i-' cd cJ 0H cJ C-)v O ;. fa 'cl a, Ct) 9:' N a) f \ C - > r-{ f. `cJ ~ cJ Cd -,A i-3 t7 r-1 Cy •s t N -.i O r •fi .0 f-4 'C O 'U C1. O 4) > fa O c -H • i 4-3 > >a Tf :I:- X U U (J a 4-3 (L' >r fa .,.-{ N O i-) c-1 VA CU `d 3 cJ U 4-3 i� fi E_ -4 r--{ C� c� cJ ;. 0 X f •ri .D N ,D TJ p 0 r-{ -r{ :-t O a) � 0) Cr1. Cad 0 a; - 20 YEAR CALENDAR A R • Interval Number If you follow• across from your interval number, you will find your check -in day for each year. Year Number If your membership begins with your first week of occupancy in 1983, then 1983 is year #1 and year #20 is 2000. Check-In/Check-Out Check -in is always the Saturday indicated ai 4:00 p.m. and check-out is at 10.00 a.m. the following Saturday. Years Calculations Every effort has been made to check theaccuraey of this eh3rt; however, it is quite likely that an error may exist. You may verify the calculations yourself by following these directions. All weeks are calculated by first determining week 947 and working forward from there. Week #47 (always includes Thanksgiving) begins the Saturday before Thanksgiving. (Thanksgiving is always the fourth Thursday in November.) Extra Week Because extra days accumulate each year (1.25/year), there • are occasionally years in which there is one extra week. This extra week becomes part of internal +*46 during those years. 83 84 85 86 87 88 89 90 91 92 93 94 95 95 97 193 99 I2M0 �700111Cq2 1 1-1 12-31 12-29 1.4 1-3 1-2 12.31 12-30 12.29 1.4 1.2 1-1 12-31 12.30 1-4 11.3 t-2 1-1 12•30 12-29 1 2 1-8 1-7 1-5 1-11 1-10 1-9 11.7 1.6 1.5 1-11 1.9 1.8 1-7 1.6 1•11 t•10 1-4 1.3 t-5 1-5 2 3 1-15 1-14 1.12 1-18 1.17 1-16 1-14 1-13 1.12 1-18 1.16 1.15 1.14 1-13 1-1? 1-17 1-16 1-15 1-13 1-12 3 4 1-22 1.21 1-19 1-25 1-24 1-23 1.21 1-20 1.19 1-25 1.23 1622 1.21 1.20 1.25 1 1.2: 1.23 1.22 1-20 1-19 4 5 1-29 1-28 1-26 2-1 1-31 1-30 1.28 1-27 1.26 2-1 1.30 1-29 1.28 1.27 2•1 1-31 1-30 7-29 1-27 1.26 5 6 2-5 2.4 2-2 2-8 2-7 2.6 2.4 2.3 2-2 2-8 2.6 2.5 2.4 2.3 2.6 2.7 2.6 2-5 2-3 2-2 6 7 2.12 2-11 2.9 2-15 2-14 2-13 2.11 2-10 2.9 2.15 2.13 2.12 2.11 2.10 2-15 2.1. 2.13 2-12 2-10 2.9 7 6 2-19 2-18 2-16 2-22 2.21 2.20 2-IS 2-17 2-16 2.22 2-20 2.19 2-18 2-17 2-22 2.21 2-20 2-19 2.17 ?-16 6 9 2.26 2-25 2-23 3.1 2-28 2-27 2.25 2-24 2-23 2-29 2.27 2.26 2.25 2-2• 3.1 2.2: 2-27 2.25 1.24 2-23 9 10 3-5 3-3 3.2 3.8 3-7 3-5 3•A 3.3 3-2 3-7 3.6 3.5 3•a 3.2 3•E 3.7 i3-5 3-4 3-3 3-2 10 11 3.12 3-10 3.9 3-15 3-14 3.12 3.11 3.10 3-9 3.14 3.13 3-12 3.11 ,•9 3-15 3.1: 13.13 3.11 3-10 3.9 11 12 3.19 3-17 3.16 3-22 3-21 3-19 3.18 3.17 3.16 3.21 3.20 3.19 3-18 3.16 3.22 3.21 13.20 13.16 3.17 3-16 _ 13 3-26 3.24 3.23 3-29 3-2R 3.26 3•?5 3.2a ]-?J 3.26 3.27 3.26 3-25 3-2J :•?: 3.2! 3-2% 3-25 3-2: 3.23 14 4-2 3.31 3.30 4-5 4.4 4-2 4.1 3.31 3-30 .-4 4-3 4.2 :-t 3•:0 4-3 :-1 3.31 3-3O - 15 4-9 4.7 4.6 4-12 4-11 4.9 ..8 a7 4-6 4.11 a10 4•9 4-6 4•6 at? 11 :•tJ c•b 4.7 .-5 e . 16 4-16 4-14 4-13 4-19 4.18 4.16 :-15 14•14 4-13 4.18 4.17 :•16 .-15 4.13 4.15 : 4-li :•15 .-1. 4•13 _ 17 1-23 4.21 4-20 4.26 4-25 4-23 :•?2 4.21 4.20 4.25 4.24 :-23 4•22 .•20 : :•25 :•2. 14-22 :-21 18 4-30 4.28 4.27 5.3 5.2 4.30 4.29 4.28 4.27 5.2 5•1 :-N ••29 :-?% " " 5.2 5•t :-29 c-iF :•?% _ 19 5.7 5.5 5.4 5.10 5-9 5.7 5-6 5-5 5-4 5.9 5.8 5-7 5-6 5-• 5-'0 5-S 5.5 15-6 _.5 5-. 20 5-te 5-12 5-11 5•17 5-16 5.14 :•13 5-12 5-11 5.16 5.15 5•t. 5-13 5-1! 5•'7 ° c•15 (5.13 15•22 1 5.11 21 5-21 5-19 5.18 5.24 5-23 5-21 :•20 5.19 5-'8 5.23 5.22 5.21 5.20 5.1E _ : 5.73 15-20 5-19 5.16 1- 22 5-26 5.26 5.25 5.31 5.30 5.28 5.27 5.26 5.25 5.30 5.29 5.29 5.27 5.25 5 :•3J :•2? 15-27 5•';6 5-''S :2 23 6-4 6-2 6.1 6-7 6.6 64 6.3 6-2 6.1 6-6 6.5 6-: 6.3 6.1 6-6 5.5 1,3 6-2 6•t 24 6.11 6.9 6.6 6-14 6-13 6•11 5.10 6-9 6.8 6.13 6.12 6.11 6.10 6-E 5.13 •-'2 i ^-5 5.6 _ 25 6-18 6.16 6.15 6.21 6-20 6-18 6.17 6.16 6•15 6-20 6•19 6.16 6.17 5.15 �-2: 1°. ' ^- 9 - - t16 6.15 15 26 6-25 6-23 6.22 6.28 6.27 6-25 6.24 6.23 6.22 6.27 6.26 6.25 6.24 ;-22 5 -- : 7: °•26 _ - r23 5.22 2 27 7-2 6-30 6.29 7-5 7-4 7-2 7-1 6.30 6.29 7-4 7.3 17.2 7-1 6.29 ;-5 1--2 7-1 6-20 6.2? 27 28 7.9 7.7 7-6 7.12 7-17 7-9 17.8 7-7 7.6 7-11 7.10 7.9 7.8 7.6 7-1? 7-10 7-5 7.6 2e 29 7-16 7-14 7-13 7-19 7-18 7-16 7.15 7.14 7-13 7.18 7•17 :-,& 7.15 7 Q 7 S 1%-tE 17•17 17-15 7-14 7-13 72 30 7.23 7-21 7-20 7.26 7-25 7-23 7.22 7.21 7-20 7-25 7.24 7.23 7-22 7.20 7.26 7.25 7.2: 7-22 :-21 7.20 33 31 7.30 7.23 7-27 8-2 6.1 7-30 7.29 7-28 7.27 8.1 7.31 7-30 7-29 %-27 ^-2 !-1 7-31 '-?9 7-1: 7.27 31 32 a-6 8.4 8-3 8.9 8.8 8.6 8.5 8.4 8-3 8.8 8.7 8-6 8.5 8•3 °-9 -•6 3 - $ - 3.3 32 33 8.13 B-11 3-10 8-16 8.15 8.13 8.12 8.11 8.10 8.15 8•14 B-13 3.12 5.10 6-16 9•t5 5•I4 j•12 8-11 3.10 ,3 34 8-20 B-18 8-17 B-23 8.22 8.20 8.19 8.18 8-17 8.22 B•21 8-20 8-19 8.17 3.73 l-72 5.21 5-t9 c-13 3.17 3: 35 8-27 8.25 8.24 8.30 8-29 8-27 8-26 8.25 8-24 8.29 8.28 3.27 8.26 s-24 !-33 3.29 248 3-25 5-25 5.24 35 36 9-3 9-1 8-31 9.6 9-5 9-3 9-2 9.1 8-31 9.5 9-4 9.3 9-2 3-31 9.5 9.5 1�.4 ?-2 ?•1 3.31 35 37 9-10 9-8 9.7 9-13 9-12 9-10 19.9 9.8 9.7 9-12 9.11 9.10 9.9 9.7 9.13 9.12 =•11 ?-9 ?-8 9.7 37 38 9-17 9-15 9-14 9-20 9-19 9-17 9.16 9.15 9.14 9.19 9-18 9.17 9-16 9.14' 9.20 9-1.9 9-15 ?•15 3.15 9-14 35 39 9.24 9-22 9.21 9.27 9-26 9.24 9.23 9-22 9.21 9-26 9.25 9.24 9-23 9.21 4.27 9.26 9.25 3.23 9-22 9.21 39 40 10-1 9.29 9-28 10-4 10.3 10-1 9.30 9.29 9.28 10.3 10.2 10.1 9.30 9.28 10-: n0 3 Q-2 ?•30 9-29 9•28 aJ 41 10-8 10-6 110.5 10-11 10-10 t0-8 10-7 10.6• 10.5 10.10 10.9 10.8 t0-7 10-5 10.11 1510 1.S S : 1 7 10.6 t0-5 42 10-15 10.13 10-12 10-18 10.17 10-15 10.14 10-13 10-12 10.17 10.16 10.15 10-14 10.17 t0.15 10.17 10-IE :J 1. 10-13 10-12 :2 43 10.22 10-20 10-19 10-25 10-24 10-22 10.21 10-20 10.19 10.24 10.23 10-22 10.21 IO.19 11ti25 ICL24 1D-23 10.21 10. C 10-19 :3 44 10-29 10-27 10.26 11-1 10-31 10-29 10-28 10-27 10.26 10-31 10 30 10-29 10-28 10.26 11.1 0-31 !_•-3: 10-?2 ItL27 ttr26 45 11-5 11-3 11-2 11-8 11-7 11-5 111.4 11.3 11-2 11-7 11-6 11-5 11•4 11-2 11.6 11•7 11.5 11.4 11-3 11.2 :5 46 11.12 11.10 11.9 11.15 11-14 11-12 It. 11-10 11-9 11.1. 11-13 I1.17 I1.11 11.9 11•t5 11.14 11.13 11.11 11•ti 11.9 :6 47 11-19 11-17 11-23 11-22 11.21 tt-19 11.18 11-17 1t-23 11-21 11.20 11.19 It-tfl 11.23 11.22 n•21 tt•1� tl•t? tt-11 11.23 48 11-26 11.24 tt-30 11-29 11-28 11-26 11-25 11-?: 11.30 11-28 tt-27 11.26 It-25 11.30 111.29 I1-:6 11.27 1t•25 It-1: 11.30 .5 49 12-3 12-1 12.7 12-6 12.5 12-3 12•7 12-1 12-7 12.5 12-4 12.3 1?•? 12.7 12-6 11.5 12.4 12-2 17-: 11.7 49 50 12-10 12-8 12.14 12.13 12.12 12.10 t2.9 12-8 12-14 12.12 12.11 12-10 12.9 12.14 17.13 1:-t? '.2-11 12•9 12-8 12.14 50 51 12.17 12-15 12.21 12.20 12.19 12.17 12.16 12.15 12.21 12.19 12.18 12.17 12.16 12.21 t1.2C 12.14 12.15 12.16 1?•15 12•21 51 52 12.24 12.22 12.28 12.27 12-26 12 24 12.23 12.22 12.28 12.26 12.25 12-24 12.23 12.2! 12.2; 1;•;5 12•;5 17-2) 17.22` 2-2515? ' Extra Week EXHIBIT "B" • E F • Ll }EXHIBIT "H" TO hPPLICATION FOR APPROVAL OF FRACTIONAL ESTATE PROJECT C� DECLARATION, ARTICLES AND BY-LAWS • ATTORNEYS AT LAW TELEPHONE RONALD GARFIELD • ANDREW V. HECHT VICTORIAN SQUARE BUILDING TEEEOPICOPI R ELER -- 601 EAST HYMAN AVENUE (303) 925-3008 WILLIAM K. GUEST, P.C. ASPEN, COLORADO 81611 CABLE ADDRESS "GARHEC" JEREMY M. BERNSTEIN May 10, 1984 City of Aspen Planning and Zoning Commission 130 South Galena Street Aspen, Colorado 81611 and City Council of the City of Aspen 130 South Galena Street Aspen, Colorado 81611 RE: SHADOW MOUNTAIN LODGE AT ASPEN Dear Chairman, Members of the Planning & Zoning Commission, Mayor and Members of the City Council: • The purpose of this letter is to indicate compliance by the Project Instruments with provisions of Section 20-24(I) of Ordinance No. 52, Series of 1982, hereinafter referred to as the "Timeshare Ordinance". The recent amendments found in Ordinance No. 55, Series of 1983 amending the Timeshare Ordinance do not appear to affect Section 20-24(I). For purposes of this letter the term "Declaration" shall mean and refer to the Condominium Declaration for Shadow Mountain Lodge at Aspen. For purposes of this letter the term "by -Laws" shall mean and refer to the By -Laws of the Shadow Mountain Lodge at Aspen Fractional Owner's Association, Inc. What follows are references to the Timeshare Ordinance section and corresponding references to or excepts from the relevant provision of the Project Instrument. TIMESHARE ORDINANCE PROJECT INSTRUMENT 1. 20-24(I)(1) Disclosure The Disclosure Statement is Statement attached to the Declaration as Exhibit "D". 2. 20-24(I)(2)(a) In accordance with Section 1.2 legal description of the Declaration, the legal description of the property is • attached to the Declaration as Exhibit "A". • • GARFIELD & HECHT, P.G. City of Aspen Planning & and City Counsil of the May 10, 1984 Page 2 3. 20-24 (I) (2) (b) identification of timesharing periods 4. 20-24 (I) (2) (c) identification of timeshare estate Zoning Commission City of Aspen 5. 20-24 (I) (2) (d) percentage of common expenses and voting rights assigned to each timeshare estate The timeshare period known as a "Use Week" is defined in Section 2.22 of the Declaration. Use Weeks are identified by numbers as shown in Exhibit "C" to the Declaration. The timeshare estate known as a "Fractional Estate: is defined in Section 2.11 of the Declaration. In accordance with Section 4.5 of the Declaration, the entire Project (other than restricted employee housing units) is submitted to time -span ownership. Each Condominium unit's percentage ownership in the Common Elements is expressed in Exhibit "B" to the Declaration. A Fractional Owner is entitled to vote (Section 9.3 of the Declaration) and is liable for a pro rata share of the assessments (Section 12.2 of the Declaration) in accordance with the voting and assessment percentage set forth in E-hibit "B". So long as the association owns the employee housing units, the voting and assessment percentages will be different from the percentage ownership in the Common Elements. So long as the employee housing units are owned by the association such employee housing units shall not vote in the affairs of the Association nor shall any assessments be charged to those units. 0 • • GARFIELD & HECHT, P.G. City of Aspen Planning & Zoning Commission and City Counsil of the City of Aspen May 10, 1984 Page 3 6. 2 0 - 2 4 (I) (2) (e) restrictions on the use, occupancy, alteration or alienation of timeshare units In accordance with Section 4.8 of the Declaration a Fractional Owner's personal use of his unit shall be restricted to thirty (30) days during the "high season". In accordance with Section 13.1 use of a unit is limited to residential purposes only, occupancy of the studios is limited to two (2) persons and occupancy of the three (3) bedroom unit is limited to eight (8) persons. In accordance with Section 5.5 of the Declaration possession is limited to designated Use Weeks only and no Fractional Owner may occupy a Unit during Maintenance Weeks. In accordance with Section 5.4 of the Declaration all alterations to Units are to be performed exclusively by the fractional owners association. Except as set forth in Section 4.10 of the Declaration prohibiting partition, there are no restrictions on the alienation of a Fractional Estate. 7. 20-24(I)(2)(f) Section 4.4 of the Declaration other matters states that Condominium Units 13 and 14 are restricted to employee housing as required in Section 24-11.4 (b) (3) of the Municipal Code of the City of Aspen and to rental and sale terms, price guidelines and occupancy limitations within "middle income" employee housing eligibility guidelines and to six (6) month minimum leases with no • • GARFIELD & HECHT, P.G. City of Aspen Planning and City Counsil of the May 10, 1984 Page 4 & Zoning Commission City of Aspen 8. 20-24 (I) (3) (a) homeowners association and management contract more than two (2) shorter tenancies per calendar year. The fractional owners association to be known as "Shadow Mountain Lodge at Aspen Fractional Owner's Association, Inc." will be established under the Colorado Nonprofit Corporation Act. In accordance with Section 10.2 of the Declaration and Section 4.1 of the By -Laws, the fractional owners association shall be responsible for the maintenance of the Project. Section 9.7 Mandatory Appointment of Managing Agent of the Declaration provides that: "As soon as practicable the Association shall appoint a Managing Agent. The Contract with such Managing Agent shall allow for either party to terminate said contract, for cause, upon sixty (60) days notice. In the event the Managing Agent is terminated, a new Managing Agent shall be designated as quickly as possible by the Association. The contract with the Managing Agent shall specify the Managing Agent's duties to maintain the Project." 9. 20-24(I)(3)(b) Section 9.5 of the Declaration stipulation of association Fractional Owners Appointment as agent for process of Attorney -in -Fact for Service of Process states in part as follows: "Each Fractional Owner in the Project hereby irrevocably C7 • • GARFIIEILD & 6j[ECHT, P.G. City of Aspen Planning & Zoning Commission and City Counsil of the City of Aspen May 10, 1984 Page 5 10. 20-24 (I) (3) (c) multiple owners designate one managing agent 11. 2 0 - 2 4 (I) (3) (d) associations ability to compel a timeshare owner to pay maintenance fees and enforcement remedies designates the Association as his agent for the service of process or legal notices for any legal action proceding or hearing pertaining to his Fractional Interest. Any service upon the Association at attorney -in -fact for any or all Fractional Owners shall be in a manner sufficient to satisfy the requirements of personal service in the State of Colorado pursuant to Rule 4 of the Colorado Rules of Civil Procedure..." The last sentence of Section 9.3 of the Declaration states that: "Where title to a Fractional Estate is held by more than one person such owners are hereby required to designate one person or agent as the spokesperson for all such owners and that the person so designated shall also be entitled to vote all the interests of that particular Fractional Estate." Sectioi, 12.1 of the Declaration and Section 12.1 of the By -Laws set forth the obligation of owners to pay assessments. The right to compel payment is found in Sections 5.3, 12.6 and 12.7 of the Declaration. In accordance with Section 10.6 of the Declaration the fractional owners association has the right to enjoin violations of its rules and regulations and the prevailing GARFIELD & HECHT, P.C. • City of Aspen Planning & Zoning Commission and City Counsil of the City of Aspen May 10, 1984 Page 6 party in such suit shall be entitled to recover its costs and reasonable attorney fees. 12. 20-24(I)(3)(e) Sections 18.1 through 18.5 of distribution of proceeds the Declaration provide for in the event of condemnation the distribution of proceeds in the event of a complete or partial condemnation of the Project. Z , rfield • RG/mlc Recorded at o'clock .M. Reception No. Recorder FRACTIONAL ESTATE CONDCMINIU_•1 DECLARATION FOR SHADOW MOUNTAIN LODGE AT ASPEN _ INDEX ARTICLE I - RECITALS AND CERTAIN DEFINITIONS Section 1.1 The Declarant Page 1 Section 1.2 The Real Property Page 1 . Section 1.3 Intention of Declarant Page 1 Section 1.4 The Project Pace 1 Section 1.5 Submission of Property Page 7. ARTICLE II - ADDITIONAL DEFINITIONS Section 2.1 Act Page 2 Section 2.2 Articles Pace 2 Section 2.3 Association Page 2 Section 2.4 Board of Managers or Board Page 2 Section 2.5 By -Laws Page 2 Section 2.6 City Page 2 Section 2.7 Corwaon Expanses Pace 2 Section 2.8 Common Furnishings Page 3 Section 2.9 Condominium Unit or Lodge Unit Page 3 Section 2.10 Coraraon Elements Pace 3 Section 2.11 Fractional Estate Page 4 Section 2.12 Fractional Darner Page 4 Section 2.13 General Corac,on Elements Page 4 Section 2.14 Limited Coimaon Elements Page 4 Section 2.15 Maintenance WeeK or Xaintena^ce Period Page 4 Section 2.16 Managing Agent Page 5 Section 2.17 Map or Condominiuma Map Page 5 Section 2.18 Mortgage Page 5 Section 2.19 Mortgagee Page 5 Section 2.20 Condominium Owner or Owner Page 5 Section 2.21 Unit Page 5 Section 2.22 Use Week Pace 6 Section 2.23 Timeshare Ordinance Page 6 ARTICLE III - CONDOMINIU`I Ma? Section 3.1 Preparation of :'ap Page 6 Section 3.2 Boundaries of Unit Page 7 Section 3.3 Recording Pace 7 Section 3.4 Amendments and Supplerents Page 7 ARTICLE IV - DIVISION OF PROJECT Section 4.1 Division into Condo,, nium Units Page 7 Section 4.2 Limited Conwaon Elements Page 7 Section 4.3 Conveyance and Description of Condominium Unit Page 8 Section 4.4 Employee Housing Restrictions Page 8 Section 4.5 Further Division into Fractional Estates Page 9 Section 4.6 Conveyance and Description: of a Fractional Estate Page 9 Section 4.7 Inseparability of Cor;�aon Ele:cents Page 9 Section 4.8 Restriction on Fractional Estates Pace 10 Section 4.9 Title Page 10' Section 4.10 Partition Not Permitted Page 10 ARTICLE V - ADDITIONAL RIGHTS AND OBLIGATIONS OF FRACTIONAL OWNERS Section 5.1 Occupancy Expenses Prga 11 { . Section 5.2 Holding Over Page 11 Section 5.3 Right of Possession Denied Page 12 Section 5.4 Idennity Against Liens Page 12 Section 5.5 Periods of Possession Page 13 Section 5.6 Compliance with Timeshare Instruments Page 13 Section 5.7 Right to Exhibit Page 13 ARTICLE VI - EASEMENTS Section 6.1 Easements for Encroac'u.ients Page 13 Section 6.2 Easements of Access for Repair, Maintenance and Daergencies Page 13 Section 6.3 Owner's Right to Ingress and Egress and Support Page 14 Section 6.4 Association's Right to Use of Corsnon Elements Page 14 . Section 6.5 Easements Deerced Created Page 14 ARTICLE VII - AD VALOREM TAXATION Section 7.1 Separate Assessments Page 15 ARTICLE VIII - MECHANIC'S LIEN RIGHTS LIMITED Section 8.1 Mechanic's Lien Page 15 ARTICLE IX - ASSOCIATION Section 9.1 General Purposes and Powers Page 16 Section 9.2 Membership Page 16 Section 9.3 Voting Page 17 Section 9.4 Fractional Owners Appointment of Attornev-in-fact for Services of Process Page 17 Section 9.5 Board of Managers Page 18 Section 9.6 Mandatory Appointment of Managing Agent Page 18 Section 9.7 By -Laws and Articles Page 19 Section 9.8 Consent of Mortgagees Page 19 ARTICLE X - RIGHTS AND OBLIGATIO`S OF ASSOCIATICN Section 10.1 Association as Attorney -in -Fact for Owners Page 20 Section 10.2 General Corjaon Ele:ents Page 20 Section 10.3 Labor and Services Page 21 Section 10.4 Property of Association Page 21 Section 10.5 Mortgagee Rights Page 21 Section 10.6 Enforcement by association Page 22 Section 10.7 Certificate of Identity Page 22 Section 10.8 Implied Rights Page 22 Section 10.9 Rules and Regulations Page 22 ARTICLE XI - ADDITIONAL DUTIES OF THE ASSOCIATION R=GARDING FRACTIONAL ESTATES Section 11.1 Coordination of Occupancy Page 23 Section 11.2 Service Requests Page 23 Section 11.3 Maintenance Page 23 Section 11.4 Calendar of Use Weeks Page 23 ARTICLE XII - ASSESSMENT FOR COMMON EXPENSES Section 12.1 Obligation to Pay Page 23 Section 12.2 Apportionments Page 24 Section 12.3 Time for Payrent of Assessments Page 24 Section 12.4 Sinking Fund Page 25 Section 12.5 Special Assessments for Capital Improvements Page 25 Section 12.6 Assessment Lien Page 26 Section 12.7 Personal Obligation Page 26 Section 12.8 Statewont of Status of Section 12.9 Assessment Payments Personal Liability o: Purchaser Page 27 for Assessments Page 27 Section 12.10 Assessment Reservers Page 2a -2- ARTICLE XII - USE OF COINDOMINIUM UNITS Section 13.1 Use Restrictions Page :E Section 13.2 Coivaon Elements Pestrictions Page 29 Section 13.3 No Imperiling of Insurance Page 29 Section 13.4 No violation of Law Page 29 Section 13.5 No Noxious, Offensive, Hazardous or Annoying Activities Page 29 Section 13.6 No Unsightliness Page 30 Section 13.7 Restriction on Signs Page 30 --- Section 13.8 Antennas Page 30 Section 13.9 Restrictions on Aniiaals Page 30 Section 13.10 Repairs or Alterations Page 30 Section 13.11 No Excessive Use of Utilities Page 33 Section 13.12 No Impainaent of Structural Integrity Page 30 Section 13.13 Miscellaneous Restrictions Page 31 Section 13.14 Responsibility of Owners and Fractional Owners Page 31 ARTICLE XIV - MORTGAGING A CONDOMINIUM UNIT Section 14.1 Priority of a Mortgagee Page 31 ARTICLE XV - INSURANCE Page 32 Section 15.1 Fire Insurance Section 15.2 Liability insurance Pace 32 Section 15.3 Other Insurance Page 33 Section 15.4 Named Insured Page 33 Section 15.5 Certificate of Replacement Value Pace 33 ARTICLE XVI - DA14AGE OR DESTRUCTION Proceeds Pace 3+ Section 16.1 Insurance Section 16.2 Damage, Sufficient insurance Proceeds Page 34 Section 16.3 Damage, Insufficient Insurance Proceeds Page 34 ARTICLE XVII Section - OBSOLESCENCE 17.1 Renewal of Project Pace 3� Section 17.2 Sale of Project Page 37 ARTICLE XVIII - CONDEMNATION Section 18.1 Consequences of Condeumation pace 37 Section 18.2 Proceeds 39 Section 18.3 Complete Taking Page 38 Section 19.4 Partial Taking Pace 33 Section 18.5 Reorganization Page 39 ARTICLE XIX - AMENDMENT OR REVCCATION OF DECLA.RATIO` Section 19.1 Amendment or Revocation Page 39 ARTICLE XX - Section MISCELLANEOUS 20.1 • Period of Condominium Ownership Page 40 Section 20.2 Compliance with Provisions of Declaration and Articles of Incorporation and By -Laws of the Association Page •10 Section 20.3 Registration of Mailing Address Page 41 Section 20.4 Transfer of Declarant's Rights Page 41 Section 20.5 Severability Page 42 Section 20.6 Protection of N.ortgagee page 42 Section 20.7 Litaited Liability Page i> Section 20.8 Non -waiver 43 Section 20.9 Statute pace. �' 43 Section 20.10 Number and Gender page Section 20.11 Sales Activities of Declarant Page 44 Section 20.12 Section Headings page 44 Section 20.13 Duration of Declaration Page 44 Section 20.14 Disclosure Statement Page 44 SIGNATURE PAGE Pace 45 ACKNOWLEDGE.XENT OF DECLARANT SIGNATURES Page 45 -3- .ryr ,.�,. APPROVAL OF MORTGAGEE 0 Page 45 ACKNOWLEDGMENT OF MORTGAGEE SIGNATUR: Page 48 • FRACTIONAL ESTATE CONDO!1I.NIUM DECLARATION FOR SHADOW MOUNTAIN LODGE AT ASPEN This Fractional Estate Condominium Declaration for Shadow Mountain Lodge at Aspen dated this day of - 1983, is made and entered into by sizADow MOUNTAIN EQUITIES, INC., a Colorado corporation. ARTICLE I Recitals and Certain Definitions 1.1 The Declarant. SHADOWMOUNTAIN EQUITIES, INC., a Colorado corporation, together with its successors and assigns, collectively, is herein called the "Declarant". 1.2 The Real Property. Declarant is the owner of an improved parcel of real property located in the County of Pitkin, State of Colorado, described in Exhibit "A" attached hereto, :Jade a part hereof by this reference and hereinafter referred to as the "Real Property". Recording data for recorded ease:::ents and licenses appurtenant to, or included in, the condo:a°,_iu:a property or to which any portion of the coneciainiusi property is or may become subject is also set forth in said Exhibit "A". 1.3 Intention of Declarant Declarant intends ;.o provide for condominium ownership of the real property, buildings and improvements situated thereon as a condominium and fractional (i.e. ticne-span) estate under the Condominium C.rnershi? Act of the State of Colorado. Declarant intends to define the character, duration, rights, obligations, and limitations of such condominium ownership and for such purposes executes this Declaration. 1.4 The Project. The tern "Project" shall mean the Real Property and the buildings and improve:rents situated thereon and all appurtenances thereto which buildings and improvemt- . s contain twelve 02) free market units and .wo (2) restricted employee housing units. :his is the maxitau:a n-;Aber of condominium units that may be created by this subdivision. The free market condominium units will be sub:aitted to fractional (i.e. timv-span) ownership. The cinployec housing units will he conveyed by Declarant to the fractional owners association. The employee housing units will not be part of the fractional estates created hereby. 1.5 Submission of Property. Declarant does hereby submit the Real Property and.buildi:gs and i:aproveapnts situated thereon, to condominium ownership pursuant to the Condominium Ownership Act of the State of Colorado and with respect to the free market units further submits the saice to fractional (i.e. time -span) ownership subject to easements, rights -of -way, restrictions and reservations of record, and Declarant does hereby publish and declare that the following terms, covenants, conditions, easements, restrictions, uses, limitations, and obligations shall be deemed to run with the land, shall be a burden and a benefit to Declarant, its successors and assigns. ARTICLE !I Additional Definitions Unless the context shall expressly provide otherwise the following definitions shall apply to the following phrases, • or terms appearing in this Declaration. 2.1 Act means. the Colorado Condoiainiu= C..- ership Act, Colo. Rev. Stat. Section 39-33-101 et sec. 1973, as a_ended. 2.2 Articles means the articles of =ncorcoration of the Association, as hereinafter defined. 2.3 Association means SH;tD0W XIMNTAIN LCDGE AT ASPEN FRACTIONAL OWNER'S ASSOCIATION, INC., a Colorado co: --oration, not for profit, its successors and assigns, the articles and By -Laws of which, as hereinafter defined, along with this Declaration, shall govern the administration of the Project; the :ce:rbers of which shall be all of the C14ners of the Condominiums or Fractional Estates in the Project. 2.4 Board of Manaaers or 9oard taeans the governing body of the Association. 2.5 By -haws means the By-I.a:as of the Association. 2.6 City, means the City of Aspen, Colorado. 2.7 Cormron Expenses means and includes exvenses for zm the maintenance, repair, operation, r:anage:aen•_ a3:ainistration of the Common Elements; expenses declared cocs:,.on expenses by the provisions of this Declaration or under the By-Laxs of the Association and all sums lawfully assessed as such by the Board of Managers of the Association. 2.8 Common Furnishings means the personal property in a Lodge Unit at the time of acquisition thereof by a Fractional owner, including the furniture, furnishings, tableware, cooking utensils, appliances, decorative items, bedding and all additions, substitutions or replacements thereof. -Ownership of a Fractional Estate shall include undivided ownership with all the other Fractional owners of said Unit in and to the Co:xaon Furnishings in said Unit and any additions, substitutions or replacements thereof. 2.9 Condominium Unit or Lodge Unit :Weans the fee simple interest and title in and to a Unit, the undivided percentage interest in the General Coujaon E'lamaents appurtenant to such Unit and the exclusive right to.use any Limited Ce:�.,o:: Element reserved to such Unit as shown on the Condo:Ainiuia Mao. 2.10 Common Elements means and includes the Real Property except those portions thereof which constitute air space units together with the structural co;cponents of the buildings, including but not limited to roofs, floors other than the interior surfaces thereof (and crawl spaces beneath the floors), foundations, pipes, ducts, flues, chutes, conduits, wires, and other utility installations to the outlets", bearing walls, perimeter walls, columns and girders to the interior surfaces thereof, regardless of location; the balconies, patios, entryways lying outside perimeter walls, walkways, yards, parking areas and storage spaces which are now or hereafter contained within the Project; all installations of power, lights, gas, hot, and cold water existing for cotalaon uses and, the air above the Real Property, all of which shall be owned, as tenants-in-cozr.on, by the owners of the separate units, each owner of a unit having an undivided percentage interest in such co:as;on ele:af.nts as hereinafter provided. -3- 2.11 Fractional Estate raeans a combination of: (i) an undivided one -fifteenth (1/15) interest as tenant-in-co.m.on, in the present fee simple estate in a Condominium Unit and (ii) the exclusive right to possession and occupancy of said Condotainiura Unit during annually recurring periods of time known as Use Weeks as set forth in the deed conveying the Fractional Estate to a Fractional owner. The sum of the Use Weeks and Maintenance weeks in a Condominium Unit dedicated to fractional cwn ersaip shall equal fifty-two (52) weeks. Each Fractional Estate shall constitute for all purposes an estate or interest in real property, separate and distinct from all other interests in the same Condominium Unit and may be conveyed or encazbered in the same manner and with the same effect as other real- property interests, including, but not limited to, by way of deed, mortgage or involuntary sale by judicial or other process. Each Fractional Estate shall: be separately assessed for real property taxes and for any other charges on real property levied by any government or governmental entity. 2.12 Fractional Caner means a_.y person, corporation, partnership, association or other legal entity whit'.'. owns an interest in one or more Fractional Estates. 2.13 General Comdnon Elements means all the Cormion Elements except all Limited.Cowrnon Elements, 2.14 Limited Couuaon Elements means those Co::aaon Elements (as shown on the Map) which are reservee for the use of a certain owner or owners of a particular Conde:ainiuza Unit to the exclusion of the others. Any costs for ordinary maintenance, service or upkeep shall be paid by the owners receiving such reservation. 2.15 Maintenance Eeek or Maintenance: ?e-r; means those periods of time during which exclusive possession a Lodge Unit dedicated to fractional ownership is reserved to the Association to service, clean, repair, maintain and ref . bish .:ch I.odc,-r Unit or for such other purposes as the Association shall determine to be necessary or desirable. Maintenance Weeks shall consist of those Use weeks, designated by Declarant, by sunple:rent or supplements to this Declaration as :maintenance Weeks. Maintenance Weeks shall be appurtenant to the Fractional Estates in a particular Lodge Unit and a transfer of said Fractional Estate shall, without further reference, transfer to the grantee thereof such interest in the Maintenance Weeks. 2.16 Managing Agent ineans the individual, corporation or other legal entity employed by the Board to perform the management and operational functions of the Project. 2.17 Map or Condominium Mao means a plat or plats or survey or surveys of the surface of the ground of the Real Property showing a survey and legal description thereof, the location of the building with respect to the boundaries of the Real Property, together with diagramatic floor plans of the building, showing the boundaries of each Unit .,;ithin the building, including horizontal and vertical locations and dimensions of all boundaries of each'Unit, Unit numbers identifying the Units, together with such other information as may be included thereon in the discreticn of the Declarant. With respect to any supplemental Condominiuma Mao or zaps that may be filed in the Pitkin County, Colorado records, the term "map" or "Condominium Map" thereafter shall taean the Original Condominitua Map, together with all supplemental maps. 2.18 Mortgaae means any mortgage, deed of trust, or other security instrument by which a Cordocainiva Unit or any Fractional Estate is encuiabered. 2.19 Mortgagee means any person, persons, firm, corporation, partnership, association or other legal entity na:aed as the mortgagee or beneficiary in any Mortgage under which a Condominium Unit or any Fractional Estate is encu:abered. 2.20 Condominium owner or Owner neaps a person, corporation, partnership, association or other legal entity which owns an interest in a Condominium Unit not suhtaitted to fractional ownership under this Declaration. 2.21 Unit means an individual air space unit which is bounded by the unfinished interior surfaces of its perizieter walls, including the interior surfaces of windo-.-s and windo.: rij frames, doors and door frames, trite, and the interior surfaces of the lowermost floors, uppermost ceilings and bearing walls of such unit in the building as shown on the Condo:air.iu:a Map to be filed for record, together with all fixtures and iraprovefaents therein contained but not including any of the structural components of the building, or Cor:l^on Elements, if any, in such unit. 2.22 Use Week means a period of exclusive possession and occupancy of a Condominium Unit reserved to a Fractional owner consisting of a seven (7) day period of ownership; provided however, the right of possession and occupancy shall not cori.mence until 4:00 p.ra. Rocky Mountain Titee on the First day of the Use Week and shall end at 10:00 a.m. Pocky Mountain Tiee on the last day of such week. Use Week No. 47 (always incluces Tanksgiving) and begins on the Saturday before Thanksgiving. Use Week No. 48 is the seven (7) days irvrediately following. Additional weeks are computed by either going forward or backward From Use Week No. 47. Use Week No. 1 contains the seven (7) days succeeding the end of Use Week No. 52 without regard to the north or year. Use Week No. 4G contains. any excess days not otherwise assigned. 2.23 Timeshare Ordinance r:eans new section 20-2; to the Municipal Code of the City of aspen, Colorado regulating the subdivision, sale and maintenance of timeshare projects and any arnendrnents or supplements to said Ordinance. ARTICLE III Condorairium Mao 3.1 Preparation of Mao. The Map shall contain the certificate of a registered Colora.'.o lard surveyor, or licensed architect, or both, certifying that the Map substantially depicts the location and the horizontal and vertical ri:easureri:ants of the building, the Units, the Unit designation and di:-ansions thereof, the elevations of the unfinished floors and ceilings, the building number or symbol. Eac- supole:;.ental t,.ap or any amenament shall set forth a like certificate when appropriate. 3.2 Boundaries of Unit. In interpreting the Xap.or any amendment or supplement thereto, the existing physical boundaries of each Unit as constructed shall be conclusively presumed to.be its boundaries. 3.3 Recording. The Condominitua Map or Maps shall be filed for record in the Real Estate Records of the County Clerk of Pitkin County, Colorado and may be filed for record in :Thole or in parts, or in sections, from time to ti:ae. Each section of the Map filed subsequent to the first or initially filed }tap shall be termed a supplement or amend -'cent to such Map and the numerical sequence of such supplements or azaend;eats shall be m shown thereon. 3.4 Amendments and Suoolemen _s _ Declarant reserves the right without the necessity of any obtaining the consent of any other person to amend or supplement the Xap, fro:a tir.:e to tiri:e, to conform the same according to the, actual location of any improvements or alterations, and to establish, vacate, and relocate access, utility or other easements or rights of way and for any other purposes as provided herein. Notwithstanding the preceding, Declarant shall obtain an approval from the City to any amendment or supplement to the Map where such approval is required under the Timeshare Ordinance. ARTICLE IV Division of Project 4.1 Division into Condominium Units. The ConOominium Project is hereby divided into Condominium Units, each consisting of a separate fee simple interest in a Unit and an undivided fee simple interest in the Cormi:on Elements, as is set forth in Exhibit "B" attached hereto and the Limited Cosz:aon Elements, if any, appurtenant to each Unit. Such undivided interests in the Common Elements are hereby declared appurtenant to the respective Units. Each such Unit shall be identified on the Map by rtnr_`er or symbol as shown on Exhibit "B". 4.2 Limited Cormaon Slements. Litaited Cov-mon Elements decks, terraces shall consist of, balconies, patios, nud exterior stairways, if any, appurtenant to and associated with a • r U particular Unit and identified on the Condominiun Man, and any individual heating equipment and fireplaces appurtenant to and used in connection with a particular Unit. The Limited Coivnon Elements shall be used in connection with a particular Unit to the exclusion of the use thereof by others except by invitation. 4.3 Conveyance and Description of Condominium Unit. Every contract, deed, lease, mortgage, deed of trust, will, or other instrument affecting title to a Condotainiu:n Unit not dedicated to Fractional Ownership shall describe that Condominiwn Unit as follows: Condominium Unit , SHADOW MOUNTAIN LODGE AT .ASPEN, according to the Condominium Map thereof recorded in Plat Book at Page , and as defined and described liy the Fractional Estate Condominium Declaration for the Shadow Mountain Lodge at Aspen recorded in Book _ at Page , County of Pitkin, State of Colorado. 4.4 Employee Housing Restrictions. Condominium Units 13 and 14 are employee housing and shall and hereby are restricted to use as employee housing as now described in Section 24-11.4(b)(3) of the Municipal Code of the City of Aspen and to rental and sale terms, price guidelines and to occupancy limitations within "middle income" employee housing eligibility guidelines now established by the City Council of the City of Aspen, or as such guidelines m.ay from thee-to-ti,.e be- amended by the City Council. Said Condominium Units 13 and 14 shall and hereby are restricted to six (6) month mini:aum leases with no more than two (2) shorter tenancies per calendar year, all as described in the Municipal Code of the City of Aspen, as amended. The covenants contained in this Paragraph shall re:: --,in in effect for the period of the life of the longest lived meI:ber of the presently constituted Aspen City Council plus twenty-one (21) years, or for a period of fifty (50) years, whichever period is less, from the date this Declaration is recorded. None o, the covenants contained herein shall he released or waived in any respect or modified or amended during the period they are binding without the prior consent of the City of Aspen ref:ected by resolution of the City Council of the City of Aspen. • 4.5 Further Division into Fractional =states. All Condominium Units in the Project, other than restricted er.:ployee housing Units No. 13 and No. 14, in the Project are hereby further divided into Fractional Estates. 4.6 Conveyance and Descriotion of a Fractional Estate. Every contract, deed, mortgage, deed of trust, will or other instrument affecting title to -a Fractional Estate shall describe that Fractional Estate as follows: An undivided one -fifteenth (1/15) interest as tenants-in-cormnon in and to Condominium Unit SHADOW MOUNTAI:+ LODGE AT ASPS.\, according to the Condominit::a Mao thereof recorded in Plat Book at Page together with the exclusive rich_ to possession and occupancy of said Unit only during Use :+ee:<s and said right to possession and occupancy beginning at 4:00 p.m. Rocky Mountain Time on the first day of each Use Week and ending at 10:00 a.ri. Rocky Mountain Ti:te on the last day of each Use week as more defined and described in the Fractional Estate Condominium Declaration for the Shadow Mountain Lodge at Aspen recorded in Book at Page _, County of Pitkin, State of Colorado. The transfer of an interest in a Fractional Estate stall without further reference thereto transfer to the grantee thereof ownership of all of the the transferrer's undivided interest in the Comnon Furnishings. Use :reeks are described in Exhibit "C" attached hereto. 4.7 Inseparability of Co:m on Ele!-eats. The undivided interest in the Common Elements declared to be an appurtenance unto each Condominium Unit or Fractional Estate shall not be leased, conveyed, devised, encumbered or otherwise deal-, wit: separate from said Condorniniurn Units or Fractional Estate and the undivided interest in Cofmoton Elements appurtenant to each Condominium Unit or Fractional Estate shall be dee:,-ed, conveyed, devised, encuabered or otherwise included with the Condominiu:.% Unit or Fractional Estate therein, even though such undivided interest is not expressly mentioned or described in the instrument leasing, conveying, devising, encumbering or othart::se dealing with such Condominium Unit or Fractional Estate. ::othing herein contained shall be construed as limiting or preventing ownership of any Condominium Unit or Fractional Estate therein and its appurtenant undivided interest in the Co:::con Elements by more than one person or entity as tenants-in-co:aeon or joint tenants with right of survivorship_ 4.8 Restriction on Fractional :states. A Fractional owners' personal use of his Unit shall be restricted to thirty (30) days or less during the seasonal period of December 18th through March 20th. This seasonal period is hereinafter referred to as "high season." "Fractional o- mers' personal use" shall be defined as owner occupancy of a Fractional Estate or nonpaying guest of the owner thereof or taking the Fractional Estate off the rental market during the seasonal periods referred to hereiA for any reason other than necessary repairs which cannot be postponed or which make the Unit unrentable. 4.9 Title. Title to a Cordominiu:a Unit or Fractional Estate may be held or owned by any entity and in any manner in which title to any other real property may be held or owned in ( the State of Colorado, including, but without limitation, joint • tenancy or tenancy in common. Subject to the restrictions set forth in Paragraph 4.8 above, a person r:av accui:e :-ore than one Fractional Estate in the sar,:e Unit or di==erent Units and thereafter may convey or encw.ber each Fractional Estate separately acquired. Any conveyancing decu<.ent, s:�rtgage (or release thereof) lease or other instruu,.ent which purports to grant any right, interest or lien in, to or upon a Fractional Estate shall be null, void and of no effect insofar as the same purports to convey, devise, encutaber, lease or otherwise trade or deal with less than the entire Fractional Estate. 4.10 Partition Not Permitted. The Co::u::on Elements shall be owned in comr,ion by all the owners of Condominium Units and Fractional Estates and no Owner or Fractional Owner tray bring any action for partition thereof. Further no Fractional Owner may bring any action for the partition of a Factional Estate. • ARTICLE 1; Additional Rights and Obligations of Fractional Owners 5.1 Occuoancv Expenses. A Fractional Owner shall be obligated to pay on last day of each Use Week all expenses incurred in connection with the use of Unit by the Fractional owner, his guests, members of his family or other invitees including all costs of long distance telephone charges, costs of the repair or replacement of Comnon Furnishings or Cousmon Elements damaged during such use by intentional conduct or negligence, costs of firewood, janitorial and maid service and all other costs or expenses as may be charged by the managing Agent or Board in accordance with this Declaration, the Articles, By -Laws or any rules or regulations of the Association. Any of the foregoing expenses may at the choice of the Association be included as part of a regular assessu,ent rather the, requiring payment on the last day of any Use Week.. 5.2 Holding Over. In the event that a Fractional Owner shall fail to surrender.up peacefully the Condominium Unit within the time provided at the expiration of each Use Week and if said Fractional Owner shall remain in possession after the expiration of such time, said Fractional Owner shall be deeu:ed guilty of a forcible detainer and shall be liable for eviction with or without process of law and damages. Under the circumstances described in the preceding sentence such Fractional Owner shall also be liable to the Association in damages for each twenty-four (24) hour period of holding over, or any part thereof, at the rate of two hundred percent (2001) of the daily average rental rate charged for use and occupancy of a similar Condominium Unit, as determined in the sole discretion of the Managing Agent or the Board, but in no event less than $200.00 per day, plus a reasonable amount for attorney.' fees and all other costs incurred by the Association in enforcing any right or remedy hereunder. 5.3 Right of Possession D>nied. In the event of a default in the payment of any charge provided for in this Declaration, or any part thereof, or default shall be Made in any covenants or agreements herein contained to be kept by a Fractional Owner it shall be lawful for the Managing Agent, if y any, or the Board to deny possession and the use of the Unit to said defaulting Fractional owner and/or declare said possession right terminated and enter upon said premises, or any part thereof either with or without process of law, and to expel, remove, and put out said Fractional Dwner or any other person occupying the same using such force as may be necessary in so doing without being liable to prosecution or in da::ages therefor and to repossess and enjoy the pre:aises free from env claim of said defaulting Fractional Carer. Said right to possession and use of said premises shall be denied Fractional Owner for so long as the Fractional Owner shall be in default in the performance as aforesaid. All rights and rercedies of the Association set forth in this paragraph or in any other provisions of this Declaration are cumulative and may be exercised by the Association independently or concurrently and in any order the Association may choose. 5.4 Inderanity Aaain.st Liens. No Fractional Owner shall have the right (such right being reserved exclusively to the Association) to contract for or cause anv labor or materials to be furnished in connection with a Unit. `othwithstanding the preceding, any Fractional owner who suffers or allows a tnechanic'.s lien, federal tax or other lien to be placed against his Fractional Estate or the entire Unit shall irde.anify, defend and hold each of the other Fractional C.:ne=s har:aless from all liability or loss arising from the claim of such lien. The Association shall enforce such inde.mity by collecting from the Fractional Owner who suffers or allows such a lien the amount necessary to discharge the lien a;.d all costs incidental thereto, including including reasonable attorneys' fees. If such a:;ount is not promptly paid, the Association ;:ay collect the sa::a in the manner provided herein for the collection of assessi.e;ts. •._ ...tea r..,.�r•� : -- 5.5 Periods of Possession. A Fractional Owner shall not occupy his Unit or any Common F.le:nents during Maintenance Weeks or any other time except during his Use Weeks. 5.6 Compliance with Timeshare Inst_tsaents. By acceptance of a conveyance of a Fractional Estate, each Fractional Owner agrees that any use of a Unit or Coi:s:.on Eleu:ents shall at all times be subject to and in accorearce with this Declaration, the Articles, By -Laws and any rules or regulations of the Association. 5.7 Right to Exhibit. A Fractional Owner shall have the right to enter into his Unit during reasonable hours and upon reasonable notice during the Use Week of another Fractional Owner for the limited purpose of showing the Unit to a prospective purchaser. Said right of entry shall also extend to a licensed real estate broker or salesperson of a Fractional Owner. ARTICLE VT_ • Easements for Encroach:ents. I= any of the 6.1 Easements part Common Elements encroaches upon a Unit or Units, an easement for such encroactunent and for the maintenance of the sa:ae so long as it stands shall and does exist. Such encroac .,tents shall not be considered to be encumbrances either on the Ce:rsaon -Elements or the Units. Encroachments referred to herein include, but, are not limited to, encroachments caused by error in the construction of any building or improvements, by error in the Condominium Map, by settling, rising or shifting of the earth, or by changes in position caused by repair or reconstruction of the Project or any part thereof. 6.2 Easements of Access for Repair, Maintenance and Emergencies. The Owners of Units and Fractional Cu ners shall have the irrevocable right to be exercised by the Association as their agent, to have access to each Unit and to all Co:rsaon Fleiaents from time to time during such reasonable hours as nay be necessary for the maintenance, repair- or replacement of any of • the Comnon Elements located therein or accessible therer:-om or for making emergency repairs therein necessary to prevent ea:tage • to the Common Elements or to another Unit or Units. The Association shall also have such right inde.ender.t of any agency relationship. Damage to the interior of any part of a Unit or Units resulting from the maintenance, repair, emergency repair, or replacement of any of the Cormoon Elements or as a result of emergency repairs within another Unit at the instance of the Association or, Owners or Fractional Ourers shall be an expense of all the owners and Fractional Owners; provided, however, that if such damage is the result of negligence of the Caner of a Unit or Fractional Owner, then such owner or Fractional Diner shall be financially responsible for all of such daLaage. Such damage shall be repaired and the property shall be restored substantially to the same condition as existed prior to datrace. =Mounts owing by Owners or Fractional owners pursuant hereto shall be collected by the Association by assessment. 6.3 Owner's Riqht to Ingress and Egress and Su000rt. Each Owner or Fractional Owner shall have the right of ingress • and egress over, upon, and across the Cc::m.on Ele:ents necessary for access to his Unit and shall have the right to •-he horizontal and lateral support of his Unit, and such rights shall be appurtenant to and pass with the title to each Co ndc.;inium [;nit or Fractional Estate. Each Owner or Fractional C::ne_ shall have a non-exclusive right to the use of side..alks and pat?::ays located within the entire Project, if any. 6.4 Association's Right to Use of Ce:::mn Elements. The Association shall have a non-exclusive ease:went to .a<e such use of the Common Elements as riay be necessary or appropriate to perform the duties and functions which it is obligated or permitted to perform pursuant to this Declaration. 6.5 Easements Deemed Created. All conveyances of Condominium Units hereaftet- made, whether by the Declarant, or otherwise, shall be construed to grant and reserve such reciprocal easements as shall give effect to this entire Article • even though no specific reference to the case:. -.eats or to Said sections appears in any such conveyance. ' I ARTICLE VII Ad Valorem Taxation 7.1 Separate Assessments. As soon as possible, after the Condominium Map shall have been filed for record in Pitkin County, Colorado, Declarant shall deliver a written notice to the Assessor of Pitkin County, Colorado, as provided by law, setting forth the descriptions of the Condominiu:a Units and with respect to those Units submitted to fractional (time -span) o-wr:ership such information as shall be necessary so that each Condo:ainiu:a Unit or Fractional Estate as the case may be shall be assessed separately thereafter for all taxes, assessuents and other charges of the State of Colorado or of any political subdivision or of any special improvement district or of any other taking or assessing authority. For the purpose of such assess:zert, the valuation of the Coinraon Elements shall be apportioned a:or.g the Units or Fractional Estates in proportion to the fractional i interests in Common Elements appurtenant to such Units or iFractional Estates. The Association shall furnish to the assessor all necessary information with respect to such apportionment. No forfeiture or sale of any Condoiainiu4i Unit or Fractional Estate for delinquent taxes, assess:aents or other gove nr:rental charges shall divert or in any any way affect the title to any other Condominium Unit or Fractional Estate. All taxes, assess:cents and charges which may become liens prior to any first mortgage under local law shall relate only to individual Units or Fractional Estates and not to the Project as a whole. In the event that for a period of time any tag:es or assessments are not separately assessed to each Condominiu:a owner or Fractional Ct+ner, but are assessed on the property as a whole, then each Condominium C•.,m er or Fractional owner shall pay his proportionate share thereof in accordance with his percentage ownership of the General Coult:on Elements. ARTICLE VIII : Mechanic's Lien Rights Limited 8.1 Mechanic's Lien. No labor perfos:r.ed or materials furnished for use in connection with any Unit, or in connection with any improvements constructed shall created any rights to file a statement of mechanic's lien against the Unit of any other Owner not expressly consenting to or requesting the same or against any interest in the Cmuaon Elements except as to the undivided interest therein appurtenant to the Unit o: the Owner for whora labor shall have been perforred and such iaterials shall have been furnished. Each Owner shall indermiff and hold har:aless ` each of the other Owners from and against each of the other Owners from and against any liability or loss including reasonable attorney's fees, arising from the claim of any lien against the Condominium Unit, or any part thereof, or any other owner or against the Comnon Elements for labor perfo=:!ed or for materials furnished in connection with the first Owner's Unit. At the written request of any Owner, the Association shall enforce such indemnity by collecting from the Owner of the Unit on which the labor was performed and materials furnished the a::ount necessary to discharge any such lien, includi.g all costs • incidental thereto, and obtaining a discharge cf the lien, such collection shall be made.by assessraent. rom-err -v Association 9.1 General Purposes and Powers. The association through the Board or a Managing Agent shall per`ona functions and hold and manage property as provided in this Declaration so as to further the joint interests of the Fractional Cw ners and. the owners of Condominiums in the Project. It shall have all power necessary or desirable to effectuate such purposes. 9.2 Membership. The Fractional Owners and. the Owners of Condominiums shall automatically beco;ae meiibers of the Association_ Said membership is appurtenant to a Condominium or. Fractional Estate and title to the ownership of the r:ambership automatically pass with title to the Condo:ainiu.-a or Fractional Estate. Each Condominium Owner and Fractional C:.•ner shall automatically be entitled to the benefits a::d rubJecz to the buidens relating to the regular membership in the Association. 9.3 Voting. Each Condominiui Unit in the Project submitted to fractional ownership shall be accord=d one (1) mote in the Association. So long as the employee housing units are, owned by the Association votes accorded to all other Condominium Units shall be weighted in proportion to the voting and assessment percentage set forth in Exhibit "B". It is the intent of this provision that the employee hous'-ng units will have no vote in the affairs of the Association so long as such units are owned by the Association. Should the employee housing units ever cease to be owned by the Association, then all Co,rdo:ainiu:a Units in the Project (including the employee housing units) shall be accorded one (1) vote in the Association weighted ir. proportion to the percentage ownership in the General Ccu:non Elements. if the Association shall transfer any of the ere?lo:•ee rousing units to more than one person, each co -tenant shall be a r.ember of the Association and shall be entitled to cast a oro-aortionate share of the vote allowed to such unit. A Fractional Owner shall be entitled to a portion of the weighted vote assigned to his Unit, such portion to be based upon that Fractional Owner's urdiviced interest in the Condominium Unit. Where title to a Fractional Estate is held by more than one person such c:rners are hereby required to designate one person or agent as the spokesperson for all such owners and that the person so desic.ated shall also be entitled to vote all the interests of that particular Fractional Estate. 9.4 Fractional Owners Apooint:oa::t of Attornev-in-Fact for Services of Process. Each Fractional Owner in the Project hereby irrevocably designates the Association as his agent for the service of process or legal notices for any legal action proceding or hearing pertaining to his Fractional Interest. Any service upon the Association as attorney -in -fact for any or. all Fractional Owners shall be in a manner sufficient to sat°sfv the requirements of personal service in the State of Coloar2o • pursuant to Rule 4 of..the Colorado Rules of Civil Proc=dare. Upon receipt of such process or other notice the Association shall promptly mail true copies of the sit.:e to each Fractional Owner or 0- their designated spokesperson appointed in accordance with Paragraph 8.3 above. 9.5 Board of Managers: The affairs of the association shall be managed by a Board of Managers which ::.ay by resolution delegate any portion of its authority to a Managing Agent of the Association. There shall be not less than three (3) nor more than five (5) members of the Board of Managers, the specific number to be set forth from time to time in the By -Laws. All :--aii-t ers of the Board of Governors shall be Cordorniniurn Owners or Fractional owners elected by Condominium O•,aners. or Fractional Owners except during the period when the Association is controlled by Declarant. Initially, control of the association shall be vested in Declarant. Until control of the association ^as been transferred to Condominiu:a owners and Fractional Owners in accordance herewith, the members of the Board of Managers shall be appointed by Declarant. Control of the Association shall become vested in the Condominium Cwners and Fractional Owners no later than the earlier of four (4) months a`te= seventy-five percent (75%) of the all Fractional Estates in the Project have been conveyed to purchasers thereof_ or five (5) years after the first Fractional Estate is conveyed to a purchaser. After control of the Association becomes vested in the Condc::iniu:a Cwners and Fractional Owners, Declarant shall still be entitled to those votes allocated to any Fractional Interests retained by Declarant. Notwithstanding the foregoing, Declarant shall have the right at any time upon sixty (60) days prior written notice to the then Condominium owners and Fractional Cs:,^.ers of record to turn over control of the Association to the D.4n.ers and Fractional Owners. 9.6 Mandatory Aopoints'.znt of Manaafnc Anent. As soon as practicable the Association shall appoint a Managing Agent. The contract with such Managing Agent shall alloy for either party to terminate said contract, for cause, upon sixty (60) cla;•s notice. In the event the X.anagira. Agent is ter-ainata:.°, a new Managing Agent shall be designate' as ,uickl, as possible by the Association. The contract with the Managing Agent shall specify the Managing Agent's duties to maintain the Project. 9.7 By -Laws and Articles. The purposes and powers of the Association and the rights and obligations with respect to Owners set forth in this Declaration may and shall be amplified by provisions of the Articles and By -Laws of the Association. 9.8 Consent of Mortgagees. Unless the prior written approval of the holders of at least two-thirds (2/3) of the first mortgages affecting Condominium Units in the. Project has first been obtained or in the case of Fractional Estates, unless the prior written approval of the holders of at least two-thirds (2/3) of the first mortgages affecting all Fractional Estates in the Project (based on one vote for each first mortgage owned or held),•the Association shall not: (a) by act or omission, seek to abandon or terminate the Project; r (b) change the pro rata interest or obligations of any • individual Condominium Unit for the purpose of: (i) levying assessments or charges or allocating distributions of hazard insurance proceeds or condemnation 3-wards, or (ii) dater -mina the pro rata share of ownership of each Condc:::iniu:a Unit in the Cozamon Elements; (c) partition or subdivide any Condo:ainiu:,: Unit; o: (d) by act or omission, seek to abandon, partition, subdivide, encumber, sell or transfer the Co:caon Elements. (The • granting of easements for public utilities of other public purposes consistent with the intended use of the Cou-:con Elez_:ents by the Project shall not be deemed a transfer within the z,:eanirg of this clause); (e) use hazard insurance proceeds for losses to any condominium property (whether to Condo;ainiva Units or to Cc:,.aon Elements) for other than the repair, replace::x nt or reconstruction of such condominiu:a property. _In- Rights and obligations of Association 10.1 Association as Attorr.ev-in-Pact for Owners. Title to any Condominium or Fractional Estate is declared and expressly made subject to the terms and conditions hereof, and acceptance by any grantee of a deed from the Declarant or a deed from any Condominium Owner or Fractional Owner shall constitute appointment of the attorney -in -fact herein provided. All of the Condominium Owners and Fractional Owners irrevocably constitute and appoint the Association, in their names, places and steads: (i) for the purposes of dealing with the Project upon its destruction, repair or obsolescence as provided in this Declaration (ii) to manage, control and deal wit`r the interest of such Condominium Owner or Fractional Owner in the General Common Elements so as to perrait the Association to fulfill all of its duties and obligations hereunder and (iii) to grant utility easements through any portion of the General Cc_:ion Elements. As attorney -in -fact, the Association, by its president and secretary, shall have full and complete authorization, right and power to make, execute and deliver any contract, deed or any other instrument with respect to the interest of a Condominium Owner or Fractional owner which is necessary and appropriate to exercise the powers herein granted. 10.2 General Common Elements. The Association shall provide for the care, operation, rnanagen:ent, maintenance, repair and replacement of the General Co::zton Elements, Without limiting the generality of the foregoing, said obligations shall include the keeping of such General Co:r.aor. Elemets in good, clean, attractive and sanitary condition, order and repair; removing snow and any other materials from such General Co:a:.^on Flements which might impair access to the Project or the Condo;ainiums, keeping the Project safe, attractive and desirable; and making necessary or desirable alterations, additions or iup_-ovements to or on the. General Corwnon Elements. 10.3 Labor and Services. The Association taay obtain and pay for the services of a Managing .?gent to manage its affairs, or any part thereof, to the extent it deems advisable, as well as such other personnel as the Association shall determine to he necessary or desirable for the proper operation of the Project, , whether such personnel are furnished or employed directly by the Association or by any person with whoia or which it contracts. The Association may obtain and pay for legal and accounting services necessary or desirable in connection with the operation of the Project or the enforcement of this Declaration. The Association may arrange with others to furnish lighting, heating, water, firewood, trash collection, landscaping :aaintenance, snow removal, mechanical and electric service maintenance, security system maintenance, cleaning services, window washing, sewer service and other convnon services. 10.4 Property of Association. The Association may pay for, acquire and hold real and tangible and intangible personal property and may dispose of the same by sale or otherwise. Subject to.the rules and regulations of the association, each Condorniniurn Owner or Fractional Owner and each Condominium Owner's or Fractional owner's family and guests raay use such property. Upon termination of condoiainiL:a ownership of the Project and dissolution of the Association, if ever, the beneficial interest in any such property shall be deemed to be owned by the then Condominium Owners and Fractional Owners as tenants-in-coimnon in the sage proportion as their respective interest in the General Cormaon Elements. A transfer of a Condominium or Fractional Estate shall transfer to the transferee thereof ownership of the transferor's beneficial interest in such property without any reference thereto. The transfer of title to a Condominium or Fractional Estate under foreclosure shall entitle the purchaser to the beneficial interest in such pro^arty associated with the foreclosed Condmiiniu:a or Fractional Estate. 10.5 Mortgagee Rights. The Association shall grant to each Mortgagee of a Condominium or Fractional Estate the right to examine the books and records of the Association at any -21- reasonable time. Upon request, any Mortgagee shall receive a copy of the financial statements of the Association and shall.be entitled to written notification frc:a the Association of any default in the performance by an individual Condmainium owner or Fractional owner of any obligation under this Declaration, the By -Laws or any other condominium constituent docu=e-nts that is not cured within sixty (60) days. 10.6 Enforcement by Association. The Association may suspend any Condominium owner's or Fractional Owner's voting rights in the Association and/or the right to use the General Common Elements during any period or periods in which such person fails to comply with the Association's rules and regulations, or with any other obligations of such owner under this Declaration. In addition to any other rights or reraedies, the association may also take judicial action against any Condcraini,.=j Owner or Fractional Owner to enforce ccrapl?nce with such rules, regulations or other obligations or to enjoin or obtain damages ` for noncompliance, all to the extent perraitted by la::. In any such action the prevailing party shall be awarded his court costs and reasonable attorney fees. 10.7 Certificate of Identity. the Board of Managers may, from time to time, record a Certificate of Identity with the mailing addresses of the persons then co:::prising the Board of Managers, together with the identity and address of the Managing Agent, if any there be. Such Certificate shall be conclusive evidence thereof in favor of any person relying thereon in good faith regardless of the time elapsed since the date thereof. 10.6 Implied Rights. The Association shall have and may exercise and right or privilege given to it expressly by this Declaration, or reasonably to be i:aplied from the provisions of this Declaration, or given or implied by law, or which may be necessary or desirable to fulfill its duties, eblications, rights or privileges. 10.9 Rules and Regulaticns. The Association shall have • the right to adopt such By -Laws ar•.d' to prcmulgate such reasonable rules and regulations as it deeras necessary or desirable to duties effectuate the intent and to enforce the and obligations set forth in this Declaration, the Articles and By -Laws of the Association. ARTICLE XI Additional Duties of the Association Regarding Fractional Estates 11.1 Coordination of Occurancv. The Association shall coordinate the plans of Fractional (}avers for :roving their personal affects into and out of the Fractional Units with a view toward scheduling such move so that there will be a rainimum of inconvenience to other Fractional Owners. 11.2 Service Requests. The Association shall maintain business -like relations with Fractional Owners whose service requests shall be received, considered, and recorded in a systematic fashion in order to show the action taken. 11.3 Maintenance. The Association shall cause each Lodge Unit to be maintained in a first class spanner ard. e Association shall determine the color sche:ae condition. The , decor and furnishings of -each Condomin'_um Unit as well as the proper time for redecorating and replacement thereof. All additions, substitutions or replacet�ents to Co;.m•.on Furnishings shall be at the expense of the Association. 11.4 Calendar of Use Weeks. The association shall prepare a calendar of Use Weeks which shall at all titans establish the dates of each Use Week at least five (S) years into the future. ARTICLE XII Assessment for Cow -ion Fxpenses 12.1 Obligation to Pay. Fractional Owners shall be obligated to pay the estimated assess:aents impos>d by the Board of Managers to tweet the Coirjaon Expenses. So long as the er.:o'_oyee housing units are owned by the Association no assess -,:ants shall be charged against those units. ;he Board :aay establish any reasonable system for collection periodiclll:• of Co;:j;onExpenses, in advance or arrears as deemed desirable. Initially, assess:.:ents for the estimated Common Expenses on an annual basis shall be • • made by the Board and shall be payable in either equal monthly or quarterly installments. At the end of each fiscal year, the Board shall determine actual expenses and either assess each Owner or credit against the next ensuing assessment period, as the case may be. Assessments made shall be based upon the esti.%tated cash requirements deemed to be such aggregate sum as the Board shall from time to time determine to be paid. The omission or failure of the Board to fix the assessrcents for any assess:ent period shall not be deemed a waiver, modification, or release of the owners from their obligation to pal the same. 12.2 Apportionments. So long as the employee housing units are owned by the Association, the percentage of Corx.kon Expenses to be charged to each Unit shall be in accordance with voting and assessment percentage set forth in Exhibit "B". It is the intent of this provision that no assessments will be charged to the employee housing units so long as such units are owned by the Association. Should the erployee housing units ever cease to be owned by the Association, then all Condcrini•._a Units in the Project (including employee housing units) shall pay assess:�:ents in proportion to such Unit's interest in the General Co:rraor Elements as set forth in Exhibit "B". After the assessiaents to he charged to each Unit have been determined, assess::ents of Fractional Estates shall be rude pro rata according to each Fractional owner's undivided interest in a Condominium Unit. Declarant shall be obligated to pay all assessrcents charged to unsold Fractional Estaes. Declarant may rent unsold Fractional Estate; provided however, that any rents realized shall, to the extent necessary, be utilized to defray maintenance expenses. 12.3 Time for Pavment of ,lssessments. Assessments shall be due and payable within fifteen (15) days after written notice of the amount thereof shall have been mailed to the registered mailing address of the Fractional Ct:ner and Con: o:�iniu:a 0-wners where applicable. Each assessment shall hear interest at the rate of eighteen percent (l81.) per annu.m from the date it becomes due and payable, if not paid within fifteen (15) days after such date, and there shall be a $20.00 late charge for each assessment payment that is delinquent. Failure of the association to give timely notice of any assessment as provided herein shall not affect the liability of the Fractional Owner for such assesswent, but the date when payment shall become due in such case shall be deferred to a date fifteen (15) days after such notice shall have been mailed. The Association may elect to have the annual assessments paid quarterly, monthly, or on such other periodic basis deemed desirable by the Association; and a default in the payment of any one installment of the anr.ual assessment shall additionally give the Association the right to accelerate the remaining amount of annual assessment as irmaediately due and payable. 12.4 Sinking Fund. Assess:aents shall include an adequate reserve or sinking fund for maintenance, repairs and replacements of those Counon Elem.ents and Co —man "Furnishings that must be replaced on a periodic basis and shall be payable as part of the regular assessment rather than by special assessment. 12.5 Special Assessments for Capital _ _ rov>:.:en=s. in hereunder the addition to the annual assessments authorized Association may levy in any assess.tent year a special assess -cent, payable over such a period as the Association ::ay deternine, for the purpose of deferring, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replace:.ent of the Project or any part thereof, or for any other expense or purchase incurred or to be incurred as provided in this Declaration. This section shall not be construed as an independent source of authority for the Association to incur such expenses, but shall be construed to prescribe the manner of assessing for expenses authorized by other provisions of this Declaration. Any amounts assessed pursuant hereto shall be assessed to Fractional Owners and Condo.miniu:3 Owners where applicable in the same manner as regular assess::ents. Notice in writing of the amount of such special assessments and the time for payment thereof shall be given promptly and no pa•::.:mat shall be due less than thirty (30) days after such notict- shalt have been mailed to the registered :nailing ad�ress of the resaective Fractional Owner and Condominium C.m er where applicable. A bear interest the special assessment shall at rate o: eighteen percent (18%) per annurn from the date it becotoes due and payable if not paid within thirty (30) days a?te_ such date_ 12.6 Assessment Lien. All sums assessed but unpaid shall constitute a lien on such Fractional Estate or Condominium Unit superior to all other liens and encuxbrances except: (a) tax and special assessment liens on the Fractional Estate or Condominium Unit in favor of a taxing authority and (b) all sums unpaid on any first priority Mortgage of record. Any first Mortgagee who obtains title to a Fractional Estate or Condominium Unit pursuant to the remedies provided in the mor-tgage or foreclosure of the Mortgage will not be liable :or such unpaid assessments which accrue prior to the accuisition of title to the Fractional Estate or Condominium Unit by said Mortgagee. To evidence the lien as herein peraitted, the Board of Managers may, but shall not be required to, prepare a writen notice setting forth the amount of such unpaid indebtedness, the amount of accrued penalty thereon, the nat:e of the owner and a description of the Fractional Estate or Condorn_riu:a Unit and record the same in the office of the Clerk and Recorder of the County of Pitkin, Colorado. Such lien shall attach from the due date of the assessment. The lien may be enforced by foreclosure upon the ` Fractional Estate or Condorainit- Unit by the Association in the - manner for foreclosing a mortgage on real property upon recording of a notice for claim thereof. In the event of and such - - - foreclosure, -the Fractional Owner or Co.ndorainium C ner shall be liable for the amount of unpaid assesstzents, any >_-nalties - thereon, the costs and expenses of such proceedir.}s, the costs -*.. and expenses for filing the notice of lien, and all reasonable attorneys' fees in connection therewith. The Association shall have the power to bid on a Fractional Estate or Condominium Unit at foreclosure sale and to acquire ar.d hold, lease, mortgage, and convey the _ate.e. 12.7 Personal Obligation. T::a a:.:oust of any assessment chargeable against any Fractional ..state or Cordo:tinium Unit shall be a personal and individual debt of such Fractional Q-.�rer or Condominium Owner. No Fractional Caner or Condominium C«ner tnay become exempt from liability for the assessment by abandonment or waiver of the use o: enjcy.ment of any of the General Comnon Elements. Suit to recover a saonev judgment for unpaid assessments plus interest and expenses, including attorneys' fees, shall be maintainable without foreclosing or waiving the assessment lien provided herein. 12.8 Statement of Status o4 Assess, -Lent Pav^tents. U30.1 payment of a reasonable fee of not less than $10.00 and upon the written request of any Fractional Owner, Condo:ainiu:a Owner, Mortgagee, prospective Mortgagee, or prospective purchaser of a Fractional Estate or Condominium, the Association shall issue a written statement setting forth the ai.ount of the unpaid assessments, if any, with respect to such Condomir.iu:a or Fractional Estate. Unless such request shall be co;zvlied with within ten (10) days after receipt of such request by the Association, all unpaid assess;ents which became due prior to the ` date of making such request shall be subordinate to the lien of a Mortgagee which acquired.its interest subsecuent to recuestinc such statement. If the request is made by a prospective purchaser (who thereafter acquires title to a Fractional Estate or Condominium), both the lien for the unpaid assess:_�nt and the personal obligation of the purchaser (but not the seller) shall be released automatically if the statement is not furnished within the ten (10) day period herein; provided thereafter an additional written request is made by such purchaser and is not complied with within seven (7) days and the purchaser subsequently acquires the Fractional Estate or Condozair.ium. 12.9 Personal Liability of Purchase_ for lssess,,,en=s. Subject to the provisions of Paragraph 12.3 above, a purchaser of a Fractional Estate or Condoainiuea shall be jointly and severally liable with the s-:ller for all unpaid assess:,:eats against the Fractional Estate or Condominium up to the time of conveyance to • such purchaser, without prejudice to purchzser's riche to recover by from the seller the amount paid the purchaser :or nuch assessments. 5� 12.10 Assessment Reserves. Each Fractional Owner, other than Declarant, may be required to deposit and maintain continuously with the Association an amount equal to up to three (3) times the amount of the estimated monthly assessments, such reserve amount to be held without interest accruing to the Fractional Owner, which sum shall be used by the Association or Managing Agent as a reserve for payment on each Fractional Owner's assessment, for purchase of equipment, supplies, furniture, furnishings, and for working capital of the Association; such advance payment shall not relieve a Fractional Owner from making the regular payment of the assessment as the same becomes due, nor shall the Association be required to deduct from such advance payment sums due for assessments by a Fractional Owner prior to instituting any proceedings against the Fractional Owner for delinquent assessments. In the event the Association shall, pursuant to the purposes of this paragraph, • draw from such advance payment applicable to a Fractional Owner, the Fractional Owner expressly agrees, following ten (10) day's prior written notice from the Association, to repay such amounts to the Association in order to properly maintain the reserve account applicable to such Fractional Estate, and such amount to be repaid shall have the same status as an assessment. Upon the sale of a Fractional Estate the seller thereof shall be entitled to a credit from the purchaser for the remaining balance of such reserve account applicable to the such Fractional Estate. ARTICLE XIII Use of Condominium Units 13.1 Use Festrictior.s. Each Condominium Unit shall be used for residential purposes only and none shall be used for any commercial or business purpose. No studio type Condominium Unit (Units 1 through 5 and 7 through 12) shall be occupied by more than two (2) persons. The three bedroom Condominium (Unit 6) shall not be occupied by more than eight (8) persons. No lands or • structures within the Project shall ever be occupied or used in any mai,ner which is contrary to any zoning, subdivision or -28- building restrictions of the City of :,seen, nor contrary to any rule or regulation promulgated by the association. 13.2 Common Elements Restrictions. All use and occupancy of Couunon Elements shall be subject to a%d coverned by rules and regulations of the Association. No Cwner or Fractional Owner, shall obstruct., damage or comiait waste to anv of the Common Elements. No Owner or Fractional Owner shall change, alter or repair or store anything in or on any of the Coix-on Elements without the prior written consent of the Association or its successors or assigns. 13.3 No IiaoerilinG of Insurance. No Caner or Fractional Owner shall do anything or cause anything to be kept in or on the Project which might result in an increase in the _nsu'rance premiums of insurance obtained for the ?roject or which might cause cancellation of such insurance without the prior written consent of the Association and the Declarant or its successors or assigns. 13.4 No Violation of Law. No C.:rer or Fractional Owner shall do anything or keep anything in or on the Project which would be in violation of any statute, rule, ordina:ce, regulation, permit or other validly lu-.posed recalre:zent of any goverrunental body. 13.5 No Noxious, Offensive, Hazardous or nc:•ina Activities. No noxious or offensive activity shall be carried on upon any part of the Project nor shall anything be done or placed on or in any part of the Project %,hick is or iaay beccr:e a nuisance or cause embarrassiaent, disturbance or annovance to others. No activity shall be conducted on anv part of the Project and no improvements shall be made or constructed on any part of the Project which are or might be misafe or hazardous to any person or property. No sound shall be eiaitted on any part of the Project which is unreasonably loud o: a.nnovirc. No odor shall be ornitted on any part of the Project which is noxious or offensive to others. No light shill be eiaittad fro:a any part of the Project which is unreasonably bright or causes _-nreasonablo glare. 13.6 No Unsightliness. No unsightliness shall be permitted on or in any part of the Project. ::it^out '_iaitinc the generality of the foregoing nothing shall be kept or stored cn or in any of the Cotmnon Elements; nothing shall he hung or placed upon any of the Coimaon Elements and nothing shall he placed on or in windows or doors of which would or might create an unsightly appearance. 13.7 Restriction on Signs. No signs or advertising devices of any nature sha1L be erected or :aaintained on any part of the Project without the prior written consent of the Association, provided, however; Declarant, its successors or assigns shall be entitled to erect and maintain signs during the period of the sale of Fractional Estates in the Project. 13.8 Antennas. No radio, television or ot_^_er type of antenna shall, without the written consent of the association, be installed or maintained on the Co:r. ao.^. —Elements or within any area of the Project. 13.9 Restrictions on Ani:ials. No anIzzals of any kind shall be maintained, kept or harbored withir. any Condominiu::i Unit, on or in any of the Coimaon Ele:;.ents or wit^_n any area of the Project. 13.10 Repairs or Alterations. No strLctu_al alterations within any Condominium Unit or with respect to any Co:n:on Elements shall be made and no electrical, plumbing c= similar work within any Condominium Unit shall be done without the prior written consent of the Association. 13.11 No Excessive Use of Utilities. No Fractional owner or other occupant shall make excessive use of or waste utilities, including gas, electricity and water, which are paid for out of the general budget and covered by regular assess:ae.^.ts. Water shall not be left running for any ur.reasenable or unnecessary period of time. 13.12 No ImDairf:ent of Structural Inte^ _t%_. ?nothing shall be done, without. the written con.sent of the Assnciation in or to, any Condominium Unit or the Co:r_aon or Li:aited Eleiaent_., or • any portion thereof, which :night i:pair the structural integrity of any building in the Project or which would structurally change the building. 13.13 Miscellaneous Restrictions. All Cwners or Fractional Owners shall close all windows when necessary, to avoid possible damage from storm, rain or freezing. No Owner or Fractional Owner shall sweep or throw or penait to be swept or thrown from a Condominium Unit or the doors or windows or decks thereof any dirt, garbage or other substances. all garbage and refuse shall be deposited with care only in garbage containers for such purpose. Owners or Fractional Owners shall not be allowed to put their names on any entry or door to a Condo.ainiu:a Unit. 13.14 Responsibility of Owners and Fractional Cwre_s. Whenever this Declaration or any rule or regulation of the Association prohibits any action of, or assigns responsibility to, any Owner or Fractional Owner or and: provision of this Declaration or rule or regulation is violated by a tenant, licensee or guest of any 0dner or Fractional C-wner, such O:.•ne= or Fractional owner shall be responsible for any su= violation to the same extent as if such Owner or Fractional Owner had committed the same except to the extent that such liability is prohibited by law. ARTICLE XIV Mortgaging a Condominium Unit 14.1 Priority of Mortcagee. Ary Owner or Fractional Owner shall have the right from tine to time to mortgage or encumber his interest by deed of trust, v.ortgage or other security instrument. A first Mortgage shall be one which has first and paramount priority under applicable laws. An Owner or Fractional Owner may create junior mortgages on the following conditions: (i) that any such junior taortgagas shall always be subordinate to all of the ter:.s, conditions, covenants, restrictions, uses, limitations, obligations, lien For Cmuaon Expenses and other obligations created by this Declaration, the Articles and By -Laws; and (ii) that the Mortgagee under any l I . • junior mortgage shall release, for the purpose of restoration of any improvements upon the mortgaged premises, all of his right, title and interest in and to the proceeds under all insurance policies upon said premises which insurance policies were placed upon the mortgaged premises by the Association. Such release shall be furnished forthwith by a junior Mortgagee upon written request of the Association, and if not furnished, :aay be executed by the Association as an attorney -in -fact For such junior Mortgagee. ARTICLE KV Insurance 15.1 Fire Insurance. The Association shay_ keep the Project including all COG17on Ele:e.ents and Co:miion Furnishings insured against loss or damage by fire, with extended coverage (including insurance against loss or da::age by vandalism or malicious mischief) in an ataount not less than 90% of the raaximura replacement value thereof, without deduction for depreciation.. Such insurance will extend to fixtures, installations or additions comprising a part of th> building within --he unfinished interior surfaces of the perimeter walls, floors and ceilings of .the Condominium Units initially installed or reDlace:cents thereof including, but not limited to, inside walls, kitchen cabinets, dishwasher, range, refrigerator, ovenhocds, aarhage disposal-, rugs, blinds and bathroom tile, tubs, showers, toilets and bathroom cabinets. 15.2 Liability Insurance. The association shall provide and keep in force, general public liability insurance against claims for bodily injury or death or property daizage occurring upon or in the Project, in limits of rot less than $500,000.00 per occurrence and not less than $1,000,000.00 aggregate for bodily injury or death to persons, and in limits of rot less than $25,000.00 for damage to property and if higher limits shall at any time be customary to protect against possible tort liability, such higher limits shall be carried. -32- • 15.3 Other Insurance. The Association may carry insurance in such amounts as the Association way consider necessary or advisable against such other insurable hazares as may from time to time be couwnonly insured against in the case of similar property in similar locations elsewhere. 15.4 Named Insured. All insurance recuired to be carried under this Paragraph 11 shall be carried in favor of the Association as attorney -in -fact for all Cwners and Fractional owners and in favor of all holders of first priority Mortgages (hereafter sometimes "first lienor"), as named and identified in the records maintained by the Association pursuant to this Declaration and the By -Laws of the Association, and as their respective interests may appear. Each policy, of insurance shall. contain a standard mortgagee clause in favor of each first lienor which shall provide that the loss, if any, thereunder shall be payable to such first lienor, as its interest may appear, subject, however, to the loss payment provisions in favor of the Association hereinafter set forth. All policies of insurance against damage to any building and fixtures shall provide that losses shall be payable to and adjusted with the Association, as attorney -in -fact for all Owners and Fractional C—waers. The Association shall hold and apply the proceeds of such insurance as set forth in this Declaration. Each insurance policy shall provide that no cancellation thereof may be mzide by the insurance carrier without having first given thirty (30) days prior written notice thereof to the Association and to all first lienors as named and identified in the records maintained by the Association pursuant to this Declaration and the By -Laws of the Association. 15.5 Certificate of Reolaceuent Value. The oaxi.,au:a replacement value of the building (which shall indicate the maximum replacement value of each Condominium Unit contained therein), without deduction for depreciation, shall he eeter:ained by the Association prior to obtain'_ng any policy of fire insurance by reference, to one or ware laritten appraisals :aaca by competent, disinterested appraisers. Copies of such appraisals shrill be maintained in the files of the Association. 41- ARTICLZ XVI Damage or Destruct -;en 16.1 Insurance Proceeds. Except as is otherwise herein provided, the proceeds of any insurance collected shall be available to the Association for the purposes of repair, restoration or replacement. Assess:aents for CoL:::.on Expenses shall not be abated during the period of insurance adjustment and repair and reconstruction. Repair and reconstruction of the irnproveraent (s) as used in the succeeding paragraphs means restoring the improvement(s) to substantially the same condition in which it existed prior to the damage, with each Condominium and the General Common Elements and Litai ted Co:::aon Elements having substantially the same vertical and horizontal boundaries as before. 16.2 Damage, Sufficient T-nsuraICe ?rcceees. In the event of damage or destruction to the Project, the insurance proceeds, if sufficient to reconstruct the improve:_�-nt(s), shall be applied by the Association, as attorney -in -fact, to such reconstruction, and the improvement(s) shall be prc::.ptly repaired and reconstructed. The Association shall have full authority, right and power, as attorney -in -fact, to cause the repair and restoration of the improveraents (s) . 16.3 Damage, Insuffici.en.t Insurance ?roceeds. If the insurance proceeds are insufficient.to repair and reconstruct said improvement(s), such damage or destruction shall be promptly repaired and reconstructed by the Association, as attorney -in -fact, using the proceeds of insurance and the proceeds of a special assessment to be rude against all of the Fractional Owners and Owners. Such deficiency assessment shall be a Cornrnon Expense and made pro rats according to each Owner's or Fractional Owner's percentage interest in the General Cowiaon Eletcents and shall be due and payable thirty (30) days after written notice thereof. The Association shall have full authority, right and power, as attor^ev-in-fay , to cause the repair or restoration of the iiaprove:rents using all of the insurance proceeds and such special assess:.:ent. The special -34- assessment provided for herein shall be a debt of each owner or Fractional Owner and a lien on his Concorzinium or Fractional Estate as the case may be and may be enforced and collected as is provided hereinabove. In addition thereto, the Association, a> attorney -in -fact, shall have the absolute right and power to sell the Fractional Estate of any Fractional Owner or Condoiainiuca Owner refusing or failing to pay such deficiency assessment within the tirae provided, and if not so paid, the Association shall cause to be recorded a notice that the Condo:iiniura or Fractional Estate of the delinquent Owner shall be sold by the Association, as attorney -in -fact. The proceeds derived frora the sale of such Condominium or Fractional Estate shall be used and disbursed by the Association, as attorney -in -fact, in the following order: (a) first, to the payment of the balance of the lien against said Condominium or Fractional Estate of any first Mortgage; (b) second, to the pav:,:ent'o` taxes and special / as..-sssrnent liens against said Condominium or Fractional Estai:e in favor of any assessing entity; (c) third, to the pay :..ant of unpaid assessments; (d) fourth, to the pa,:::ent of junior Mortgages and encumbrances in the order of and to the extent of = their priority; and (e) fifth, the balance rercaining, if any, - shall be paid to the Owner or Fractional Goner. - ARTICLE XVT-I Obsolesence �.w_••,.. 17.1 Renewal of Project. The Owners and Fractional "�'=:<r'.= ; •'- Owners representing an aggregate ownership interest of 85% or raore, of the General Corelaon Elements raay agree that the Condominiums are obsolete and adopt a plat: for the renewal and reconstruction of the Project, which plan shall also have the - unanimous approval of all Mortgagees of record at the tir,:e of the - adoption of such plan unless each such Mortgagee shall, as a part of such plan, be guaranteed full repa%a_nt of the balance of it, lien. If a plan for the renewal or reconstruction is adopted, notice of such plan shall be recorded, and the expenses thereof ~ v'45 shall be payable by all of the Owners �.:d Fraction. , Owne: T't provided, however, that an Owner or Fractional Owner not a party to such a plan for renewal or reconstruction i:ay ci•:e written notice to the Association within fifteen (15) days of-cer the adoption of such plan that his Condominium or Fractional Estate be purchased by the Association for the fair ►rarket •value thereof. The Association shall then have fifteen (15) days within which to cancel such plan. If such plan is not cancelled, then said Condominium or Fractional Estate shall be =urchased by the Association. If such Owner or Fractional Owner and =:te Association can agree on the fair market value thereof, then such sale shall be consummated within thirty (30) days thereafter, If the parties are unable to agree, the date when either party notified the other that he is unable to agree with the other shall be the "coavnencernent date" from which all : erirc.s of t::ae mentioned in this Paragraph shall be measured. within ten (1C) days following the cormnencernent date, each party s`•.a=l nominate in writing (and give notice of such ncr^ination to the other party) an independent appraiser, If either party fails to ma e such a nomination, the appraiser nor:pirated. shall wi_in five (5) days after default by the other party shall ap^o_ct and associate with hira another independent appraiser. If the two (2) appraisers designated by the parties, or selected pursuan`_ then=ro ir. the event of the default of one (1) party, are unable tp_grae,. they shall appoint another independent appraiser to be u-p'_:e between theta, if they can agree on such person. If they are _nable to agree upon such umpire, then each appraiser previously appointed shall nominate two (2) independent appraisers and frc:a the names of the four (4) persons so nominated, one (1) shall be drawn b1• lot by any judge of any court of record in Colorado and the appraiser whose narne is so drawn shall be such u:api_e. The nominations from which the umpire is to be drawn by lot shall be submitted within ten (10) days of the failure of the two (2) appraisers to agree, which, in any event, shall not `•e )ate: than twenty (20) days following the appointiaer.t of t^e s>_c:,nd • appraiser. The decisiop of the appraisers as the fair utarket e. . value, or in the case of their disagree;.lent, t a. decision of the uiapire, shall be final and binding. The expenses and fees !7 • of such appraisers shall be borne equally by the association and the owner of the affected Condominium or Fractional Estate as the case may be. The sale shall be corsuuiaated within fifteen (15) days thereafter, and the Association, as attorney -in -fact, shall disburse such proceeds as is provided in Paragraph 16.3 above. 17.2 Sale of Project. The Owners and Fractional Owners representing an aggregate ownership interest of 85% or taore, of the General Comnon Elements may agree that the Project is obsolete and that the same should be sold. Such plan must have the unanimous written approval of every Mortgagee (unless each such Mortgagee shall, as a part of such ?Ian, be guaranteed full repayment of the balance of his lien). In such instance, the Association shall forthwith record a notice netting forth such fact or facts, and upon the recording of such Notice by the Association's president and secretary, the entire Project shall be sold by the Association, as attorney -in -fact For all of the owners, free and clear of the provisions contained in this Declaration, the t•tap, the Articles and the By -Laws. The sales proceeds shall be apportioned between the Owners and Fractional owners on the basis of each C+ner's and Fractional C ;ier's percentage interest in the General Co:;laon elements, and such apportioned proceeds shall be paid into separate accounts, each such account representing one Condorainiu:a or Fractional Estate as the case may be. Each such account shall be in the name of the Association, and shall be further identified by the Condominium or Fractional Estate designation, and the name of the Cwner or Fractional Owner. From each separate account the association, as attorney -in -fact, shall use and disburse the total amount (of each) of such accounts, without contribution from one account to another, for the same purposes and in the sa!ee or;2er as is . provided in Paragraph 16.3 above. ARTICLE \VIII Condemnation 16.1 Consacnuences of Co^z!etmation. If at anv time or times during the continuance of Condominiu:a ownership pursuant to this Declaration, all or any part of the Project shall he taken or condemned by any public authority or sold or otherwise disposed of in lieu of or in advance thereof, the provisions.of this Paragraph 18 shall apply. 18.2 Proceeds.. All compensation, damages, or other proceeds therefrom, the sum of which is hereinafter called the "Condemnation Award", shall be payable to the Association. 18.3 Complete Taking. In the event that the entire Project is taken or condemned, or sold or otherwise disposed of in lieu thereof, Condominium ownership pursuant to this Declaration shall terminate. The Condemnation Award shall be apportioned among the Owners and Fractional Owners in proportion to their respective undivided interests in the General Co:::c;on Elements, provided that if a standard different from the value of the Project as a whole is employed to measure the Conda:anation Award in the negotiation, judicial decree, or otherwise, then, in determining such share the same standard shall be employed to the • extent it is relevant and applicable. On the basis of the principle set forth.in.this paragraph, the Association shall as soon as practicable determine the share of the Conde;nr.ation Award to which each Owner and Fractional Owner is entitled. Stich shares shall be paid into separate accounts and disbursed as soon as practicable in the same manner provided in Paragraph 16.3 of this Declaration. 18.4 Partial Taking. In the event that less than the entire Project is taken, condemned or sold or otherwise disposed of in lieu of or in avoidance thereof, the condominit:w ownership hereunder shall not terminate, each Owner or Fractional O:,rner shall be entitled to a share of the Condemnation Award in the manner set forth herein. As noon as practicable the Association shall, reasonably and in good faith, allocate the Conde!. -.nation Award between compensation, damages or other proceeds, and shall apportion the amounts so allocated to the taking of or injury to the General Coca -ion Elements among the owners and Fractional • owners in proportion to their respective undivided ir:torests in the General Couunon Elements. The total a:rour.t allocated to severance damages shall be apportioned to those Condorainiums or Fractional Estates which were not tat.en or conde-:e-d. The respective amounts allocated to the taking of or injury to a particular Condominium or Fractional :states shall be apportioned to the particular Condominium or Fractional Estate involved. The . amount allocated to consequential damages and any other takings or injuries shall be apportioned as the association detertaines to be equitable under the circumstances. If an allocation of the Condemnation Award is already established in negotiation, judicial decree or otherwise, then in allocating the Condemnation Award the Association shall etaploy such allocation to the extent it is relevant and applicable. Distribution of apportioned proceeds shall be made by checks payable jointly to the respective Owners or Fractional Cwners and their respective Mortgagees. 18.5 Reorganization. In the event a partial taking results in the taking of a complete Con doiai^iu:a, the owners or Fractional Owners thereof shall automatically ceasa to be members of the Association, and such G14ner's or Fractional Owner's interest in the General Comiion Elec er.ts shay_=^e=e_oon terminate, and the Association, as attorney--:n-=act for such Owners or Fractional Owners, may take whatever action is necessary and execute such documents as are necassary to reflect such termination. Thereafter the association s`la_l reallocate the ownership, voting rights and assess:.ent ratios deter:ained in accordance with this Declaration at its inception and shall submit such reallocation to the Owners or Fractional Owners of remaining Condominiums for amendment of this Declaration. ARTICLE NIX Amendment or Revocation of Declaration 19.1 Amendment or Revocation. Any a.__nd;,ent which significantly alters the Declaration shall first he approved by the City in the manner provided in the Ti:.:esiare Orcinince.. Prior to the time Declarant relinquishes control of the herein, "ecl2rant :rave. the and except as otherwise provided shall absolute right without limitation to a..end or sup plerent this -39- Declaration or any of the provisions herein in any :r.anner which would not adversely affect marketability of title to a Condominium Unit or Fractional Estate or the percentages of interest of the respective Condowiniu:a Units or Fractional Estates in the General Cowillon Elements. Subsequent to the time Declarant relinquishes control of the association, this Declaration may be amended or any of the provisions herein revoked if the Owners and Fractional Owners representing an aggregate voting interest of at least two-thirds (2/3) of the General Coimnon Elements and all of the holders of at least two-thirds (2/3) of the first priority Mortgages appearing in the Records of the Pitkin County Clerk, and Recorder (based on one vote for each first mortgagee owned or held) covering or affecting any or all of the Condominium Units or Fractional Estates as the case may be consent and agree to such revocation or amendment by instruments duly recorded. The consents of any junior Mortgages shall not be required under the provisions of this Paragraph. Where an amendment does not involve a material change such as the correction of a technical error resolution of conflicting provisions or the clarification of any statement in the Declaration and whether or not Declarant still- retains control of the Association such amend-ent may be made in the sole discretion of Declarant without necessity of notice to or approval from any Owner, Fractional Cwner or the holder of any Mortgage. ARTICLE XX Miscellaneous 20.1 Period of Condominium o:wnershio. The separate estates created by this Declaration and the Asap shall continue until this Declaration shall be revoked or until its, provisions shall terminate as provided herein. 20.2 Comoliince with Provisions of Daclarat:ion and Articles of incorporation and Ry-i.a.:s of the Association. Each owner and Fractional Owner shall co!aply with the provisions of • of Incorporation. ani Sy -Lars of this Declaration, thy; Articles the Association, and the decisions and resolutions of tht- An_ Association adopted pursuant thereto as the sa:� vay be lawfully amended from time to time. Failure to co:epl,: with a^.r of the same shall be grounds for an action to recover suns due, damages or injunctive relief or both, costs and expenses of such proceeding and all reasonable attorney's fees. Such action shall be y maintainable by the Association on behalf of the awners and Fractional Owners. 20.3 Recistration of Mailinq l:ddress. Each Owner or Fractional Owner shall register his nailing address with the Association and all notices, requests or demands intended to be served upon any Owner or Fractional O%.-ner except for budget statements, notices of meetings and other routine notices, shall be sent by either registered or certified ::ail, postage prepaid, addressed in the nacre of the Owner or Fractional C per at such registered mailing address. Unless otherwise provided herein, budget statements, notices of reetings and ether routine mail may be sent by regular mail, postage prepaid, addressed in the narce of the Owner or Fractional Owner at such registered ::ailing address. All notices, requests, or dewards intended to he served upon the Association shall be given by registered or certified mail, postage prepaid, to the address of the Association as designated in the Articles of Incorporation or By -Lays of the Association. All notices, requests, or demands to be served on Diortgagees pursuant hereto shall be sent by either registered or certified mail, postage prepaid, addressed in tie nar,ae of the Mortgagee or at such address as the Mortgacee may have furnished to the Association in writing. Unless the Mortgagee furnished the Association with such address, the Mortgagee shall be entitled to receive none of the notices provided for in this Declaration. Any notice referred to in this Paragraph shall be deered given when deposited in the United States mail in the fo =a provided for in this Section. 20.4 Transfer of Peclarant's Ricits. any rights, privileges or inte:rest.s reserved hereby to the Declarant may be transferred or assigned by the Declarant or by the Dec!arant's successors or assigns. / �.q.J;.:.. tsar •- . _ •_ • 20.5 Beverability. If any of the provisions of this Declaration or any paragraph, sentence, clause, phrase, or word, or the application thereof shall in any circumstances, be invalidated, such invalidity shall not affect the validity of the remainder of the Declaration_ "- 20.6 Protection of Mortgagee. No violation or breach of, or failure to comply with, any provisions of this Declaration and no action to enforce any such provision shall affect, defeat, render invalid or impair the lien of any Mortgagee taken in good faith and for value and perfected by recording in the office of the County Clerk and Recorder of Pit'rin County, Colorado, prior to the time of such violation, breach or failure to comply; nor shall such violation, breach or failure to cozaply, defeat, render -invalid or impair the. title acquired by any purchaser upon foreclosure of any such Mortgage, or result in any liability-, personal or otherwise, to any such holder or purchaser. Any such purchaser shall, however, take subject to this Declaration exco t only that violations or breaches of, or failures to cor.:oly with any provisions of this Declaration which occurred prior to the vesting of title in such purchaser shall not be deerced breaces or violations hereof or failures to comply here::ith with respect to such purchaser, his heirs, personal representatives, successors or assigns. 20.7 Limited Liability. Neither Declarant, the Association, the Board of Directors of the Association, nor arty member, agent or employee of any of the saute shall be liable to any party for any action or for any failure to act with respect to any matter if the action taken or failure to act was in good faith and without malice. The Association shall indei.mi_fy Declarant, its successors and assigns, each member of the Board of Directors of the Association and any employee or agent of Declarant or the Association against any loss or threat of loss as a result of any claim or legal proceeding relating to the performance or non-performance of any act concerning the activities of the Association; provided, however, that .4ith respect to the subject matter of the claim or legal proceeding -42- • the party against whom the clai:a is reade or legal proceeding is directed was not guilty of _`rand, gross negligence or had faith in such perforwance or non-performarce. The irde:anification herein authorized shall include payment of reasonable attorneys-t- fees or other expenses incurred in settling any c'_aiia or threatened action or incurred in any finally adjudicated legal proceeding. This indemnification shall inure to the benefit of the Declarant, the Association, the rae.&ers of the Board of. Directors, the employees and agents of Declarant and the Association, and their respective heirs, executors, administrators, successors and assigns. 20.8 Non -waiver. The failure of Declarant, the Hoard of Directors or the Managing Agent to insist in any one or more instances, upon the strict perfornarce of any of he terms, covenants, conditions, or restrictions of this Declaration, or to exercise any right or option herein contained, or to serve any notice or to institute any action shall not he construed as a waiver or a relinquishiaent for the future, of such terms, covenants, conditions of restrictions; but- such ter.as, covenants, conditions or restrictions; shall reutain in full force and effect. The receipt by the Declarant, the Board of Directors or the Managing Agent of payment of any assessment frc�.i an Owner or Fractional Owner as the case may be, with know'_edget of the breach of any covenant hereof shall not be dee:.ed a waive: of such breach, and no waiver by the Declarant the Board of Directors or the Managing Agent of any provision hereof shall be deemed to have been made unless expressed in writing and signed by the Declarant, the Board of Directors or Xanaging `,cent. 20.9 Statute. The provisions of this --eclaration shall be in addition and supplemental to the act and to all other provisions of laws at this time duly enacted and in force and effect. 20.10 Number and Gender. INene er used herein, unless the context shall otherwise provide, the singular nuber shall include the plural, the plural and the singular, and the use of any gender shall include all genders. 20.11 Sales Activities of Declarant. Notwithstanding any provision to the contrary contained herein, Declarant, its agents, employees and contractors shall be permitted to maintain, during the period of sale of Fractional Estates in the Project,— such portions of the Project as the Declarant may reasonably require in connection with the sale of such Fractional Estates including without limitation, a business or sales office, signs, taodel Units and temporary parking facilities. In addition, Declarant, its agents, employees and contractors shall have the right to ingress and egress over the General Co;i.;, n Ele:aents as in Declarant's discretion may be reasonably necessary to sell Fractional Estates in the Project. 20.12 Section Headings. The section headings are for convenience of reference only, and are not intended to limit, enlarge, change, or otherwise affect the content, mean,-ng, or intent of this Declaration or any section or provision hereof. 20.13 Duration of Declaration. I` any provision in this Declaration which is subject to the laws or rules so:retir:es referred to as the rule. -against perpetuities or the rule prohibiting unreasonable restraints or alienation such provision shall continue and remain in full force and effect for the period of twenty-one (21) years following the death of the survivicr of the present shareholder of Declarant or until this Declaration is terminated as hereinafter provided, whichever first occurs, all other provisions contained in this Declaration shall continue and remain in full force and effect until the condorainiu;a ownership of the Project and this Declaration is terminated or revoked as herein provided. 20.14 Disclosure Statement. Reference is rcade to Section 20-24(F)(7) of the Timeshare Ordinance recui:i:g that the Disclosure Statement be attached to the Declaration as an exhibit. Said Disclosure StaLement is attached to this Declaration as Exhibit "D". THIS DECLARATION is executed on the day of 1983. • SIGNATURE PAGE TO FRACTIONAL ESTATE CONLC."INIC.-1 DECL:-RA-.:GN FOR SHADOW MOUNTAIN LODGE AT ASPEN SF.ADOW MOGNTA---.: EQUITIES, INC., a Colorado corporation=" BY: Preside: t ATTEST: Secretary STATE OF ) ss COUNTY OF ) The foregoing Condoruniu:a Declaration was acknowledged before me this day of , 1933, by as President of SHADOW MOUNTAIN EQ;ITTES, INC., a Co lorado corporation. WITNESS ray hand and official seal. my co.,maission expires: My address is-: Notary rubii-- STATE OF ) ss COUNTY OF ) The foregoing Condominium Declaration ::as acknowledged before me this day o`_ , 1933, by as Secretary of SHADOWli�'e � =A1.. ECUI l IES, INC., a Colorado corporation. WITNESS my hand and official seal. My corvnission expires: My address is: Notary Public - A;_ APPROVAL OF "'ORTGAGF.E WHEREAS, the undersigned having an office at (hereinafter called "Mortgagee") is the holder of a Promissory Note (hereinafter called the "Note") dated in the principal sura of Y (G ) made by whic'a tote is secured by the following documents among others, creating liens or security interests upon part or all of the Project as follows: (a) Deed of Trust dated and recorded _ in Book at Page (b) Assignment of Rents and Leases dated and recorded in Book at Page (c) Financing Statements filed and/or recorded in accordance with provisions of the Uniform Coin:eercial Code of Colorado. (d) (other) WHEREAS, all the documents described in the foregoing Paragraphs (a) through (d) are hereinafter sometimes collectivel: referred to as the "Security Docut;er.ts" and, WHEREAS, Shadow Mountain Equities, Inc., intends to record in the Office of the Clerk and Recorder of Pitkin County, Colorado that certain Fractional Estate Conaotainie-a Declaration for Shadow Mountain Lodge at Aspen, articles of Incorporation for Shadow b:ountain Lodge at Aspen Fractional Owners Association and By -Laws for said association (all collectively herein re=erred to as the "Condominium Documents") and, WHEREAS, Mortgagee desires to permit said Cordomin:u:a Documents to be recorded, the conversion of the subject property to a condominium form of ownership and to per:ait condc.,izc:iu.a units or fractional interests therein to be sold pursuant thereto. - .6- ik- • NOW THEREFORE, Mortgagee for itself, successors and assigns for good and valuable considerations, the receipt and sufficiency is hereby acknowledged and confessed and intending to be legally bound, hereby consents to the recording of the Condominium Documents in accordance with the following terms aricT conditions: 1. Mortgagee hereby agrees that any foreclosure upon the Deed of Trust shall not in any -way extinguish, terminate or raodify the Condominium Documents and the title acquired by the purchaser at any such foreclosure sale (or by deed in lieu of foreclosure) shall. be under and subject to the to r:--s of the Condominium Documents. 2. Mortgagee agrees that the liens and security interests created by the Security Documents shall henceforth be separate and shall secure the interest of the grantor or debtor on each of the individual Condorainiu_n Units or Fractional Estates (as defined in the Condominium Docux,ents) so that upon the recordation of duly executed partial releases lr= the lien of the Deed of Trust or terrainations of the secur:tv Interests created by the Security Documents or both with respect to the particular Condominium Units or Fractional Estates therein described, such Units or Fractional :states including the proportionate undivided interests in the Cox --:,on Ele:aents (as defined in the Condominium Docu ents) shall thereafter be owned, free and clear of such liens and security interests_ Nothing herein provided shall be construed to obligate Mortgagee to give any partial releases. 3. Until the entire property is released from the lien of the Deed of Trust, all of the terms and conditions thereof shall continue to apply to the property, is and to the extent such terms and conditions are consistent :.ith the Condominium Documents. 4. By joining herein for the purposes aforesaid, Mortgagee does not undertake or assuu-.a an:: of the obligations or responsibilities set forth in the Condominium Documents unless -47- and until said Mortgagee becow.es an owner of one or more: units or Fractional Estates and then only to the extent of such interest. IN WITNESS WHEREOF the undersigned has signed and sealed the foregoing Approval of mortgagee this day of , 1983. STATE.OF ) ss COUNTY OF ) The foregoing Approval of Mortgagee was acknowledged before cne this day of 1983, by , as (vice)President of WITNESS my hand and official seal. My coccunission expires: My address is: • 17J Notary Public -49- (attached to and foris_rc a part of the Fractional Estate Condouiniuia Declaration for Shadow Mountai. Lodge At Lots K, L, M and N Block 53 City and Townsite of Asper. County of Pitkin, State of Colorado_ SUBJECT TO AND EXCEPTING: ri • rl EXHIBIT "B" (attached to and for:ai:5 a part of the Fractional Estate Cordo:ainiu:2 Declaration for Shadow Mountain I_oc'c_ At Aspen) UNIT NO. 1 2 3 4 5 6 7 8 9 10 11 12 13 (employee housing Unit) 14 (employee housing Unit) PERCENTAGE OWNERSHIP IN CO:•'_40:: ELEMENTS 6.7115 6.7115 6.7115 6.7115 6.7115 12.7505 6.7115 6.7115 6.7115 6.7115 6.7115 6.7115 6.7115 6.7115 VOTING AND ASS Z SS.!Z-':T' 7.752 7.752 7.752 7.752 7.752 14.723 7.752 7.752 7.752 7.752 7.752 7.732 *Voting and Assessment Percentage. So long as the en-iployee hcuSi^, Units are owned by the Association such liaits will not day assess::�.nts nor vote in the affairs of the Association. Should the i:ssociatio- ever cease to be the owner of the employee housing Units, tier. �11 Units in the Project including the e:.:alcyee housing [snits shall` ay assessments and vote in the affairs of the Association based on the proportionate ownership of each Unit in the C u.ron Ele;.:ents. n EXHIBIT "C" (attached to and forming a part of t^e Fractional Estate Condomir.iu:a Ceclaraticn for Shadow :fountain Lodge At Aspen) *USE WEEK USE ==K 1 27 2 28 3 29 4 30 5 31 6 32 7 33 8 34 9 35 10 36 11 37 12 38 13 39 14 40 15 41 16 42 17 43 18 44 19 45 20 46 21 47 22 4S 23 49 24 50 25 51 26 52 Use Week weans a period of exclusive possession and occupancy of a Condominium Unit reserved to a Fractional C.- er consisting of a seven (7) clay period of ownership; provided•he4ever, the right of possession and occupancy shall not cotmiance until 4:00 p.m. Rocky Mountain Time on the first day of the Use :reek and shall end at 10:00 a.m. Rocky Mountain Time on the last day of such week. Use Week No. 47 (always includes Thanksgiving) and begins on the Saturday before Thanksgiving. Use :deek No. 48 is the seven (7) days itmnediately following. Additional -weeks are co:aputed by either going forward or backward from Use c;ee< No. 47. Use creek No. 1 contains the seven (7) days succeeding the end of Use Week No. 52 without regard to the month or year. Use Week No. 46 contains any excess days not otherwise assigned. • EXHIBIT "D" (attached to and fortaing a past of the Fractional Estate Condorniniu:a Declaration for Shadow Mountain Lodge At :,spec.) D17SCLOSURE S-LA=-! ST .� t e; •- �r • fL3 �lk( Yxi ti DY-'PAUTMENT OF STATE CERTIF21QU 9 9, NATALIE MEYER , Ye&e4Mj e/ Ylale o/ ll e glalel o/ wok4a,fk body ce,�kliiAge f �i,�ieclrrc r'les 'c 2 Me c lcayace a/ IU colilccale " been 1ll4-lled in cclil f?, li li ce Ml i/laWl and ale liamnal lc cdnloim to late. eco4di,ql?l, Mee and6.1 Vned fm 111 ll.e alfll c2ll�( weded Un me 4j k"12, Ao,, 7 4,jllej, A i_ERTIFIi=ATE i iF IN 0F.,P0F,ATIi!N TO E•HAI.n_iW MOUNTAIN ECIL ITIE INC. DATED: A LI131 J—ST 19. . ].'=a:=: 0 !o ter- rV -o c� = C-51 � N w m n cox --v o z cz �� CDco' m cra W t2 f SECRETARY OF STATE m • RW 12 ARTICLES OF INCORPORATION OF SHADOW MOUNTAIN EQUITIES, INC. ARTICLE I The name of the corporation is Shadow Mountain Equities, Inc. ARTICLE II This corporation is organized under the laws of the State of Colorado. perpetual. ARTICLE III The period of duration of the corporation shall be ARTICLE IV The nature of the business of the corporation, the purposes for which it is organized and its powers are as follows: 1. To engage in the transaction of all lawful business • or pursue any other lawful purpose or purposes for which a corporation may be organized under the laws of the State of Colorado. 2. To have, enjoy and exercise all of the rights, powers and privileges conferred upon corporations organized under the laws of the State of Colorado, whether now or hereafter in effect, and whether or not herein specifically mentioned. The foregoing enumeration of purposes and powers shall not limit or restrict in any manner the exercise of other and further rights and powers which may now or hereafter be allowed or permitted by law. TDTT(fT V X7 1. The total number of shares which the corporation shall have authority to issue is 50,000 shares, which shall consist of one class only, designated "common stock". Each of such shares shall have no par value. 2. The corporation shall have the right to impose restrictions on the transfer of all, or any part of, its shares • and may become party to agreements entered into by any of its shareholders restricting transfer or encumbrance of any of its C • shares, or subjecting any of its shares to repurchase or resale obligations. ARTICLE VI Shareholders shall have preernptive rights to acquire additional or treasury shares of the corporation or securities convertible into shares or carrying stock purchase warrants or privileges, or stock rights or options in accordance with their -" proportionate stock ownership interests in the corporation. The limitations on preemptive rights as provided by the Colorado Corporation Code, as amended, shall apply to the preemptive rights granted by this Article. ARTICLE VII 1. The business and affairs of the corporation shall be managed by a board of directors which shall be elected at the annual meeting of the shareholders, or at a special meeting called for that purpose. 2. The initial board of directors shall consist of one member. The number of directors of this corporation shall be not less than three, provided, however, in the event there are fewer than three shareholders, the number of directors shall not be less than the number of shareholders. Director Address Raymond Harn 1840 South Walnut Freeport, IL 61032 3. The number of directors may be increased or decreased from time to tirae in the manner provided in the bylaws of the corporation, but no decrease shall have the effect of shortening the term of any incumbent director. AR^lICLE VIII Cumulative voting shall not be permitted in the election of directors. ARTICLE IX The initial registered office of the corporation shall be Garfield & Hecht, P.C., 601 East Hyman Avenue, Aspen, Colorado 81611 and the initial registered agent at such address shall be Garfield & Hecht, P.C. ARTICLE X No contract or other transaction bet%,een the • corporation and one or more of its directors or ar_y other corporation, firm, association, or entity in v,hich ore oz- raoro of 4 its directors are directors or officers or are financially interested shall be either void or voidable solely because of • such relationship or interest or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction or solely because their votes are counted for such purpose if (a) the fact of such relationship or interest. is disclosed or known to the board of directors or coriuttittee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or (b) the fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (c) the contract or transaction is fair and reasonable to the corporation. Comition or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a cortuaittee thereof which authorizes, approves, or ratifies such contract or transaction. • ARTICLE XI The corporation shall have and may exercise all powers of inderanification of persons who are or were directors, officers, employees, fiduca.aries, or agents of the corporation or who are or were serving in such capacity at the request: of the corporation or who are or were serving at the request of the corporation as agents of other corporations, partnerships, joint ventures, trusts, or other enterprises for their conduct done in good faith and in a manner reasonably believed to be in the best interests of the corporation in accordance with the provisions of the Colorado Corporation Code as it now exists or as amended in the future. The Board of Directors of the corporation are hereby authorized and empowered on behalf of the corporation, and without requiring shareholder action, to exercise all of the corporation's authority and powers of indemnification. ARTICLE XII The Corporation reserves the right to amend, alter, change or repeal any provisions contained in, or to add any provision to, its Articles of Incorporation from time to tirae, in any manner now or hereafter prescribed or perraitted by the Colorado Corporation Code, and all rights and powers conferred upon directors and shareholders hereby are granted subject to this reservation. ARTICLE XIII The narae and address of the incorporator is: • william K. Guest Garfield s Hecht, P.C. 6O1 E. Iiyraan Avenue Asper., CO 81611 EXECUTED this %9'day of August, 1983. WILLIAM K. GUEST STATE OF COLORADO ss. _ COUNTY OF PITKIN a notary public, hereby certify that on the /,Y� day of August, 19831 personally appeared before me William K. Guest, who being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator, and that the statements contained therein are true. My Commission expires: 11-15-83 My Address is: 601 East Hyman Avenue Aspen, CO 81611 WITNESS my hand and official seal. 1 Notary Public BY-LAWS • OF SHADOW MOUNTAIN EQUITIES, INC. ARTICLE I -- Offices 1. Business Offices. The corporation may have one or more offices at such place or places within or without the State of Colorado as the Board of Directors may from time to time determine or as the business of the corporation may require. 2. Registered Office. The registered office of the corporation shall be as set forth in the Articles of Incorporation, unless changed in accordance with the Colorado Corporation Code. ARTICLE II Shareholders' Meetings 1. Annual Meetings. The annual meetings of the • shareholders for the election of directors to succeed,, those whose terras expire and for the transaction of such other business as may come before the meeting shall be held in.each �c-.ar on the second Wednesday of August at 10:00 a.rn. local time at the place of the meeting. If the day so fixed for such annual meeting shall be a legal holiday at the place of the meeting, then such meeting shall be held on the next succeeding business day at the same hour. 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called at any time by the President or Secretary upon the request_ (which shall state the purpose or purposes therefor) of a majority of the Board of Directors or of the holders of not less than ten percent (1011) of the nturber of shares of outstanding stock of the corporation entitled to vote at the meeting. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice. 3. Place of Meeting. Meetings of shareholders shall be held at such place or places, within or without the State of Colorado, as may be designated from time to time by the Board of Directors. • 4. Notice of Meetings. Except as otherwise provided by statute, notice of each meeting of shareholders, whether. annual or special, shall be given not less than ten (10) nor more than fifty (50) days prior thereto to each shareholder entitled to vote thereat by delivering written or printed notice thereof to such shareholder personally or by depositing the salve in the United States mail, postage prepaid, directed to the shareholder personally or by depositing the same in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the stock transfer books of the, corporation; provided, however, that if the authorized shares of::� the corporation are proposed to be increased, at least thirty (30) days' notice in like manner shall be given. The notice of all meetings shall state the place, day and hour thereof. The notice of a special meeting shall, in addition, state the purposes therefor. 5. Voting List. At least ten (10) days before every meeting of shareholders, a complete list of shareholders entitled to vote thereat or any adjournment thereof, arranged in alphabetical order, showing the address of each shareholder and the number of shares registered in the narae of each, shall be prepared by the officer or agent of the corporation who has charge of the stock transfer books of the corporation. Stich list shall be open at the principal office of the corporation to the inspection of any shareholder during usual business hours for a period of at least ten (10) days prior to such meeting. Such list shall also be produced and kept at -the time and place of the meeting during the whole time thereof and subject to the inspection of any shareholder who may be present. 6. Organization. The President or Vice President shall call meetings of the shareholders to order and act as chairman of such meetings. In the absence of said officers, any shareholder entitled to vote therea_-., or any proxy of any such shareholder, may call the meeting to order and a chairman shall be elected by a majority of the shareholders entitled to vote thereat. In the absence of the Secretary and Assistant Secretary of the corporation, any person appointed by the chairman shall act as secretary of such meetings. 7. Agenda and Procedure. The Board of Directors shall have the responsibility of establishing an agenda for each meeting -of shareholders, subject to the rights of shareholders to raise matters for consideration which may otherwise properly be brought before the meeting although not included within the agenda. The chairman shall be charged with the orderly conduct of all meetings of shareholders; provided, however, that in the event of any difference in opinion with respect to the proper course of action which cannot be resolved by reference to statute, the Articles of Incorporation or these By -Laws, Robert's Rules of Order (as last revised) shall govern the disposition of the matter. • 8. Quorum. The holders of a majority of the shares issued and outstanding and entitled to vote thereat shall when -2- present in person or represented by proxy be requisite to and shall constitute a quorum at all meetings of shareholders for • the transaction of business except as otherwise provided by statute, by the Articles of Incorporation, or by these By -Laws. In the absence of a quorum at any such meeting, a majority of the shareholders present in person or represented by proxy and entitled to vote thereat may adjourn the meeting from time to time for a period not to exceed sixty (60) days at any one adjournment without further notice (except as provided in paragraph 9 of this Article II) until a quorurn shall be present or represented. 9. Adjournment. When a meeting is for any reason adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted which might have been transacted at the original meeting. 10. Inspectors. The Chairman of the meeting may at any time appoint two (2) or more inspectors to serve at a meeting of the shareholders. Such inspectors shall decide upon the qualifications of voters, including the validity of proxies, accept and count the votes for and against the questions presented, report the results of such votes, and subscribe and deliver to the secretary of the meeting a certificate stating the number of shares of stock issued and outstanding and • entitled to vote thereon and the nurpber of shares voted for and against the questions presented. The inspectors need not be shareholders of the corporation, and any director or officer of the corporation may be an inspector on any question other than a vote for or on any other questions in which he may be directly interest. 11. Voting. (a) Each Shareholder shall at every meeting of the shareholders, or with respect to corporate action which may be taken without a meeting, be entitled to one vote for each share of stock having voting power held of record by such shareholder on the record date designated therefor pursuant to paragraph 3 of Article XI of these By -Laws (or the record dates established pursuant to statute in the absence of such designation); provided that the cumulative system of voting for the election of directors or for any other purpose shall be allowed. (b) Each shareholder so entitled to vote at a meeting of shareholders, or to express consent or dissent to corporate action in writing without a meeting, may vote or express such consent or dissent in person or may authorize another person or persons to vote or act for him by proxy • executed in writing by such shareholder (or by his duly authorized attorney in fact) and delivered to the secretary of: -3- the meeting, or, if there is no meeting, to the Secretary of the corporation; provided that no such proxy shall be voted or acted • upon after eleven (11) months from the date of its execution, - - unless such proxy expressly provides for a longer period. (c) The voting rights of fiduciaries, beneficiaries, pledgors, pledgees, and joint, common, and other multiple owners of shares of stock shall be as provided from _ time to time by law, including in particular C.R.S. 1973, Section 7-4-116.' (d) When a quorum is present at any meeting of shareholders, the vote of the holders of a majority of the shares of stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of a statute, or the Articles of Incorporation, or these By -Laws, a different vote is required, in which case such express provision shall govern and control the decision on such question. ARTICLE III Board of Directors 1. Election and Tenure. The business and affairs of the corporation shall be managed by a Board of Directors who • shall be elected at the annual meetings of shareholders by a majority vote. Each director shall be elected to serve and to hold office until the next succeeding annual meeting and until his successor shall be elected and shall qualify, or until his earlier death, resignation, or removal. 2. Number and Qualification. The number of Directors of this Corporation shall be not.less than three (3), provided however, in the event there are fewer than three (3) stockholders the number of Directors shall be the same -number as there are stockholders. Directors need not be shareholders or residents of the State of Colorado. 3. Organization Meetings. As soon as practicable after each annual election of directors, the Board of Directors shall meet for the purpose of organization, selection of a Chairman of the Board, election of officers and the transaction of any other business. 4. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time or t:...ies as may be determined by the Board of Directors and specified in the notice of such meeting. 5. Special Meetings. Special meetings of the Board • of Directors may be called by the Chairrnan of the Board or the President or shall be called by the President or Secretary on the written request of any two (2) directors. -4- 6. Place of Meetings. Any meeting of the Board of Directors may be held at such place or places either within or without the State of Colorado as shall frorn tirne to time be • determined by the Board of Directors or fixed by the Chairman of -- the Board and as shall be designated in the notice of the meeting. 7. Notice of Meetings. Notice of each meeting of : directors, whether organizational, regular or special, shall he given to each director. If such notice is given either (a) by delivering written or printed notice to a director personally or (b) by telephone personally to such director, it shall be so given at least two (2) days prior to the meeting. If such notice is given either (a) by depositing a written or printed notice in the United States mail, postage prepaid, or (b) by transmitting at his residence or place of business, it shall be so given at least four (4) days prior to the meeting. The notice of all meetings shall state the place, date and hour thereof, but need not, unless otherwise required by statute, state the purpose or purposes thereof. 8. Quorum. A majority of the number of directors fixed by paragraph 2 of this Article III shall constitute a quorum at all meetings of the Board of Directors, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting frorn time to time • without further notice, other than announcement at the meeting, until a quorum shall be present. 9. Organization, Agenda and Procedure. The Chairman of the Board, or in his absence, any director chosen by a majority of the directors present, shall act as chairman of the meetings of the Board of Directors. In the absence of the Secretary and Assistant Secretary, any person appointed by the chairman shall act as secretary of such meetings. The agenda of and procedure for such meetings shall be determined by the Board of Directors. 10. Resignation. Any director of the corporation may resign at any time by giving written notice of his resignation to the Board of Directors, to the Chairman of the Board, the President, any Vice President or Secretary of the corporation. Such resignation shall take effect at 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. 11. Removal. Except as otherwise provided in the Articles of Incorporation or in these By -Laws, any director may be removed, either with or without cause, at any time, lay the affirmative vote of the holders of a majority of the issued and • outstanding shares of stock entitled to vote for the election of Q•7C directors of the corporation given at a special meeting of the • shareholders called and held for such purpose. The vacancy in the Board of Directors caused by any such removal shall be filled, if the shareholders at such meeting shall fail to fill such vacancy, by the Board of Directors as provided in paragraph 12 of this Article III. 12. Vacancies. Except as provided in paragraph 11 of this Article III, any vacancy occurring for any reason in the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors. Any directorship to be filled by the affirmative vote of a majority of the directors then in office shall be by an election held at an annual meeting or at a special meeting of directors called for that purpose. A director elected to fill a vacancy shall be elected for the unexpired terra of his predecessor in office and shall hold office until the expiration of such terra and until his successor shall be elected and shall qualify or until his earlier death, resignation or removal. A director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of shareholders and until. his successor shall be elected and shall qualify, or until his earlier death, resignation or removal. 13. Executive Committee. The Board of Directors, by • resolution adopted by a majority of the nurr,ber of directors fixed by paragraph 2 of this Article III, may designate two (2) or more directors to constitute an executive committee, which cornraittee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation. 14. Cor_pn ensation of Directors. Each director may be allowed such amount per annura or such fixed sum for attendance at each meeting of the Board of Directors or any meeting of an executive corarnittee, or both, as may be from time to tir:ze fixed by resolution of the Board of Directors, together with reimbursement for the reasonable and necessary expenses incurred by such director in connection with the performance of his duties. Nothing herein contained shall be construed to preclude any director from serving the corporation or any of its subsidiaries in any other capacity and receiving proper compensation therefor. ARTICLE IV Waiver of Notice and Action by_Consent 1. Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of a statute or c�` the • Articles of Incorporation, or by these fly -Laws, a waiver t.--eof. i either in writing signed by the person entitled to sai.d notice (or such person's agent or attorney in fact thereunto C authorized) or by telegraph, cable or any other available method, whether before, at or after the time stated therein, or • the appearance of such person or persons at such meeting in person or by proxy (except for the sole purpose of challenging the propriety of the meeting), shall be deemed equivalent to such notice. 2. Action Without a Meeting. Any action required or which may be taken at a meeting of the directors, shareholders - or raerabers of any executive coraraittee of the corporation, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, shareholders, or members of the executive coraraittee, as the case raay be, entitled to vote with respect to the subject matter thereof. ARTICLE V OffirPrs 1. Election and Tenure. The Board of Directors annually shall elect a President, a Secretary, and a Treasurer. The Board of Directors may also elect or appoint such Vice Presidents, other officers and assistant officers as may be deterrained by the Board of Directors. The Board of Directors may delegate to any such officer the power to appoint or remove subordinate officers, agents or employees. Any two or more offices may be held by the same person, except the offices of President and Secretary. Each officer so elected or appointed shall continue in office until his successor shall be elected or appointed and shall qualify, or until his earlier death, resignation or removal. 2. Resignation, Removal and Vacancies. Any officer may resign at any time by giving written notice thereof to the Board of Directors or to the President. Such resignation shall take effect on the date specified therein and no acceptance of the same shall be necessary to render the same effective. Any officer may at any time be removed by the affirmative vote of a majority of the number of directors specified in paragraph 2 of Article III of these By -Laws, or by an executive coimaittee thereunto duly authorized. If any office becomes vacant for any reason, the vacancy raay be filled by the Board of Directors. An officer appointed to fill a vacancy shall be appointed for the unexpired terra of his predecessor in office and shall continue in office until his successor shall be elected or appointed and shall qualify, or until his earlier death, resignation or removal. 3. President. The President shall be the chief executive officer of the corporation. He shall preside at all. meetings of the shareholders and shall have general and active • management of the business of the corporation. He shall see that all orders and resolutions of the Board of. Directors are -7- carried into effect and in general shall perforra all duties as may from time to time be assigned to hire by the Board of Directors. 4. Vice President. The Vice Presidents shall perform such duties and possess such powers as from time to time may be assigned to them by the Board of Directors or by the President. In the absence of the President or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election or appointment) shall perform the duties of the President and when so performing shall have all the powers of and be subject to all the restrictions upon the President. 5. Secretary. The Secretary shall perforra such duties and shall have such powers as may from time to time be assigned to hire by the Board of Directors or the President. In addition, the Secretary shall perforra such duties and have such powers as are incident to the office of Secretary, including without limitation the duty and power to give notice of all meetings of shareholders and the Board of Directors, to attend such meetings and keep a record of the proceedings, and to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents, the execution of which on behalf of the corporation is authorized by these • By -Laws or by the action of the Board of Directors. 6. Treasurer. The Treasurer shall perforra such duties and shall have such powers as may from time to time be assigned to hire by the Board of Directors or the President. In addition, the Treasurer shall perforra such duties and have such powers as are incident to the office of Treasurer, including without limation the duty and power to keep and be responsible for all funds and securities of the corporation, to deposit funds of the corporation in depositories selected in accordance with these By -Laws, disburse such funds as ordered by the Board of Directors, making proper accounts thereof, and shall render as required by .the Board of Directors statements of all such transactions as Treasurer and of the financial condition of the corporation. 7. Assistant Secretaries. The Assistant Secretaries shall perforra duties and possess such powers as from tirae to time shall be assigned to there by the Board of Directors, the President, or the Secretary. In the absence, inability or refusal to act of the Secretary, the Assistant Secretaries in the order determined by the Board of Directors shall perforra the duties and exercise the powers of the Secretary. 8. Assistant Treasurers. The Assistant • shall. perforra such duties and possess such powers to time shill be assigned to them by the Board of Treasurers as from time Directors, the President, or the Treasurer. In the absence, inability or refusal to act of the Treasurer, the Assistant Treasurers in order determined by the Board of Directors shall perform the _ duties and exercise-: the powers of the Treasurer. 9. Bond of Officers. The Board of Directors may require any officer to give the corporation a bond in such sera and with such surety or sureties as shall be satisfactory to the_-_ Board of Directors for such terras and conditions as the Board of Directors may specify, including without limitation for the faithful performance of his duties and for the restoration to the corporation of all property in his possession or under his control belonging to the corporation. 10. Salaries. Officers of the corporation shall be entitled to such salaries, emoluments, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors. ARTICLE VI Inderani fication 1. Third Party Actions. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or • investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation or -is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, 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 manner which he reasonably believed to be in the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. 2. Derivative Actions. The corporation sha1.1 indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a • judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is -9- or was serving at the request of the corporation as a director, • officer, employee, or agent of another corporation, partnership,. joint venture, trust, or other enterprise against expenses (including attorney fees) actually and reasonably incurred by hirn in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation; 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 or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper. 3. Extent of Indemnification. To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits in defense of any action, suit, or proceeding referred to in paragraphs 1 and 2 of this Article VI, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorney Tees) actually and reasonably incurred by hirn in connection therewith. 4. Determination. Any indemnification under paragraphs 1 and 2 of this Article VI (unless ordered by a court) shall be rnade by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has rnet the applicable standard of conduct set forth in paragraphs 1 and 2 of this Article VI. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such an action, suit or proceeding, or if. such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (b) by the affirmative vote of the holders of a majority of the shares of stock entitled to vote and represented at a meeting called for such purpose. 5. Payment in Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized in paragraph 4 of this Article VI upon receipt of an undertaking by or on behalf of the director-, officer, employee, or agent to repav such amount unless it is ultimately determined that he is entitled to be indemnified by the corporation as authorized in this Article VI. . 6. Insurance. the corporation's power behalf of any person who The Board of Directors raay exercise to purchase and maintain insurance on is or was a director, officer, employee -10- or agent of the corporation or who is or was serving at the request of the corporation as a director, officer, employee, or • agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against hirn and incurred by hirn in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify hirn against such liability hereunder or otherwise. 7. Other Coverage. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation, these By -Laws, agreement, vote of shareholders or disinterested directors, the Colorado Corporation Code, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such a person. ARTICLE VII Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies 1. Execution of Instruments. The President or. any • Vice President shall have power to execute and deliver on behalf and in the name of the corporation any instrument requiring the signature of an officer of the corporation, except as otherwise provided in these By -Laws or where the execution and delivery thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. Unless authorized to do so by these By -Laws or by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount. 2. Loans. No loan shall be contracted on behalf of the corporation, and no evidence of indebtedness shall be issued, endorsed or accepted in its name, unless authorized by the Board of Directors so to act. Such authority may be general or confined to specific instances. When so authorized, the officer or officers thereunto authorized may effect loans at any time for the corporation from any bank or other entity and for such loans may execute and deliver promissory notes or other evidences of indebtedness of the corporation, and when authorized as aforesaid, as security for the payment of any and all loans (and any obligations incident thereto) of the corporation, may mortgage, pledge, or otherwise encumber any real or personal property, or any interest therein, at any time owned or held by the corporation, and to that end may execute -11- and deliver such instruments as may be necessary or proper in the premises. • 3. Checks and Endorsements. All checks, drafts or other orders for the payment of money, obligations, notes or other evidences of indebtedness, bills of lading, warehouse receipts, trade acceptances, and other such instruments shall be signed or endorsed by such officers or agent of the corporation as shall from time to time be determined by resolution of the Board of Directors, which resolutions may provide for the use of facsimile signatures. 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the corporation's credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the corporation who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign and deliver_ for collection and deposit checks, drafts and other orders for the payment of money payable to the corporation or its order. 5. Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the President or any Vice President may from time to time appoint one or more agents or attorneys in fact of the corporation, in the name and on behalf • of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association or other entity any of which stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation, association or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation, association or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving name and on behalf of the corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises. ARTICLE VIII Shares of Stock 1. Certificates of Stock. Every holder of stock of the corporation shall be entitled to have a certificate certifying the number of shares owned by him in the corporation and and designating the class of stock to which such shares belong, which shall otherwise be in such form as is required by law and as the Board of Directors shall prescribe. Each such • certificate shall be signed by the President or. a Vice President and the Treasure_ or any Assistant Treasurer or the Secretary or any Assistant Secretary of the corporation; provided, However, -12- that where such certificate is signed or countersigned by a transfer agent or registrar (other than the corporation or any employee of the corporation) the signatures of such officers of the corporation may be in facsimile form. In case any officer of the corporation who shall have signed, or whose facsimile signature shall have been placed on, any certificate shall cease for any reason to be such officer before such certificate shall. •have been issued or delivered by the corporation, such certificate may nevertheless be issued and delivered by the corporation as though the person signed such certificate, or whose facsiraile signature shall have been placed thereon, had not ceased to be such officer of the corporation, 2. Record. A record shall be kept of the narae of each person or other entity holding the stock represented by each certificate for shares of the corporation issued, the number of shares represented by each such certificate, and the date thereof and, in the case of cancellation, the date of cancellation. The person or other entity in whose names shares of stock stand on the books of the corporation shall be deemed the owner thereof, and thus a holder of record of such shares of stock, for all purposes as regards the corporation. 3. Transfer of Stock. Transfers of shares of the stock of the corporation shall be made only on the books of the corporation by the registered holder thereof., or by his attorney thereunto authorized, and on the surrender of the certificate or certificates for such shares properly endorsed. • 4. Transfer Agents and Registrars; Regulations. The Board of Directors may appoint one or more transfer agents or registrars with respect to shares of the stock of the corporation. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with these By -Laws, concerning the issue, transfer, and registration of certificates for shares of the stock of the corporation.. 5. Lost, Destroyed, or Mutilated Certificates. In case of the alleged loss, destruction, or mutilation of a certificate representing stock of the corporation, a new certificate may be issued in place thereof, in such manner and upon such terms and conditions as the Board of Directors may prescribe, and shall be issued in such situations as required by law, including C.R.S. 1973, Section 4-3-405. ARTICLE IX Corporate Seal 1. Corporate Seal. The corporate seal shall be in such forra as shall be approved by resolution of the Board of Directors. Said seal may be used by causing it- or a facsiraile thereof to be impressed or affixed or in any other manner reproduced. The impression of the seal may be made and attested -13- • by either the Secretary or an Assistant Secretary for the authentication of contracts or other papers requiring the seal. ARTICLE X Fiscal Year 1. Fiscal Year. The fiscal year of the corporation shall be such year as shall be established by the Board of Directors. ARTICLE XI Corporate Books and Records 1. Corporate Books. The books and records of the corporation may be kept within or without the State of Colorado at such place or places as may be from time to time designated by the Board of Directors. 2. Addresses of Shareholders. Each shareholder shall furnish to the Secretary of the corporation or the corporation's transfer agent an address to which notices from the corporation, including notices of meetings, may be directed and if any shareholder shall fail so to designate such an address, it shall be sufficient for any such notice to be directed to such shareholder at his address last known to the Secretary or transfer agent. 3. Fixing Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent (or dissent) to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not be raore than fifty (50) nor less than ten (10)-days before the date of such meeting, nor more than fifty (50) days prior to any other action to which the same relates. Only such shareholders as shall be shareholders of record on the date so fixed shall be so entitled with respect to the matter to which the same relates. If the Board of Directors shall not fix a record date as above provided, and if the Board of Directors shall not for such purpose close the stock transfer books as provided by statute, then the record date shall be established by statute in such cases made and provided. 4. Audits of Rooks and Accounts. The corporation's books and accounts shall be audited at such times and by such auditors as shall be :specified and designated by resolution of the Board of Directors. -14- l C ARTICLE X_II Emergency By -Laws 1. Emergency By -Laws. The Board of Directors may adopt emergency By -Laws in accordance with and pursuant to the provisions therefor from time to time set forth in the Colorado Corporation Code. _ ARTICLE XIII Amendments 1. Arnendrnents. All By -Laws of the corporation shall be subject to alteration, amendment or repeal, and new By -Laws may be added, by the affirmative vote of a majority of a quorum of the rnernbers of the Board of Directors present in person at any regular or special meeting. 1983. • • APPROVED AND ADOPTED, this day of September, -Is- • EXHIBIT "I" TO APPLICATION FOR APPROVAL OF FRACTIONAL ESTATE PROJECT • AFFIDAVIT u STATE OFCOLOKADO ) AFFIDAVIT ) ss. COUNTY OF PITKIN ) Garfield & Hecht, P.C. by Andrew V. Hecht, after being first duly sworn upon oath, states and deposes as follows: 1. We are the attorneys for Shadow Mountain Equities, Inc., a Colorado corporation. 2. The required documentation and facts contained in the Application for Approval of Fractional Fee Estate Project are true and accurate and it acknowledges that the requirements of Section 20-24 of the Municipal Code shall be binding on its successors and assigns. Dated this 4th day of May, 1984. GARFIELD & HECI-IT, P.C. B Andrew V. He`cht • The foregoing document was acknowledged to before me this 4th day of May, 1984, by Garfield & Hecht, P.C. by Andrew V. Hecht, attorneys for Shadow Mountain Equities, Inc., a Colorado corporation. WITNESS my hand and official seal. My commission expires: 1-21-85 Lp,llbfi�t�t �.;.... F` 01 p►�Y ' N tary P blic O� .o Address 601 E. Hyman Avenue Aspen, CO 81611 FOF • • EXHIBIT "J" MW APPLICATION FOR APPROVAL OF FRACTIONAL ESTATE PROJECT BUDGET 0 e k C) o c- O Mt`R7OO C`MOOO i O Cy O c-CO Ln Cl) M0 �O 0 CI- i r-t Ln0O OMOOO 410 0Crr O MMO \D CYI� U :I O \10 M Cn Ol M Ll\ U 0 00 03 O Ln M� V moo 0 r t O Cal -PM��1� �7�t D M �M(\ nl�O C\ C)(TLn 000 O O cr,N O Cal r M 00 Cal 0 n! r r r � � kt`4 :.' i11 iff tf} if3 U) ri ^ ^ rn• �' � G� 0 O ' i M C\ 0 r %4 R+ E Oc---00 OMOOOc-O 41 O-to M CI-MMO �O CO ONO N O L(1 CO u1 0 O \-O M 0 0 0 CEO 14, 0 r 0 -,t in M M O \O C� LC\ � a+ O . . . . . . . . . . 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