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HomeMy WebLinkAboutcoa.lu.ec.200 S Aspen Hotel Lenado 1984roLLE I fit# C�� ►.ram �-,l o � E 10 Y K 1 x c, t`J ^' Te z, CSl STATEMENT OF EXCEPTION cy' C_>M FROM FULL SUBDIVISION PROCESS 1<"1yCD FOR THE PURPOSE .97 :a M OF CONDOMINIUMIZATION OF ►-+ m � z THE HOTEL LENADO CONDOMINIUMS-, C3 m C__) v M CM m w X WHEREAS, LONGRUN, LTD., a Colorado Limited Partnership, (hereinafter referred to as "owner") is the owner of a parcel of land (hereinafter referred to as -property- ) legally described as follows: Lots A, B & C, City and Townsite of Aspen, County of Pitkin, Colorado, on whic A V uate the Edelweiss Lodge; AND WHEREAS, owner has requested an exception from the full subdivision process pursuant to Section 20-19(a) of the Aspen Municipal Code, as amended, for the purpose of dividing a recon- struction of the existing lodge property through condominiumiza- t.ion into thirteen lodge units and one employee unit; and WHEREAS, the Aspen Planning and Zoning Commission, at its meeting held on the 8th day of February, 1983, determined that the requested exception from subdivision regulation is approp- riate and recommended that the same be granted, subject, however, to certain conditions of approval; and WHEREAS, The City Council of Aspen, Colorado, at its meeting held on the 28th day of February, 1983, moved to grant the re- quested subdivision exception for the purposes of lodge condo- miniumization, pursuant to Section 20-19(a) and Section 20-23 of the Aspen Municipal Code, as amended; subject, however, to cer- tain conditions of approval; and NOW, THEREFORE, The City Council of Aspen, Colorado, does hereby determine that the proposed division of the reconstruction of the existing lodge property by its condominiumization shall be permitted pursuant to Section 20-19(a) and Section 20-23 of the Municipal Code, subject to the following conditions: 1. Condominiumization documents approved by the City Attor- ney's Office must be filed with the Pitkin County Clerk and Recorder; 2. The owner's personal use of a lodge condominium unit must be limited to 14 days or less between December 18 and March 20 of each ski season and must be so specified in the approved condominium documents; 3. On -site management and maintenance and tourist accommo- dations must be consistent in quality and quantity to those described in the owner's affidavit signed and acknowledged by Elizabeth M. Jones on December 20, 1983, and submitted as part of the owner's application for subdivision exception and must be so specified in the approved condominium documents; 4. The project must be listed with and use Aspen Central Reservations or any other comparable local reservation system to ensure the units' availability, at comparable rates, as short- term accommodations and must be so specified in the approved condominium documents; 5. The lodge shall be upgraded by an amount in excess of 30 per cent of the free market value of the present lodge, which expenditures amount is stipulated to be as listed in the owner's application dated December 28, 1982, which states that a minimum of $725,000 will be put into upgrading/reconstruction. All upgra- ding must be completed prior to the issuance of a certificate of occupancy, and within the timeframe described in Section 20- 23(A)(6)(a) of the Code; 6. A condominium map with the required signatures must be recorded after a substantial portion of the project has been completed and prior to the sale of any units; r 0 Nay 445 -mUE S ' 7. The employee unit must be at least 400 square feet and must be deed -restricted to the "middle income" employee housing guidelines of the City of Aspen and designated as a studio unit. The title to said unit must be held by the condominium declarant or in common by the condominium association; 8. The owner must abide by the recommendations of the Environmental Health Department, including service by City Water and Aspen Metro Sewer, compliance with the Noise Abatement Ordi- nance, the paving of all driving and parking areas and the City air pollution regulations. (Reference: Environmental Health memo- randum to the Planning Office dated January 12, 1983); 9. Two parkinq spaces must be retained as a condition of this approval, therefore allowing the use of the four remaining parking spaces of the six proposed to be used for scoring points in a future GMP competition; 10. All necessary documents, including the employee unit deed restriction, this statement of exception, and condominium documents must be reviewed and approved by the City Attorney's Office, and recorded by the owner prior to the issuance of a building permit for the demolition and reconstruction; 11. A plan for on -site water run-off and retention is to be approved by the Engineering Department. Dated this �� day of , 1983. -- ------- -------------- Mayor City Clerk AP AS TO Ea] : __ _r_;T.f Paul J. Tad une, City Attorne I, KATHRYN S. KOCH, do hereby certify that the foreq_oing Statement of Exception from the Full Subdivision Process for the Purposes of Condominiumization of HOTEL LENADO was considered and approved by the Aspen City Council at its regular meeting held on the 28th day of February, 1983, at which time the Mayor, HERMAN EDEL, was authorized to execute the same on behalf of the City of Aspen. KATHRYN S. KOCH, Cjftry, C1R� sr Yic a I, Frank S. Peters, a general partner of LongRun, Ltd.,,' owner of the herein described property, agree to the terms sets forth in this statement of exception. ------ Frank Peters 0 0 wx 445 mGES-13 I, Daniel Delano, a general partner of LongRun, Ltd., owner of the herein described property, agree to the terms set forth in this statement of exception. Daniel Delano STATE OF COLORADO ) ss. COUNTY OF PITKIN ) Acknowledged, subscribed and sworn to before me this a0+ h- day of _ ----, 1983, by Frank S. Peters and Daniel Delano. My commission expires _-&12------------- Witness my hand and official seal. P-c t3ur 54 NotaYfi i l� a�-, 0 REVOCATION OF CONDOMINIUM DECLARATION LongRun Associates, a Colorado general partnership, is the sole owner of the real property described in and which is subject to that certain Statement of Exemption from Sub- division, recorded in the Office of Clerk and Recorder of Pitkin County, Colorado on May 26, 1983, in Book 445 at Page 811 as Reception No. 250404; that certain Declaration of Covenants and Restrictions recorded in the Office of the Clerk and Recorder of Pitkin County, Colorado on May 26, 1983 in Book 445 at Page 839 as Reception No. 250406; and that certain Condominium Declaration for the Hotel Lenado Condominiums, recorded in the Office of the Clerk and Recorder of Pitkin County, Colorado on May 26, 1983, in Book 445 at Page 814 as Reception No. 250405. The holders of a first mortgage or deed of trust covering or affecting the property are Harry W. Poschman and Jane E. Larrowe (formerly Jane E. Poschman) under a Deed of Trust dated November 26, 1966, executed by Edelweiss Associates Incorporated, recorded in the Office of the Clerk and Recorder of Pitkin County, Colorado on January 17, 1967, in Book 225 at Page 210. LongRun Associates as the 100% owner of all real property subject to the Condominium Declaration hereby exercises the right granted to it pursuant to Section 19 of the Condominium Declaration for the Hotel Lenado Condominiums to revoke such Condominium Declaration effective as of the date this Revocation of Condominium Declaration is recorded. From and after the date of recording of this Revocation of Condominium Declaration, the Condominium Declaration described above will be of no further force or effect. This Revocation of Declaration for the Hotel Lenado Condominiums has been executed by the undersigned as of the 29th day of February 1 1934 LONGRUN ASSOCIATES, a Colorado general partnership By: Daniel D. Del no, General Partner By : L., rank Peters, General Partner By: 4-A I"f ),; nw Elizab h W. Jones, Gene al Partner STATE OF COLORADO ) ss. COUNTY OF PITKIN ) The foregoing instrument was acknowledged before me on this 29tr day of February , 1984 1 by Daniel D. Delano as General Partner, Frank S. Peters as General Partner, and Elizabeth W. Jones as General Partner of LongRun Associates, a Colorado general partnership. WITNESS my hand and official seal. My commission expires: No ' ry Public [SEAL] JOANN JUELFS/�1OTARy PUBLIC R ST NATIONAL BANK PA. ®OX 331 g. ,^EN, CO 81612 MY COMjjjs!-,j, Address BY ACKNOWLEDGEMENT HEREOF the undersigned consents and agrees to the within written Revocation of Condominium Declaration. CITY OF ASPEN By , William Stirling, Mayor Attest: By: City glerk APPROVED as to form this 174-� day of 1934, by Paul J. Taddune, Aspen City Attorney. ......... Paul J. Taddune, City Attorney - 2 - DECLARATION OF GRANTS, COVENANTS, CONDITIONS AND RESTRICTIONS FOR ESTABLISHING A PLAN FOR CONDOMINIUM OWNERSHIP FOR HOTEL LENADO CONDOMINIUMS Date • rebruar� 29 , 1984 ARTICLEI DEFINITIONS ........................... 1 ARTICLE II GRANT AND SUBMISSION OF PROPERTY...... 5 Section 2.1. Grant and Submission.... 5 Section 2.2. Division into Condominium Units....... 5 Section 2.3. Reservation of Right to Combine, Divide and Construct Condominium Units.... 5 Section 2.4. Amendment of Project Documents ............... 5 Section 2.5. Covenants Run With the Land... o_o ... o ...... 5 ARTICLE III CITY OF ASPEN PROVISIONS AND REQUIREMENTS.......................... 6 Section 3.1. Provisions and Requirements............ 6 Section 3.2. Restriction on Personal Use ..................... 6 Section 3.3. Maintenance of Lodge Facility ................ 7 Section 3.4. Sale of Condominium Unit 9 Section 3.5. Compliance With Aspen Municipal Code Provisions and Requirements............ 9 Section 3.6. Effect of Non -Compliance 9 ARTICLEIV CONDOMINIUM MAP ....................... 10 Section 4.1. Description ............. 10 Section 4.2. Interpretation.......... 10 Section 4.3. Amendment ............... 11 ARTICLE V INCIDENTS OF CONDOMINIUM OWNERSHIP.... 11 Section 5.1. Limited Common Elements. 11 Section 5.2. Title..... ............ 11 Section 5.3. Inseparability.......... 11 Section 5.4. Non-Partitionability.... 11 Section 5.5. Taxation ................ 12 • CJ INDEX. Cont' d. Section 5.6. Legal Description of Units ................... Section 5.7. Liens ................... ARTICLE VI PROPERTY RIGHTS OF OWNERS; EASEMENTS.. Section 6.1. Association's Right to Use Common Elements..... Section 6.2. Easement for Encroachment............ Section 6.3. Access to Condominium Units for Maintenance or Repair .................. Section 6.4. Rights of Ingress and Egress .................. Section 6.5. Limited Common Elements. Section 6.6. Recorded Easements...... Section 6.7. Utility Easements....... Section 6.8. Reservation of Easements, Exceptions, and Exclusions.......... Section 6.9. Emergency Easement...... Section 6.10. Rights of Association to Own and/or Lease Condominium Units and to Use Common Elements..... Section 6.11. Easements Deemed Created Section 6.12. Recreational Facilities. ARTICLE VII TERMINATION OF MECHANICS' LIEN RIGHTS; INDEMNIFICATION....................... Section 7.1. Mechanics' Lien......... Section 7.2. Indemnification......... ARTICLE VIII MAINTENANCE RESPONSIBILITY............ Section 8.1. By the Owner............ Section 8.2. By the Association...... ARTICLEIX THE ASSOCIATION ....................... Section 9.1. In General .............. Section 9.2. Membership....... ..... Section 9.3. Classes of Membership and Voting Rights....... Section 9.4. Voting Rights........... Section 9.5. No Transfer ............. 12 13 13 13 13 14 14 15 15 15 15 16 16 16 16 17 17 17 17 17 18 18 18 18 18 19 19 W191w9we •� • w..- Section 9.6. Use of the Common Elements ................ 20 Section 9.7. Employment of Services.. 20 Section 9.8. Right of Association to Own and/or Lease and/or Sublease Condominium Units ................... 20 Section 9.9. Personal Property for Common Use .............. 21 Section 9.10. Rules and Regulations... 21 Section 9.11. Identity of Board....... 21 Section 9.12. Books and Records....... 21 Section 9.13. Working Capital Account. 22 Section 9.14. Implied Rights.......... 22 ARTICLE X ASSESSMENTS....... ..... ...... ...... 22 Section 10.1. Creation of the Lien and Personal Obligations for Assessments ............. 22 Section 10.2. Annual Assessments...... 23 Section 10.3. Special Assessments..... 24 Section 10.4. Default Assessments..... 24 Section 10.5. Apportionment of Assessments ............. 25 Section 10.6. Effect of Non-payment of Assessment; Lien; Remedies of Association. 25 Section 10.7. Successor's Liability for Assessments......... 26 Section 10.8. Statement of Status of Payment ................. 27 Section 10.9. Protection of First Mortgagees .............. 27 ARTICLE XI EMPLOYEE UNIT, DINING ROOM/KITCHEN UNIT.................................. 28 Section 11.1. Employee Units.......... 28 Section 11.2. Dining Room/Kitchen Unit 28 ARTICLE XII RESTRICTIVE COVENANTS AND OBLIGATIONS; USE OF CONDOMINIUM UNIT ............... 30 Section 12.1. General Character of Use 30 Section 12.2. Right of Association to Use Common Elements..... 30 0 • INDEX, Cont'd. 0 Section 12.3. Compliance with Law..... 30 Section 12.4. No Unauthorized Additions, Alterations, or Decorations.......... 30 Section 12.5. Noxious Odors; Light; Sound ................... 30 Section 12.6. Use of Common Elements.. 30 Section 12.7. Prohibition of Increases in Insurable Risks and Certain Activities...... 31 Section 12.8. Antennas ................ 31 Section 12.9. Improvements Prohibited. 31 Section 12.10.Signs ................... 31 Section 12.11.Pets .................... 32 Section 12.12.Abandoned or Inoperable Vehicles ................ 32 Section 12.13.Declarant's Use......... 32 Section 12.14.Leasing ................. 32 ARTICLE XIII INSURANCE AND FIDELITY BOND........... 32 Section 13.1. Hazard Insurance........ 32 Section 13.2. Liability Insurance..... 33 Section 13.3. Fidelity Bonds.......... 34 Section 13.4. Flood Insurance......... 34 Section 13.5. Provisions Common to Hazard Insurance, Liability Insurance, and Fidelity Insurance...... 34 Section 13.6. Owner's Insurance....... 36 Section 13.7. Officers and Directors' Personal Liability Insurance ............... 37 Section 13.8. Other Insurance......... 37 ARTICLE XIV DAMAGE OR DESTRUCTION ................. 37 Section 14.1. Association as Attorney In Fact ................. 37 Section 14.2. Definitions ............. 38 Section 14.3. Estimate of Damages or Destruction ............. 38 Section 14.4. Repair and Reconstruction.......... 38 Section 14.5. Funds for Repair and Reconstruction.......... 38 ( iv) Section 14.6. Disbursement of Funds for Repair and Reconstruction.......... 39 Section 14.7. Decision Not to Rebuild. 39 ARTICLEXV CONDEMNATION .......................... 40 Section 15.1. Consequences of Condemnation............ 40 Section 15.2. Complete Taking......... 40 Section 15.3. Partial Taking.......... 40 Section 15.4. Reconstruction After a Partial Taking.......... 41 Section 15.5. Reorganization.......... 41 ARTICLE XVI OBSOLESCENCE .......................... 42 Section 16.1. Renewal and Reconstruction.......... 42 Section 16.2. Sale of Property........ 43 ARTICLE XVII MORTGAGEE'S RIGHTS .................... 43 Section 17.1. General ................. 43 Section 17.2. Notice of Action........ 43 Section 17.3. Other Provisions for the Benefit of Eligible Holders ................. 44 Section 17.4. Amendments to Documents. 44 Section 17.5. First Mortgagees' Approval Requirements... 46 ARTICLE XVIII REVOCATION OR AMENDMENT OF DECLARATION 46 Section 18.1. Revocation .............. 46 Section 18.2. Amendment ............... 47 ARTICLE XIX MISCELLANEOUS PROVISIONS .............. 47 Section 19.1. Mailing Address; Notice. 47 Section 19.2. Enforcement of Project Documents ............... 47 Section 19.3. Conflicts Between Documents ............... 48 Section 19.4. Severability............ 48 Section 19.5. Terminology ............. 48 Section 19.6. State Law ............... 48 Section 19.7. Duration of Condominium Regime .................. 48 (v) all•"I • Section 19.8. Liberal Construction.... 48 Section 19.9. Modification of Project Documents ............... 48 Exhibit A ........................................... 52 Exhibit B........................................... 53 Exhibit C........................................... 54 Exhibit D........................................... 55 (vi) • CJ DECLARATION OF GRANTS, COVENANTS, CONDITIONS, AND RESTRICTIONS ESTABLISHING A PLAN FOR CONDOMINIUM OWNERSHIP FOR HOTEL LENADO CONDOMINIUMS LongRun Associates, a Colorado general partnership (the "Declarant"), as the owner of certain real property located in Pitkin County, Colorado, more particularly described in Exhibit A attached hereto (hereinafter referred to as the "Property") makes the follow- ing grants, submissions, and declarations. The Declarant intends to divide the property, described in Exhibit A, through condominiumiza- tion into 17 lodge units, two employee units and one dining room/ kitchen unit. By recording this Declaration of Grants, Covenants, Conditions, and Restrictions Establishing a Plan for Condominium Ownership for Hotel Lenado Condominiums (the "Declaration"), the Declarant intends to submit the Property, together with all struc- tures and improvements thereon, to condominium ownership under the Condominium Ownership Act, C.R.S. 1973 § 38-33-101 et seQ., and pur- suant to the provisions of Ordinance No. 14 (Series 1980) City of Aspen, Colorado and specifically to Section 20-19(a) and Section 20-23 of the Municipal Code of the City of Aspen, Colorado. Section 1.1. "Association" means Hotel Lenado Condominium Association, Inc., a Colorado nonprofit corporation, and its succes- sors and assigns. Section 1.2. "Board" means the governing body of the Association as provided in the Project Documents. Section 1.3. "Building" means any building constructed on the Property. Section 1.4. "Common Elements" means the General Common Elements and Limited Common Elements. Section 1.5. "Common Expenses" means and includes (a) expenses of administration, operation, management, repair, or replacement of the General Common Elements of the Condominium Project; (b) expenses declared to be Common Expenses by the provi- sions of the Project Documents; (c) all sums lawfully assessed against the Common Elements of the Condominium Project by the Board; and (d) expenses incurred under any management agreement. 0 Section 1.6. "Condominium Man" or "Map" means the engineering survey or surveys of the Property locating thereon the Building, the floor and elevation plans, and other drawings or dia- grammatic plans, including without limitation, charts or schedules depicting all or part of the improvements on the Property and such other information as may be included thereon in the discretion of the Declarant, which may be hereafter recorded by Declarant in the records of the Clerk and Recorder of Pitkin County, Colorado. Section 1.7. "Condominium Project" means the Property and all structures and improvements located on the Property. Section 1.8. "Condominium Unit" means an Individual Air Space Unit, which is shown and numbered on the Condominium Map, together with all fixtures and improvements therein contained and with the undivided interest in the Common Elements appurtenant to such Condominium Unit. The Condominium Units, Employee Units and the Dining Room/Kitchen Unit will hereinafter be collectively referred to as "Condominium Units." Section 1.9. "Dining Room/Kitchen Unit" means the Condominium Unit designated as such in Exhibit B and on the Condominium Map, together with all fixtures and improvements therein contained and with the undivided interest in the Common Elements appurtenant to such Dining Room/Kitchen Unit. The Dining Room/ Kitchen Unit is not a General Common Element. Section 1.10. "Easement" means the easements described in Exhibit C and Article 6 of the Declaration, which are appurtenant to, or included in, the Property or to which any portion of the Property is or may become subject. Section 1.11. "Employee Unit" means the Condominium Units designated as such in Exhibit B and on the Condominium Map, together with all fixtures and improvements therein contained and with the undivided interest in the Common Elements appurtenant to such Employee Units with which the Association shall provide a minimum of two Pillows of employee housing. Section 1.12. "FNMA" means Federal National Mortgage Association. Section 1.13. "FHLMC" means Federal Home Loan Mortgage Corporation. Section 1.14. "First Mortgage" means any mortgage, deed of trust, or other security instrument by which a Condominium Unit or any part thereof is encumbered, which mortgage has first and paramount priority over all other liens subject only to the lien of general or ad valorem real estate taxes and assessments. -2- Section 1.15. "First Mortgagee" means the holder of any First Mortgage. Section 1.16. "General Common Elements" means and includes all portions of land described in Exhibit A attached hereto (except the Condominium Units); the Property; the foundations, columns, gird- ers, beams, supports, wooden frame, main walls, roofs, flue, attic, crawl spaces, halls, corridors, lobbies, stairs, stairways, entrances and exits of the Building; the basement, yard, garden, parking areas, recreational facilities of a recreation room, screening room, reading room, Jacuzzi, lobby/atrium, breakfast room/piano bar, and storage spaces; except as are comprised in Individual Air Space Units, installations of central services such as power, light, gas, hot and cold water, heating, refrigeration, tanks, pumps, motors, fans, com- pressors, 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 existence, maintenance, and safety, or normally in common use, except the Limited Common Elements and Condominium Units. Section 1.17. "High Season" means the period between December 18 of each year and March 20 of each following year. Section 1.18. "Individual Air Space Unit" means the enclosed room or rooms occupying all or part of a floor or floors of the Building as designated on the Condominium Map, bounded by the Unfinished Perimeter Walls, Unfinished Ceilings, Unfinished Floors, doors, and windows thereof. 1.18.1 "Unfinished Perimeter Wall" means the studs, supports, and other wooden, metal, or similar structural materi- als which constitute the interior face of a wall. 1.18.2 "unfinished Ceiling" means the beams, joists, and wooden structures which constitute the ceiling of an Individual Air Space Unit. 1.18.3 "unfinished Floor" means the beams, floor joists, and plywood deck or similar floor deck material which constitute the floor of an Individual Air Space Unit. An Individual Air Space Unit shall include the drywall, resilient channel drywall fastening system, wall paneling, wood, tile, paint, paper, carpeting, 1/2" cellular concrete topping, or any other wall, ceiling, or floor covering, windows and window frames, and doors and door frames. An Individual Air Space Unit shall further include fix- tures and hardware and all improvements contained within the Unfinished Perimeter Walls, Ceilings, and Floors. An Individual Air Space Unit shall include any heating elements or related equipment, -3- utility lines and outlets, electrical and plumbing fixtures, pipes, and all other related equipment required to provide heating, water, electrical, or other utility services to the Individual Air Space Unit and located within the Unfinished Walls, Ceilings, and Floors and connecting such equipment exclusively to the Individual Air Space Unit; provided, however, that an Individual Air Space Unit shall not include any of the structural components of the utility or service lines serving more than one Individual Air Space Unit, located within the Individual Air Space Unit. Section 1.19. "Limited Common Elements" means those Common Elements designated herein and indicated on the Condominium Map as reserved for use by fewer than all of the Owners of the Condominium Units, including particular balconies and decks. Section 1.20. "age" means a building containing three or more units intended for temporary occupancy of guests as defined in Section 20-23 of City of Aspen Municipal Code. Section 1.21. "Management Agreement" means the agreement or contract entered into between the Association, as attorney in fact for the Owners, and the Manager. Section 1.22. "Manager" means the individual or entity employed by the Association pursuant to Section 9.7 to assist with the management of the Condominium Project. Section 1.23. "Owner" means any person or entity, includ- ing Declarant and the Association, at any time owning a Condominium Unit. The term "Owner" shall not refer to any mortgagee unless such mortgagee has acquired title pursuant to foreclosure, or by any pro- ceeding in lieu of foreclosure. Section 1.24. "Owner's Personal Use" means Owner occupancy of a Condominium Unit, occupancy by a nonpaying guest of the Owner, or taking the Condominium Unit off the rental market during High Season for any reason other than necessary repairs which cannot be postponed or which make the Condominium Unit unrentable, as provided in Article III. Section 1.25. "Pillow" means a sleeping accommodation for one person. The term Pillow is used in conjunction with the Employee Unit. Section 1.26. "Project Documents" means this Declaration, the Articles of Incorporation and Bylaws of the Association, and rules and regulations promulgated by the Association. -4- Section 1.27. "Property" means that certain real property in Pitkin County, Colorado, which is subject to this Declaration and is more particularly described in Exhibit A attached hereto. Section 2.1. Grant and Submission. Declarant hereby grants and submits the Property to this Declaration. Section 2.2. Division into Condominium Units. The Condominium Project is hereby divided into 17 Condominium Units, two Employee Units, and one Dining Room/Kitchen Unit, each consisting of a fee simple interest in an Individual Air Space Unit and an undi- vided fee simple interest in the Common Elements in accordance with the respective undivided interests in Common Elements appurtenant to each such Condominium Unit as set forth in Exhibit D attached hereto. Such undivided interests in the Common Elements are hereby declared to be appurtenant to the respective Condominium Unit to which they belong. Section 2.3. Reservation of Right to Combine, Divide and Construct Condominium Units. Declarant reserves the right to itself, and its successors and assigns, to: 2.3.1 Physically combine the space within one Condominium Unit with the space within one or more adjoining Condominium Units, and 2.3.2 Combine a part or combination of parts of the space within one Condominium Unit with part or parts of the space within one or more adjoining Condominium Units, and 2.3.3 Divide into separate Condominium Units the space of one Condominium Unit. The maximum number of Condominium Units that may be created under this Section 2.3 shall not exceed the maximum number of 22 Condominium Units. Section 2.4. Amendment of Project Documents. Any change in the undivided interests in the General Common Elements resulting from any of the provisions of Section 2.3 shall be reflected by an amendment to Exhibit D hereof and to the Map, consistent with the requirements set forth in this Declaration. Section 2.5. Covenants Run With the Land. All provisions hereof shall be deemed to be covenants running with the land, or as equitable servitudes, as the case may be, and shall inure -5- to the benefit of and be binding upon Declarant, its successors and assigns, and all persons hereafter leasing, acquiring or owning any interest in the Condominium Project or in any Condominium Unit, how- ever such interest may be acquired. Section 3.1. Provisions and Requirements. Declarant acknowledges that this Declaration is subject to the provisions and requirements of Ordinance No. 14 (Series of 1980) , specifically Sections 20-19(a) and 20-23 adopted by amendment to Chapter 20 of the Municipal Code of the City of Aspen ("Aspen Municipal Code"). All the Aspen Municipal Code provisions and requirements set forth within this Section shall be binding on the Declarant, and its successors and assigns and shall govern the Condominium Project for the life of the survivor of the present City Council of Aspen plus 21 years and shall thereafter terminate. The condominiumization of Hotel Lenado, the Declaration and other documents creating and governing the Condominium Project may be modified only with prior written approval of the Aspen City Council, as provided in Section 19.9, below. Section 3.2. Restriction on Personal Use. An Owner ' s Personal Use of his Condominium Unit, except the Employee Units and Dining Room/Kitchen Unit, shall be restricted to 14 days or less during the High Season. Occupancy of a Condominium Unit by the Manager or staff employed by the Association, however, shall not be restricted by this section. 3.2.1 Reservation of personal Use. P u r s u a n t t o Section 3.2, a reservation of any days to be utilized for Owner's Personal Use during any given High Season shall be delivered in writing to the Board or Manager prior to the twenty-first day of the month of June preceding commencement of such High Season. An Owner wishing to reserve that Condominium Unit for Owner's Personal Use for any time between June 21 and Labor Day of any year shall notify the Board or Manager prior to January 1 of that year. During any other time of year, an Owner's Personal Use of that Condominium Unit shall be by spe- cial arrangement with the Board or Manager. 3.2.2 Violation of Personal Use Restriction. A vio- lation of the Owner's Personal Use restriction by an Owner shall subject the Owner to a daily assessment by the Association of three times the daily rental rate for the Condominium Unit, at the time of the violation, which assessment, when paid, shall be deposited in the general funds of the Association as provided in me Article X. All sums assessed against an Owner for violation of the Owner's Personal Use restriction that are unpaid shall be delinquent and the Association may take any or all of the actions as provided in Section 10.6. The Association's failure to enforce the Owner's Personal Use restriction shall give the City of Aspen the right to enforce the restriction by the assessment and the lien provided for hereunder. If the City of Aspen enforces the restriction, the City of Aspen shall receive the funds collected as a result of the assessment for the violation. In the event litigation results from the enforcement of the restriction, as part of its award to the prevailing party, the court shall award such party its court costs together with reasonable attorneys' fees incurred. 3.2.3 Annual Report of Use. The City of Aspen shall have the right to require from the Association an annual report of Owner's Personal Use during High Season for all the Condominium Units, except the Employee Units and Dining Room/ Kitchen Unit. Section 3.3. Maintenance of Lodge Facility. Declarant for itself and its successors and assigns hereby acknowledges that by virtue of the establishment of this Condominium Project as a "Condominiumized Lodge" pursuant to the Aspen Municipal Code that the following restrictions and requirements apply to the Condominium Project: 3.3.1 Short -Term Accommodations. The Condominium Units, except the the Employee Units and the Dining Room/Kitchen Unit shall remain in the short-term rental market to be used as temporary accommodations available to the general tourist market. This condition shall be met by the inclusion of the said Condominium Units, at comparable rates, in Aspen Central Reservations or any local reservation system for the rental of Lodge units in the City of Aspen, Colorado. 3.3.2 Employee Housing. The Association shall pro- vide a minimum of two Pillows of employee housing. The Employee Units designated as such in Exhibit B and on the Condominium Map shall be subleased by the Association for a rental price not to exceed City of Aspen employee housing guidelines and shall be deed restricted as provided in Article XI so as to provide employee housing as required by the Aspen Municipal Code. The Employee Units shall be utilized solely for the purposes herein - above set forth and shall not be utilized for non -employee rental purposes. 3.3.3 On -Site Management and Maintenance. The Asso- ciation shall provide on -site management and maintenance and other tourist accommodation services for the management and -7- operation of the Common Elements and for the compliance with the provisions and restrictions of the Aspen Municipal Code. The Declarant intends the management, maintenance and services to be superior in quality and quantity to those provided by The Edelweiss Lodge during the three years prior to the date of this Declaration (Hotel Lenado is a reconstruction of that Edelweiss Lodge). Specifically, the following minimum tourist services shall be provided by the Association or contracted for by the Association in order to comply with the requirements of the Aspen Municipal Code, all of which services shall be deemed Condominium Common Expenses: (a) On -site management and front desk service from 8:00 a.m. to 8:00 p.m. seven days a week between December 17 and March 31, and between June 21 and Labor Day of each year; (b) Year-round, on -site caretaker, twenty -four-hour ser- vices on call; (c) A daily continental breakfast between December 17 and March 31, and between June 21 and Labor Day of each year; and (d) Apres ski drinks and hors d'oeuvres (during High Season), Jacuzzi, recreation room, lobby/atrium, breakfast room/piano bar, reading room and large screen television. 3.3.4 Preservation of the Common Elements. The Common Elements of the Condominium Project shall remain Common Elements and the Condominium Project shall be maintained in a first-class manner. Any changes, alterations or renovations made to Common Elements shall not diminish the size or quality of the Common Elements. 3.3.5 Maintenance of Personal Property and Fixtures in Condominium Units. In order to comply with the provisions of the Aspen Municipal Code, the Declarant agrees for itself, its successors and assigns that the personal property, furniture and fixtures (including, but not limited to, furniture, fixtures, decorations, wall surfacing, window covers, bathroom fixtures and carpeting) contained within each Condominium Unit shall be maintained in a uniform, first-class condition. This provision shall be in addition to the maintenance responsibilities in Article VIII of this Declaration. The Board shall decide when and how such personal property, furniture and fixtures shall be maintained and/or replaced and the respective Owners shall comply with such deci- sions of the Board. The Board shall notify an Owner of any such decisions and the Owner shall have 30 days within which to commence compliance with such decisions, and full compliance shall be made within the ensuing 60-day period. Payment for the maintenance and replacement of furniture, fixtures, and personal property within the Condominium Units shall be the responsibil- ity of each respective Owner. The Association shall not be responsible for such payment and the Common Elements shall not be subject to lien as a result of non-payment by any Owner. In the event that an Owner fails to comply with the decisions of the Board as required by this Section, the Association may replace and/or maintain the furniture, fixtures, or personal property within a Condominium Unit in order to maintain its uni- form and first-class condition. In this event, the Owner shall reimburse the Association for all monies expended thereby, including a service charge in the amount of 20% of all monies expended, within three days of delivery of notice to the Owner of the monies expended by the Association on behalf of the Owner. In the event an Owner does not so timely reimburse the Association, the Association shall have a lien on the Condominium Unit foreclosable pursuant to the provisions con- tained in Article X of this Declaration. Section 3.4. Sale of Condominium Unit. I n o r d e r t o comply with the provisions of the Aspen Municipal Code, and in order that the Condominium Project may be maintained as a first-class Lodge facility, if an Owner desires to sell a Condominium Unit, the showing of the Condominium Unit to prospective purchasers shall be done through appointment with the Manager only, in order that any Lodge guests occupying the Condominium Unit not be inconvenienced. Section 3 .5 . Compliance With _Agpen Municipal Code Provisions and Requirements. Each and every Owner hereby irrevoca- bly constitutes and appoints the Association as such Owner's true and lawful attorney in fact in such Owner's name, place, and stead for the purpose of appointing a Manager for the purpose of carrying out the provisions and requirements of this Section, including without limitation, maintenance of a Lodge facility for short-term accommoda- tions, on -site management and maintenance, and preservation of the Common Elements. Acceptance by any grantee of a deed or other instrument of conveyance from the Declarant or from any Owner shall constitute appointment of the attorney in fact as herein provided. As attorney in fact, the Association shall have the power to appoint, employ, discharge or contract with a Manager to assist with the man- agement of the Condominium Project, and shall have the power to per- form any other acts necessary to accomplish such purposes. Section 3.6. Effect of Non -Compliance. No violation or breach of, or failure to comply with, any provisions of this Article III and no action to enforce any such provision shall affect, defeat, render invalid or impair the lien of any mortgage, deed of trust, or other lien on any Condominium Unit taken in good faith and for value and perfected by recording in the office of the County Clerk and Recorder of Pitkin County, Colorado, prior to the time of recording in such office of an instrument describing the Condominium Unit and listing the name or names of the Owner or owners of fee simple title to such Condominium Unit, and giving notice of the violation, breach, or failure to comply or action to enforce, affect, defeat, render invalid or impair the title or interest of the holder of any such mortgage, deed of trust, or other lien or the title or interest acquired by any purchaser upon foreclosure of any such mortgage, deed of trust, or other lien or result in any liability, personal or oth- erwise, of any such holder or purchaser. Any purchaser on foreclo- sure shall, however, take subject to this Declaration except only that violations or breaches of, or failures to comply with, any pro- visions of this Article III which occurred prior to the vesting of fee simple title in the purchaser shall not be deemed breaches or violations hereof or failures to comply herewith with respect to the purchaser, his heirs, personal representatives, successors or assigns. Section 4.1. Description. The Condominium Map shall be filed for record in the office of the Clerk and Recorder of Pitkin County, Colorado. The Map may be filed in whole or in parts or sec- tions, from time to time. Each section of the Map filed subsequent to the first filed Map shall be termed a supplement to such Map, and the numerical sequence of such supplement shall be shown thereon. The Map shall be filed for record prior to the conveyance of the first Condominium Unit. The Map shall depict and show at least the following: the legal description of the Property and a survey there- of; the location of the Building on the Property; the floor and ele- vation plans; the location of the Condominium Units within the Building, both horizontally and vertically; the thickness of the common walls between or separating the Condominium Units; and the location of any structural components or supporting elements of the Building. In addition, the Map shall show the Limited Common Elements, by legend, symbol, or word. The Map shall contain a cer- tificate of a registered professional engineer, or licensed archi- tect, or both, certifying that the Map substantially depicts the location and the horizontal and vertical measurements of the Building and the Condominium Units, the dimensions of the Condominium Units, and the elevations of the unfinished floors and ceilings as con- structed, and that such Map is prepared subsequent to the substantial completion of the improvements. Each supplement or any amendment shall set forth a like certificate when appropriate. Section 4.2. Interpretation. In interpreting the Map, the existing physical boundaries of each Condominium Unit, as constructed shall be conclusively presumed to be its boundaries. -10- Section 4.3. Amendment. At any time prior to five years from the date of this Declaration, the Declarant or the Association shall have the right to amend the Map, from time to time, to conform it to the actual location of any of the constructed improvements and to establish, vacate, and relocate utility easements, access road easements, and parking areas outside the Building. If at any time the Building is repaired or reconstructed on account of casualty, condemnation, or renovation, then a supplemental map shall be filed for record containing the information set forth above with respect to the improvements as reconstructed. Section 5.1. Limited Common Elements. Limited Common Elements shall consist of those balconies and decks indicated as such on the Map. The balconies or decks are each appurtenant to the Condominium Unit or Units with which they are contiguous as shown on the Map and shall be used exclusively by the Owner of such Condominium Unit or Units and not by others except by invitation. In the case of a deck that is appurtenant to two Condominium Units, then the deck shall be used by both owners jointly and not by others except by invitation subject to reasonable rules and regulations of the Association. Section 5.2. Title. Title to a Condominium Unit may be held or owned by any person or entity and in any manner in which title to real property may be held or owned in the State of Colorado. Section 5.3. Inseparability. Each Condominium Unit, shall be inseparable from the undivided interest in and to the Common Elements appurtenant thereto, and no such Condominium Unit shall be conveyed, leased, devised, mortgaged, or otherwise transferred except as a complete Condominium Unit as defined herein. Every gift, devise, bequest, transfer, encumbrance, conveyance, or other disposi- tion of a Condominium Unit, or any part thereof shall be deemed to be a gift, devise, bequest, transfer, encumbrance, or conveyance respec- tively of the entire Condominium Unit, together with all appurtenant rights created by law or by this Declaration whether or not such appurtenant interests or rights are specifically referred to. Section 5.4. Non-Partitionability. The Common Elements shall be owned in common by all of the Owners and shall remain physi- cally undivided, and no Owner shall bring any action for partition or division of the Common Elements. By acceptance of the deed or other instrument of conveyance or assignment, each Owner shall be deemed to have specifically waived his right to institute and/or maintain a partition action or any other cause of action designed to cause a -11- division of the Common Elements, and this Section 5.4 may be pleaded as a bar to the maintenance of such an action. Any Owner who shall institute or maintain any such action shall be liable to the Association and hereby agrees to reimburse the Association for the Association's costs, expenses, and reasonable attorneys' fees in defending any such action. Section 5.5. Taxation. Each Condominium Unit shall be assessed separately for all taxes, assessments, and other charges of the State of Colorado or of any political subdivision or of any spe- cial improvement district or of any other taxing or assessing author- ity in accordance with the Condominium Ownership Act. For the pur- pose of such assessments, the valuation of the Common Elements shall be apportioned among the Condominium Units in proportion to the undi- vided interest in Common Elements appurtenant thereto. The Declarant shall furnish to the Tax Assessor of Pitkin County, Colorado, and to all other appropriate persons and authorities, a written notice stat- ing that the Condominium Project has been created and that separate assessment of the Condominium Units is desired, and shall give them all necessary information with respect to such apportionment. No forfeiture or sale of any Condominium Unit for delinquent taxes, assessments, or other governmental charges shall divest or in any way affect the title to any other Condominium Unit. Section 5.6. Legal Description of Units. For all pur- poses, the Condominium Units may be described as follows: 5.6.1 Prior to Filing of Condominium Map. Prior to filing of the Condominium Map, the Condominium Unit may be described by using the designation number or letter, as the case may be, shown in Exhibit B attached hereto followed by the words "Hotel Lenado Condominiums, Pitkin County, Colorado." 5.6.2 Description after Mag is Filed. Subsequent to the filing of the Map and recording of the Declaration, a Condominium Unit shall be described for all purposes by its des- ignation, followed by the words "Hotel Lenado Condominiums" with further reference to the Map thereof filed for record and the recorded Declaration, and reference to all supplemental Maps and Declarations filed from time to time. Every such description shall be good and sufficient for all purposes to sell, convey, transfer, encumber, or otherwise affect not only the Condominium Unit, but also the interest in the Common Elements appurtenant thereto, and shall be deemed to incorporate all of the rights incident to ownership of a Condominium Unit and all the limita- tions of ownership as described in the covenants, conditions, restrictions, easements, reservations, rights -of -way, and other provisions contained in the Project Documents. The description shall be sufficient if in the following form: -12- Condominium Unit , Hotel Lenado Condominiums, Pitkin County, Colorado, as shown on the Condominium Map recorded on , 1984, in Plat Book at Page , and subject to the Declaration of Grants, Covenants, Conditions, and Restrictions Establishing a Plan for Condominium Ownership of Hotel Lenado Condominiums recorded on , 1984, in Book at Page of the records of the Clerk and Recorder of Pitkin County, Colorado. Section 5.7. Liens. No liens may be obtained against the Common Elements then existing in which an Owner owns a percentage interest or against the Common Elements as a whole except the liens for annual, special, or default assessments provided for in this Declaration; mechanics', tax, judgment, or other liens arising by operation of law; and liens arising under mortgages and deeds of trust. Any such taxes, assessments, or charges which may become liens prior to a First Mortgage under Colorado law shall relate only to an individual Condominium Unit and not to the Condominium Project. Section 6.1. Association's Right to Use Common Elements. The Association, any director of the Board, and their respective officers, agents, employees, and assigns have a non-exclusive ease- ment to make such use of the Common Elements as may be necessary or appropriate to perform the duties and functions which they are obli- gated or permitted to perform pursuant to this Declaration, including the right to construct and maintain maintenance and storage facili- ties in the General Common Elements for use by the Association. Section 6.2. Easement for Encroachment. If any portion of the Common Elements now encroaches upon any Condominium Unit, or if any Condominium Unit now encroaches upon any other Condominium Unit, or upon any portion of the Common Elements, as the result of construction, repair, or reconstruction of the Building, or if any such encroachment shall occur hereafter as a result of settling or shifting of the Building or for any other reason, a valid easement for the encroachment and for the maintenance of the same so long as the Building stands shall exist. In the event the Building, or any adjoining Common Element, shall be partially or totally destroyed as a result of casualty or of condemnation or eminent domain proceedings and then rebuilt, encroachments of parts of the Common Elements upon any Condominium Unit, or of any such Condominium Unit upon any portion of the Common Elements due to this rebuilding shall be permitted, and valid easements for said encroachment and the -13- maintenance thereof shall exist so long as the Building shall stand. The foregoing encroachments shall not be construed to be encumbrances affecting the marketability of title to any Condominium Unit. Section 6.3. Access to Condominium Units for Maintenance or Repair. The Owners shall have the irrevocable right, to be exer- cised only by the Manager, the Board, or their designated representa- tives, to have access to each Condominium Unit, from time to time during reasonable hours as may be necessary for the maintenance, repair, or replacement of any of the Common Elements therein or accessible therefrom. Such right of access shall be immediate for the making of emergency repairs therein in order to prevent damage to the Common Elements or to another Condominium Unit. The Association shall also have all the foregoing rights independent of any agency relationship. Damage to the interior or any part of the Condominium Unit resulting from the maintenance, repair, emergency repair, or replacement of any of the Common Elements or as a result of emergency repairs within another Condominium Unit shall be a Common Expense of all of the Owners. If such damage is caused by a negligent or tor- tious act of an Owner, or such Owner's agent, employee, invitee, licensee, or tenant, then such Owner shall be responsible and liable to the Association for all such damage. All damaged improvements shall be restored to substantially the same condition in which they existed prior to the damage. Section 6.4. Rights of Ingress and Egress. Every Owner and such Owner's family members, guests, and licensees shall have a right and easement of ingress and egress over, across, and upon the General Common Elements for the purpose of getting to and from the Owner's Condominium Unit, and the public ways for both pedestrian and vehicular travel, which right and easement shall be appurtenant to and pass with the transfer of title to the Owner's Condominium Unit; provided, however, that such right and easement shall be subject to the following: 6 .4 .1 The covenants, conditions, restrictions, ease- ments, reservations, rights -of -way, and other provisions con- tained in this Declaration and in the Condominium Map; and 6.4.2 The right of the Association to assign specific parking spaces, storage spaces, or areas for the exclusive use of the Owners of particular Condominium Units, and to change such assignments from time to time; and 6.4.3 The right of the Association to adopt, from time to time, any and all rules and regulations concerning vehicular traffic and travel upon the Condominium Project; and 6.4.4 The right of the Association to adopt, from time to time, any and all rules and regulations concerning the -14- Common Elements and the facilities located thereon as the Association may determine are necessary or prudent. Section 6.5. Limited Common Elements. Subject to the provisions of this Declaration, every Owner shall have the exclusive right to use and enjoy the Limited Common Elements, if any, appurte- nant to his Condominium Unit. In the case of a Limited Common Element that is appurtenant to two Condominium Units, the Limited Common Element shall be used by both Owners jointly and not by others except by invitation, subject to reasonable rules and regulations of the Association. Section 6.6. Recorded Easements. The Property, and all portions thereof, shall be subject to the easements as described in Exhibit C attached hereto. Section 6.7. Utility Easements. There is hereby created a general easement upon, across, over, in, and under all of the Property for installation, replacing, repairing and maintaining all utilities, including but not limited to water, sewer, gas, telephone, electrical, and a master television antenna system. By virtue of this easement, it shall be expressly permissible and proper for the companies providing electrical and communication services to erect and maintain the necessary poles and other necessary equipment on the Property and to affix and maintain electrical, telephone, and antenna wires, circuits, and conduits on, above, across, and under the roofs and exterior walls of the Building. Notwithstanding anything to the contrary contained in this Section, no water, sewer, gas, telephone, electrical or antenna lines, systems, or facilities may be installed or relocated on the Property except as initially approved by Declarant during the development of the Condominium Project, or thereafter as approved by the Board. Should any utility company fur- nishing a service covered by the general easement herein created request a specific easement by separate recordable document, Declarant and the Association shall each have, and is hereby given, the right and authority to grant such easement upon, across, over, or under any part or all of the Property without conflicting with the terms hereof. The easements provided for in this Section shall in no way affect, avoid, extinguish, or modify any other recorded easement on the Property. Section 6.8. Reservation of Easements. Exceptions, and Exclusions. Declarant reserves to itself and hereby grants to the Association the concurrent right to establish over the Common Elements from time to time, by dedication or otherwise, utility and other easements, permits, or licenses for purposes including but not limited to streets, paths, walkways, drainage, recreation areas, parking areas, ducts, shafts, flues, and conduit installation areas and to create other reservations, exceptions, and exclusions consistent with the condominium ownership of the Condominium Project -15- for the best interest of all the Owners and the Association, in order to serve the Owners within the Condominium Project. Declarant fur- ther reserves the right to establish from time to time, by dedication or otherwise, utility and other easements, and to create other reser- vations, exceptions, and exclusions convenient or necessary for the use and operation of any other property of the Declarant, as long as it does not unreasonably hamper the enjoyment of the Owners. Section 6.9. Emergency Easement. A general easement is hereby granted to all police, sheriff, fire protection, ambulance, and all other similar emergency agencies or persons to enter upon the Property in the proper performance of their duties. Section 6.10. Rights of Association to Own and/or Lease Condominium Units and to Use Common Elements. T h e Association shall have the right but not the obligation to purchase, own, and/or lease any Condominium Unit for the purpose of maintaining an office for the Association, for any resident managers or caretakers employed by the Association, for a storage, recreation, or conference area, or for any other use which the Association determines is consistent with the operation of the Condominium Project. The Association may also maintain offices, storage areas, conference areas, and recreation areas elsewhere within the General Common Elements. The costs, expenses, and carrying charges incurred by the Association in pur- chasing, owning, and/or leasing such Condominium Unit shall be part of the Common Expenses payable by all Owners in accordance with Article X of this Declaration. Section 6.11. Easements Deemed Created. All conveyances of Condominium Units hereafter made, whether by the Declarant or oth- erwise, shall be construed to grant and reserve the easements con- tained in this Article, even though no specific reference to such easements or to this Article appears in the instrument for such conveyance. Section 6.12. Recreational -Facilities. The recreational facilities of the Condominium Project consist of a recreation room, screening room, reading room, Jacuzzi, lobby/atrium and breakfast room/piano bar. The facilities will be available to the Owners, the Owners' family members, tenants, and guests, in accordance with the rules and regulations established by the Board for their use. There will be no fees or charges for the use of such facilities other than annual and special assessments. -16- • • . �_► ► now MOW : •\ Section 7.1. Mechanics' Lien. No labor performed on or materials furnished and incorporated in a Condominium Unit with the consent or at the request of the Owner thereof or the agent, contrac- tor, or subcontractor of an Owner shall be the basis for filing a lien against the Condominium Unit of any other Owner not expressly consenting or requesting the same or against the Common Elements. Nevertheless, a mechanics' lien for labor performed or materials fur- nished at the request of the Manager or the Board may be the basis for filing a lien against the Common Elements, although not against any of the Condominium Units. Section 7.2. Indemnification. Each Owner shall indemnify and hold harmless each of the other Owners from and against all liability arising from the claim of any lien claimant against the Condominium Unit of any other Owner or against the Common Elements for construction performed or for labor, materials, services, equip- ment, or other products incorporated into the Owner's Condominium Unit at such Owner's request or with the consent of an Owner. At the written request of any Owner, the Association shall enforce such indemnity by a default assessment against the Condominium Unit for which the labor was performed or materials furnished in the amount necessary to discharge the lien, including all costs incidental thereto, and obtain a discharge of the lien upon payment of the default assessment. MAINTENANCE RESPONSIBILITY Section 8.1. By the Owner. The Owner shall have the obligation to maintain and keep in good repair the interior surfaces of walls, ceilings, and floors (including carpeting, tile, wallpaper, paint, or other coverings), internal installations and fixtures, doors, windows and windowpanes, light fixtures and accessories, all appurtenant Limited Common Elements, and all fixtures or appliances, whether the same are Common Elements or not, located within such Owner's Condominium Unit. But if the Association should enter into a Management Agreement whereby the Owner's obligation to maintain and repair, as described in this Section 8.1, becomes the primary obliga- tion of the Manager, then the Owner's obligation to maintain and repair shall become secondary to such Manager's obligation. But if the Manager shall not perform such obligation to maintain and repair under the Management Agreement, then the Owner is obligated as provided in this Section. Utilities may not be disturbed or relocated by an Owner without the written consent and approval of the -17- Board. Notwithstanding the foregoing, an Owner shall not be responsible for repair occasioned by casualty covered by Article XIV, except to the interior of such Owner's Condominium Unit, unless such casualty is due to the act or negligence of the Owner or of the guests, invitees, or tenants of an Owner. Section 8.2. By the Association. The Association shall maintain, replace, improve, and keep in good repair, as a Common Expense, and without the requirement of approval of the Owners, all of the General Common Elements, including personal property located thereon, not required to be maintained and kept in good repair by an Owner. The Association shall be responsible for the maintenance and repair of exterior surfaces of the Building, including, without limi- tation, painting as often as necessary, the replacement of trim and caulking, the maintenance and repair of roofs, the maintenance and repair of other Common Elements, including utility lines, and other improvements or material located within or used in connection with the General Common Elements. The cost of such management, operation, maintenance, and repair by the Association shall be borne as a Common Expense. An Owner shall reimburse the Association for any expendi- ture incurred for replacing or repairing any General Common Element and facility damaged through fault of an Owner, the guest, invitees, or tenants of an Owner, and the Association shall be entitled to a default assessment against such Owner for such amount payable, col- lectible, and enforceable as provided in Section 10.4 hereof. Section 9.1. In General. The administration of the Condominium Project shall be by the Association, subject to the Project Documents. Section 9.2. Membershio. An Owner shall automatically become a member of the Association and shall remain a member for the period of ownership. Membership shall be appurtenant to and may not be separated from ownership of a Condominium Unit. The foregoing does not include persons or entities who hold an interest merely as security for the performance of an obligation. No Owner, whether one or more persons, shall have more than one membership per Condominium Unit owned, but all of the persons owning each Condominium Unit shall be entitled to rights of membership and of use and enjoyment appurte- nant to ownership of a Condominium Unit. Section 9.3. Classes of Membership and Voting Rights. There shall be two classes of membership designated Class A and Class B. The rights of members of each class shall differ only as to voting rights as follows: Class A: Class A members shall be all Owners, with the exception of the Declarant. Each Owner shall be entitled to one vote for each Condominium Unit owned; there shall be only one vote per Condominium Unit. When more than one person holds an interest in any Condominium Unit all such persons shall be members. Any Owner of an Employee Unit or Dining Room/Kitchen Unit which is leased may assign the voting right appurtenant to such unit to the lessee, provided that a copy of the instrument of assignment is furnished to the Secretary of the Association prior to any meeting. Class B: The Class B member(s) shall be the Declarant, any successor of Declarant who takes title for the purpose of development and sale and who is designated as such in a recorded instrument, and any general partner of Declarant who takes title to a Condominium Unit. Class B members shall be entitled to two votes for each Condominium Unit owned. The Class B membership shall terminate on the happening of either of the following events, whichever occurs earlier: (a) when the total votes outstanding in the Class A member- ship are equal to or greater than the total votes outstanding in the Class B membership; or (b) on December 31, 1989. Notwithstanding the foregoing, the Class B membership shall not ter- minate if, within 120 days after the condition referred to in subsection (a) is fulfilled, additional Condominium Units are created pursuant to Article II of this Declaration, and, as a result of such addition, the Class B membership is greater than the Class A membership. From and after the termination of the Class B member- ship, the Declarant and any designated successor shall be entitled to one vote for each Condominium Unit owned. Section 9.4. Voting Rights. When more than one person holds an interest in any Condominium Unit the vote for such Condominium Unit shall be exercised as they among themselves deter- mine, and the Secretary of the Association shall be notified of such designation prior to any meeting. In the absence of such advice, the Condominium Unit's vote shall be suspended in the event more than one person or entity seeks to exercise it. Any member may cast such member's vote in person or by proxy, as provided in the Association's Bylaws. Proxies shall be filed with the Secretary of the Association prior to any meeting. Section 9.5. No Transfer. Except as otherwise expressly stated herein, any of the rights, interests, and obligations of the Association set forth herein or reserved herein may not be transferred or assigned to any other person or entity. No such transfer or assignment shall relieve the Association of any of the -19- obligations set forth herein. Any such transfer or assignment shall not revoke or change any of the rights or obligations of any Owners as set forth herein. Section 9.6. Use of the Common Elements. The Association, subject to the rights of Owners with respect to the interior of the Condominium Units, shall be responsible for the exclusive management and control of the Common Elements and all improvements thereon (including furnishings and equipment related thereto), and shall keep the same in good, clean, attractive, and sanitary condition, as provided in Section 8.2. Section 9.7. Emnlovment of Services. The Association may obtain and pay for the services of a professional Manager at a com- pensation established by the Board to perform such duties and ser- vices as the Board shall authorize. The Board may delegate to the Manager, subject to the Board's supervision, all of the powers granted to the Board by the Project Documents, other than the powers set forth in the Bylaws. In addition, the Association may employ such other personnel as the Association shall determine to be neces- sary or desirable for the proper operation of the Condominium Project, whether such personnel are furnished or employed directly by the Association or by any person or entity with whom or which it contracts. The Association may obtain and pay for legal and account- ing services necessary or desirable in connection with the operation of the Condominium Project or the enforcement of the Project Documents. The Association may arrange with others to furnish light- ing, heating, water, power, trash collection, snow removal, grounds maintenance, sewer service, and other common services to the Common Elements and the Association. The cost of such services shall be borne as a Common Expense. Any contract of employment with a Manager or for any services to be provided by the Declarant, or any other contract or lease entered into during the period of Declarant con- trol, as described in Section 9.3, shall have a term not to exceed five years and shall provide for termination by either party without cause and without payment of a termination fee on 90 days or less written notice. Section 9.8. Right of Association to Own and/or Lease and/or Sublease Condominium Units. T h e Association m a y own Condominium Units within the Condominium Project as provided in Section 6.10. The Association may use the Condominium Units for its own purposes, or may lease or sublease such Condominium Units to another for any purpose consistent with the Project Documents. Use of the Employee Units and the Dining Room/Kitchen Unit is limited as provided in Article XI of the Declaration. The Association is spe- cifically obligated and authorized to cure a mortgage or deed of trust which is in default on a Condominium Unit as part of the acquisition of title to such Condominium Unit, or to purchase the -20- Condominium Unit at a tax or foreclosure sale, if otherwise permitted by law. Section 9.9. Personal Property for Common Use. The Association may acquire and hold tangible and intangible personal property for the use and benefit of all of the Owners and may dispose of the same by sale or otherwise, and a beneficial interest in such property shall be deemed to be owned by each Owner in the same pro- portion as such Owner's respective interest in the Common Elements, as an appurtenance to such Owner's Condominium Unit. Each Owner may use such property in accordance with the purpose for which it is intended, without hindering or encroaching upon the lawful rights of other Owners, subject to reasonable rules and regulations of the Association. Section 9.10. Rules and Regulations. The Association shall have the authority to adopt, and from time to time to amend and revoke in its sole discretion, reasonable rules and regulations gov- erning the use of the Condominium Units and the Common Elements, which rules and regulations shall be consistent with the rights and duties established in this Declaration. Such rules and regulations may include, without limitation: (a) the requirement that interior window coverings, including draperies, shades, and the interior sur- faces of any window or door glass used in Condominium Units shall present a uniform appearance of type and color from the exterior of the Building; and (b) that the Association shall have the right to inspect and approve all proposed window coverings to assure compli- ance with such rule before installation thereof in any Condominium Unit. The Association may suspend any Owner's voting rights in the Association during any period or periods during which such Owner fails to comply with such rules and regulations, or with any other obligations of such Owner under this Declaration. The Association may assess a fine against such Owner, may take judicial action against any Owner to enforce compliance with such rules and regula- tions, or other obligations under the Project Documents, and may obtain damages for noncompliance, all to the extent permitted by law. Section 9.11. Identity of Board. From time to time, but not less than annually, there shall be mailed by the Association to each Owner a notice containing the names and addresses of the members of the Board and of the Manager, if any. Section 9.12. Books and Records. The Association shall make available for inspection, upon request, during normal business hours or under other reasonable circumstances, to Owners and lenders, and to holders, insurers, or guarantors of a First Mortgage on any Condominium Unit, current copies of this Declaration, the Articles and Bylaws of the Association, all rules and regulations, and the -21- books, records, and financial statements of the Association. The Association may charge a reasonable fee for copying such materials. Section 9.13. Working Capital Account. In order to pro- vide the Association with adequate working capital, the Association shall receive upon the initial sale or lease of each Condominium Unit an amount equal to three monthly installments of the estimated annual assessment at the time of the sale or lease. This payment to the Association shall only apply to the first sale or first lease by Declarant of each Condominium Unit. This contribution shall be in addition to any monthly installments of the annual assessment which may be due at the time of such sale or lease. The working capital f and shall be held in a segregated account f or the use and benef it of the Association. Section 9.14. Implied_ Rights. The Association may exer- cise any oth . right or privilege given to it expressly by this Declaration or the Bylaws, and every other right or privilege reason- ably to be implied from the existence of any right or privilege given to it herein or reasonably necessary to effectuate any such right or privilege. Section 10.1. Creation of the Lien and Personal Obligations for Assessments. The Declarant, for each Condominium Unit owned within the Property, hereby covenants, and each Owner, by acceptance of a deed therefor, whether or not it shall be so expressed in any such deed, is deemed to covenant and agree to pay to the Association: (a) annual assessments or charges as provided herein, (b) special assessments for capital improvements and other purposes as stated herein, to be fixed, established, and collected from time to time as hereinafter provided, and (c) default assess- ments which may be assessed against an Owner's Condominium Unit pur- suant to the Project Documents for failure to perform an obligation under the Project Documents or because the Association has incurred an expense on behalf of the Owner under the Project Documents. The annual, special, and default assessments, together with interest, costs, and reasonable attorneys' fees, shall be a charge on the Condominium Unit and shall be a continuing lien upon the Condominium Unit against which each such assessment is made until paid. Each such assessment, together with interest, costs, and reasonable attorneys' fees, shall also be the personal obligation of the person who was the Owner of such Condominium Unit at the time when the assessment fell due. The lien of each such assessment shall be superior to and prior to any homestead exemption now or hereafter provided by the laws of the State of Colorado. -22- Section 10.2. Annual Assessments. All Owners shall be obligated to pay the estimated assessments imposed by the Board to meet the Common Expenses. 10.2.1 Purpose. The annual assessments shall be used exclusively to promote the recreation, health, safety, and wel- fare of the Owners, and for the improvement, maintenance, opera- tion, and management of the Common Elements. Common Expenses include the cost of maintenance and operation of the Common Elements, expenses of management including on -site management and maintenance, taxes and special assessments (unless sepa- rately assessed), insurance premiums, landscaping, care of grounds, snow removal, lighting, repairs and renovations, wages, water and utility charges for the Condominium Project, including light, gas, electric power, sewer, telephone, television service and air conditioning, legal and accounting fees, management fees, expenses and liabilities incurred by the Board or by the Manager under or by reason of the Project Documents, payment of any deficit remaining from a previous -assessment period, the creation of a reasonable contingency or other reserve or surplus fund for maintenance, repair and replacement of those Common Elements that must be replaced on a periodic basis, and all other costs and expenses of operating, managing, and maintaining the Condominium Project, all of which shall be Common Expenses. 10.2.2 Calculation and Discussion. The Board shall prepare a budget for the upcoming fiscal year, and an estimate of the assessments to be charged each Owner, and shall distrib- ute the budget and allocations to the Owners at least 30 days prior to the annual meeting of the Association. If the Association should enter into a Management Agreement whereby the Manager is obligated to prepare an annual budget of the esti- mated operating expenses and gross revenues of the Hotel Lenado, then the budget of the Board for the upcoming fiscal year may take into account the Manager's estimate of gross revenues in determining the estimate of assessments to be charged each Owner. The Owners shall have an opportunity to discuss the budget and the allocations at the annual meeting prior to their final approval. Thereafter, the Board shall approve the budget in final form, and shall determine, levy, and assess the Association's annual assessment to each Owner. 10.2.3 Collection, The Board may establish any rea- sonable system for the periodic collection of the annual assess- ment, in advance or arrears as deemed desirable. Initially, the annual assessment shall be made by the Board and shall be pay- able in equal monthly installments in advance on the first day of each calendar month. The omission or failure of the Board to fix the assessments for any assessment period shall not be deemed a waiver, modification, or release of the Owners from -23- their obligation to pay the same, and they shall continue to pay annual assessments at the level of the last assessment period for which assessments were fixed by the Board. 10.2.4 Date of Commencement of Annual Assessments; Due Dates, The annual assessments shall commence as to all Condominium Units within 60 days after conveyance of the first Condominium Unit to an Owner other than Declarant. The first annual assessment shall be prorated according to the number of months remaining in the calendar year. For the purposes of such proration, less than a full month shall be treated like a full month unless fewer than 15 days remain in the month on the date of the conveyance. Section 10.3. Special Assessments. The Association may levy a special assessment in any fiscal year, payable over such a period as the Association may determine, for the purpose of defray- ing, in whole or in part, the cost of any construction or reconstruc- tion, unexpected repair, or replacement of the Condominium Project or any part thereof, or for any other expense or purchase incurred or to be incurred as provided in the Project Documents. This Section shall not be construed as an independent source of authority for the Association to incur expenses, but shall be construed to describe the manner of assessing for expenses authorized by other Sections hereof. The Owners shall not be required to approve such special assessments unless such assessment exceeds five percent of the gross annual budget of the Association for that year. In such event, the assessment will require the approval of 67% of the vote of all Owners who are voting in person or by proxy at a special meeting of Owners duly called as provided in the Bylaws for the purpose, attended by at least 50% of the Owners, in person or by proxy, written notice of which shall be sent to all Owners at least ten days in advance and which shall set forth the purpose of the meeting. Notice in writing of the amount of any such special assessment and the time for payment thereof shall be given promptly to the Owners, and no payment shall be due less than 30 days after such notice shall have been given. Section 10.4. Default Assessments. All monetary fines assessed against an Owner as provided in Article III, Sections 5.4, 6 .3 , 7.2 , 8.2 , 9 .10 , 13.6.1, and pursuant to the Project Documents, including all of the Association's costs, including reasonable attorneys' fees, and any expense of the Association which is the obligation of an Owner or which is incurred by the Association on behalf of an Owner pursuant to the Project Documents, shall be a default assessment and shall become a lien against such Owner's Condominium Unit which may be foreclosed or otherwise collected as provided herein. Notice in writing of the amount of such default assessment and the time for payment thereof shall be given promptly to the affected Owner, and no payment shall be due less than 30 days after such notice shall have been given. -24- Section 10.5. Apportionment of Assessments. Assessments shall be apportioned among the Condominium Units as follows: 10 .5 .1 Annual and Special Assessments. T h e total annual assessment for each year and any special assessment shall be apportioned among the Condominium Units in proportion to the undivided interest in the Common Elements as shown in Exhibit D attached hereto appurtenant to each Condominium Unit, provided, however, the Association may, as part of the annual assessment or any special assessment, impose separate and additional charges on any Owner or group of Owners who are the recipients of services for their sole benefit. The Association's reason- able determination of such separate and additional charges shall be final. 10.5.2 Default Assessments. Default assessments shall be assessed against affected Condominium Units from time to time in the amounts provided in Section 10.4. In case of multiple owners of a Condominium Unit, each such Owner shall be jointly and severally liable personally for each such assessment. The total annual assessment shall be apportioned among all Condominium Units as provided herein and shall not be apportioned between General Common Elements and Limited Common Elements except as provided in Section 10.5.1. Section 10.6. Effect of Non-payment of Assessments Lien; Remedies of Association. Any assessment installment, whether of an annual, special, or default assessment, which is not paid within 15 days of its due date, shall be delinquent. In the event that an assessment installment becomes delinquent, the Association, in its sole discretion, may take any or all of the following actions: 10.6.1 Assess a late charge of up to $50 per delin- quency; 10.6.2 Assess an interest charge from the date of delinquency (or the date of acceleration as provided in subparagraph 10.6.4) at the rate per annum of two percent above the prime rate charged by the Association's bank, or such other rate as may from time to time be established by the Board; 10.6.3 Suspend the voting rights of the Owner during any period of delinquency; 10.6.4 Accelerate all remaining assessment install- ments for the f iscal year in question so that they shall be due and payable at once; -25- • • 10.6.5 Bring an action at law against any Owner personally obligated to pay the delinquent installments; or 10.6.6 File a Statement of Lien with respect to the Condominium Unit, and foreclose on the Condominium Unit as set forth in more detail below. The Association may file a Statement of Lien by recording with the Clerk and Recorder of Pitkin County, Colorado, a written statement with respect to the Condominium Unit setting forth the name of the Owner, the legal description of the Condominium Unit, the name of the Association, and the amount of delinquent assessments then owing, which Statement shall be duly signed and acknowledged by the President or a Vice -President of the Association or by the Manager, and which shall be served upon the Owner of the Condominium Unit by mail to the address of the Condominium Unit or at such other address as the Association may have in its records for the Owner. Thirty days following the mailing of such notice, the Association may pro- ceed to foreclose the Statement of Lien in the same manner as pro- vided for the foreclosure of mortgages under the statutes of the State of Colorado. Such lien shall be in favor of the Association and shall be for the benefit of all other Owners. In either a per- sonal or foreclosure action, the Association shall be entitled to recover as a part of the action, interest, costs, and reasonable attorneys' fees with respect to the action. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Elements or abandonment of his Condominium Unit. In addition to the above, the Association may charge a reason- able fee, not less than $10, for all returned checks, and the assess- ment installment paid by a check which has been returned uncollected shall be deemed delinquent and subject to the remedies set forth above until paid. The remedies herein provided shall not be exclu- sive and the Association may enforce any other remedies to collect delinquent assessments as may be provided by law. Section 10.7. Successor's Liability for Assessments. Notwithstanding the personal obligation of each Owner of a Condominium Unit to pay all assessments thereon and notwithstanding the Association's perpetual lien on a Condominium Unit for such assessments, all successors to the fee simple title of a Condominium Unit shall be jointly and severally liable with the prior Owner or Owners thereof for any and all unpaid assessments, interest, late charges, costs, expenses, and attorneys' fees against such Condominium Unit, without prejudice to any such successor's right to recover from any prior Owner any amounts paid thereon by such successor. This liability of a successor shall not be personal and shall terminate upon termination of such successor's fee simple interest in the Condominium Unit. In addition, such successor shall be entitled to rely on the Statements contained in any certificate issued by or on behalf of the Association under Section 10.8 hereof. -26- Section 10.8. Statement of Status of Payment. Upon ten days' written notice to the Treasurer of the Association or the Manager, and payment of a reasonable fee set by the Association from time to time, any Owner, prospective purchaser, or mortgagee of a Condominium Unit shall be furnished a statement of the account for such Condominium Unit setting forth: 10.8.1 The amount of any unpaid assessments (whether annual, special, or default assessments), interest, late charges, costs, expenses, and attorneys' fees then existing against the particular Condominium Unit; 10.8.2 The amount of the current monthly installments of the annual assessment and the date through which they are paid; and 10.8.3 Any other information deemed proper by the Association. The information contained in such statement, when signed by the Treasurer or Manager, shall be conclusive upon the Association as to the person or persons to whom such statement is issued and who rely on it in good faith. Section 10.9. Protection of First Mortgagees. 10.9.1 Notice, The Association shall give written notice to any First Mortgagee of any default hereunder which is not cured within 60 days or of any unpaid assessments remaining in default or unpaid for longer than 60 days after the same shall have become due, if such First Mortgagee first shall have furnished to the Association a written request for such notice, together with the address of the First Mortgagee. 10.9.2 .Subordination. Any First Mortgagee who obtains title to a Condominium Unit through foreclosure of its First Mortgage, through other remedies provided in the First Mortgage, or by a deed in lieu of foreclosure shall not be liable for unpaid assessments, whether annual, special, or default assessments, accruing prior to the date of the vesting of title to the Condominium Unit in the First Mortgagee, and the lien of all assessments provided for hereunder shall be subordi- nate to the lien of each First Mortgage. Such First Mortgagee shall be able to convey title to its successor free and clear of such assessments. Furthermore, sale or transfer of a Condominium Unit pursuant to a decree of foreclosure or by a public trustee's foreclosure, or any other proceeding or deed in lieu of foreclosure, shall extinguish the lien of such assessments as to installments which became due prior to such sale or transfer, and the amount of such extinguished lien may -27- be reallocated and assessed to all Condominium Units as a Common Expense at the direction of the Board. Nothing herein shall be construed to prevent annual, special, or default assessments accruing after the date of the vesting of title to the Condominium Unit in such First Mortgagee from attaching to and becoming a lien against the Condominium Unit thereafter. Section 11.1. Employee Units. Two Condominium Units of the Condominium Project, designated as Employee Unit "A" and Employee Unit "B" in Exhibit B and on the Condominium Map, shall be Employee Units. The Employee Units shall be subject to the Project Documents in all respects except as expressly set forth in this Article. The title to the Employee Units shall be held by the Declarant. The Association may lease the Employee Units from the Declarant. 11.1.1 Deed Restrictions. Employee Unit "A" is deed restricted to the "middle income" employee housing guidelines of the City of Aspen. Employee Unit "B" is deed restricted to the "low income" employee housing guidelines of the City of Aspen. 11.1.2 Rental of Employee Unit. S h o u l d t h e Association sublease Employee Units to its employees, the writ- ten sublease shall be in a form that has been approved by the Board. Section 11.2. Dining Room/Kitchen Unit. One Condominium Unit of the Condominium Project, designated as such in Exhibit B and on the Condominium Map shall be the Dining Room/Kitchen Unit. The Dining Room/Kitchen Unit shall be subject to the Project Documents except as expressly set forth in this Article. The Dining Room/ Kitchen Unit shall be used only as a restaurant facility. The title to the Dining Room/Kitchen Unit shall be held by the Declarant. The Association may lease the Dining Room/Kitchen Unit from the Declarant. The Association shall have the right to sublease the Dining Room/Kitchen Unit, and such sublease shall be in a form that has been approved by the Board. 11.2.1 Ingress and Egress. In addition to the rights of access for ingress and egress enjoyed by all other Owners, the Declarant hereby reserves and grants to the Dining Room/ Kitchen Unit the right of ingress and egress for all employees, licensees, and business invitees for all business purposes of the occupant, whether Owner, tenant, or subtenant, of the Dining Room/Kitchen Unit. 11.2.2 Special Use Restrictions.' The business of the occupant of the Dining Room/Kitchen Unit, whether Owner, tenant, or subtenant, may be operated in the manner and at the hours deemed most convenient by such occupant, provided that the oper- ation of such business does not unreasonably interfere with the use of the Condominium Units for short-term rental accommoda- tions and vacation residences. 11.2.3 Recreational Faci_1_ities= The Owner of the Dining Room/Kitchen Unit, or any occupant thereof, shall not acquire any rights to use the recreational facilities of the Condominium Project, as described in Section 6.12, by reason of such ownership or occupancy. 11.2.4 Maintenance; Decoration. The Common Elements used by the Owner or other occupant of the Dining Room/Kitchen Unit shall be maintained by the Association as elsewhere pro- vided herein to the same standards as are employed for the rest of the Condominium Project. Maintenance to a higher standard or particular decoration of the exterior of the Dining Room/Kitchen Unit, whether inside or outside the Building, and including placement of all signs on the exterior of the Dining Room/ Kitchen Unit, shall be planned in consultation with and subject to the approval of the Association, which approval shall not be unreasonably withheld. If maintenance of the exterior of the Dining Room/Kitchen Unit to a higher standard than the mainte- nance of the exterior of the rest of the Common Elements is requested by the Owner, or occupant of the Dining Room/Kitchen Unit or required for any reason, the additional cost of such maintenance shall be assessed by the Board against the Dining Room/Kitchen Unit. If, at any time a written description or sketch of such plans are delivered to the Secretary of the Association by the Owner of the Dining Room/Kitchen Unit, or occupant, and a response is not received within 30 days thereaf- ter, such plans shall be deemed approved as submitted. 11.2.5 Insurance. The Owner of the Dining Room/ Kitchen Unit shall maintain or cause to be maintained additional liability insurance in the amount of $1,000,000 on the Dining Room/Kitchen Unit, Limited Common Elements appurtenant to the Dining Room/Kitchen Unit, and those portions of the General Common Elements regularly used by employees, agents, licensees, or business invitees of the owner or occupant of the Dining Room/Kitchen Unit. To the extent feasible, this additional cov- erage may be included in the Association's blanket liability policy with the additional premium therefor to be paid to the Association by the Owner or occupant of the Dining Room/Kitchen Unit. -29- Section 12.1. General Character of Use. The Condominium Units, except the Employee Units and the Dining Room/Kitchen Unit, shall be used for short-term rental accommodations and vacation residences. No other use for business purposes shall be permitted. In no event shall any use be made of the Condominium Units which is not permitted under the zoning restrictions applicable to the Property. Section 12.2. Right of Association to Use Common Elements. The Association shall have the right, but not the obligation, to use any Condominium Unit owned and/or leased by it for the purpose of maintaining an office for the Association, or for storage, recrea- tion, or any other use which the Association determines is consistent with the operation of the condominium regime. The Association may also maintain offices, storage areas, conference areas, and recrea- tion areas elsewhere within the General Common Elements. Section 12.3. Compliance with Law. No immoral, improper, offensive, or unlawful use shall be permitted or made of any part of the Condominium Project. All valid laws, ordinances, and regulations of all governmental bodies having jurisdiction over the Condominium Project shall be observed. Section 12.4. No Unauthorized Additions, Alterations, or (Decorations. There shall be no exterior additions, alterations, or decorations to the Building, or any walls and other structures and no alterations to a Condominium Unit which may affect the Common Elements shall be commenced, erected, or maintained without the prior written approval of the Board. In addition, there shall be no addi- tions, alterations, or improvements by the Board or Manager of or to the General and Limited Common Elements requiring an expenditure in excess of $5,000 in any one calendar year without the prior written approval of 51% of the Owners. Section 12.5. Noxious Odors Light; Sound. No 1 i gh i s shall be emitted from any Condominium Unit which are unreasonably bright or cause unreasonable glare; no sounds shall be emitted from any Condominium Unit which are unreasonably loud or annoying; and no odors shall be emitted from any Condominium Unit which are noxious or offensive to others. Section 12.6. Use of Common Elements. There shall be no obstruction of the Common Elements, nor shall anything be kept or stored on any part of the Common Elements without the prior written approval of the Board. Nothing shall be altered on, constructed in, -30- or removed from the Common Elements without the prior written approval of the Board. Section 12.7. Prohibition of Increases in Insurable Risks and Certain Activities. Without the prior written approval of the Board nothing shall be done or kept in any Condominium Unit or in or on the Common Elements, or any part thereof, which would result in the cancellation of the insurance on the Condominium Project, or any part thereof, or increase the rate of the insurance, or any part thereof, over what the Association, but for such activity, would pay. Nothing shall be done or kept in any Condominium Unit, or in or on the Common Elements, or any part thereof, which would be in viola- tion of any statute, rule, ordinance, regulation, permit, or other imposed requirement of any governmental body. No damage to, or waste of, the Common Elements or any part thereof shall be committed by any Owner, or by any member of any Owner's family, or by any guest, invi- tee, or contract purchaser of any Owner, and each Owner shall indem- nify and hold the Association and the other Owners harmless against all loss resulting from any such damage or waste caused by him, the members of his family, or his guests, licensees, invitees, or con- tract purchasers. Section 12.8. Antennas. Without the pr for wr itten approval of the Board, no exterior television, radio, satellite, or other communication antennas, dishes, or aerials of any type shall be placed, allowed, or maintained on or be visible from any portion of the Common Elements or the Condominium Units. Notwithstanding the preceding, the Declarant or its agents shall have the right to install a master antenna system without prior written approval of the Board. Section 12.9. Improvements Prohibited. No used or sec- ondhand structure, no building of a temporary character, no mobile home, recreational vehicle, house trailer, tent, shack, or outbuild- ing shall be placed or used on the Property, either temporarily or permanently, or used for temporary or permanent sleeping or living purposes on the Property; except that necessary appurtenances for and during actual construction may be used, and trailers and structures of a temporary nature may be used during the period of permanent con- struction and sale of an approved and allowed improvement, but for no longer period than 12 months without the written consent of the Board, which consent shall not be unreasonably withheld. Section 12.10. Signs. No signs, billboards, posterboards, or advertising structure of any kind shall be erected or maintained for any purpose whatsoever except such signs as have been approved by the Board. Any signs which are permitted shall be erected or main- tained on the Property only with the prior written approval of the Board, which approval shall be given only if such signs shall be of attractive design and shall be as small a size as reasonably possible -31- and shall be placed or located as directed or approved by the Board. Notwithstanding anything herein to the contrary, Declarant or its agents shall have the right to erect signs without prior written approval of the Board, during the period of Declarant control as described in Section 9.3. Section 12.11. No dogs, cats, other customary household pets, or any or other animal may be kept on the Property. Section 12.12. Abandoned or Inoperable Vehicles. Abandoned or inoperable automobiles or vehicles of any kind, except as hereinafter provided, shall not be stored or parked on any portion of the Property. "Abandoned or inoperable vehicle" means any vehicle which has not been driven under its own propulsion for a period of three weeks or longer. A written notice describing the "abandoned or inoperable vehicle" and requesting removal thereof may be personally served upon the Owner or posted on the unused vehicle; and if such vehicle has not been removed within 75 hours thereafter, the Association shall have the right to remove the same without liability to it, and the expense thereof shall be charged against the Owner. Section 12.13. Declarant's Use. Notwithstanding any pro- visions contained in this Declaration to the contrary, it shall be expressly permissible and proper for Declarant and Declarant's employees, agents, independent contractors, successors, and assigns involved in the construction of improvements on the Property, or other real property owned by Declarant, or the providing of utility service therefor to perform such activities and to maintain upon such portions of the Property as Declarant deems necessary such facilities as in the sole opinion of Declarant may be reasonably required, con- venient, necessary, or incidental to such construction and sale, spe- cifically including, without limiting the generality of the forego- ing, maintaining a business office, storage areas, a construction yard and equipment, signs, model units, and a sales office. Section 12.14. Leasing. The Owner of a Condominium Unit, but not including the Employee Units, or the Dining Room/Kitchen Unit, shall not have the right to rent or lease such Condominium Unit without the prior written approval of the Board. Rental of the Condominium Units, except the Employee Units and Dining Room/Kitchen Unit, shall be allowed only as provided in Article III. Section 13.1. Hazard Insurance. The Association shall obtain a master or blanket insurance policy (denoting single entity condominium insurance coverage) for all insurable improvements on the Common Elements in an amount equal to the full replacement value -32- (i.e., 100% of the current replacement cost exclusive of land, foundation, excavation, depreciation on personal property, and other items normally excluded from coverage) of the Common Elements which shall include fixtures and building service equipment to the extent that they are Common Elements, common personal property and supplies, and other common personal property belonging to the Association, cov- ering any fixtures, equipment, or other property within any Condominium Unit to be financed by mortgages to be purchased by FNMA (whether or not Common Elements) and further covering fixtures and chattels within any Condominium Unit, except the Dining Room/Kitchen Unit, that are installed, supplied or required by the Declarant, but not including any additional furniture, furnishing or other personal property supplied or installed by the Owner of any Condominium Unit. Such policy shall include, if applicable, a standard form of mort- gagee clause, a "Demolition Cost Endorsement" or its equivalent, an "Increased Cost of Construction Endorsement" or the equivalent, and a "Contingent Liability from Operation of Building Laws Endorsement" or the equivalent. In addition, such policy shall afford protection against at least the following: 13.1.1 Loss or damage by fire and other hazards cov- ered by the standard extended coverage endorsement with the standard "all-risk" endorsement, and by sprinkler leakage, debris removal, cost of demolition, vandalism, malicious mis- chief, windstorm, and water damage; 13.1.2 In the event the Common Elements contain a steam boiler, a broad form policy of repair, and replacement boiler and machinery insurance in the amount of at least $100,000 per accident per location; and 13.1.3 Such other risks as shall customarily be cov- ered with respect to projects similar in construction, location, and use to the Condominium Project, including innkeepers' insur- ance and plate or other glass insurance. Section 13.2. Liability Insurance. The Association shall obtain a comprehensive policy of public liability insurance insuring the Association and its members for all liability for property damage, bodily injury, or death in connection with the operation, maintenance, or use of the Common Elements, commercial spaces, or public ways within the Condominium Project, and legal liability aris- ing out of lawsuits related to employment contracts of the Association. Such comprehensive policy of public liability insurance shall include a "Special Condominium Endorsement" or equivalent cov- erage which would preclude the insurance company from denying the claim of any Owner because of the negligent acts of the Association or any other Owner, with a limit of not less than $1,000,000 covering all claims for personal injury, including death, or property damage arising out of a single occurrence. Such comprehensive policy of -33 - public liability insurance shall also include protection against water damage liability, liability for non -owned and hired automo- biles, liability for property of others, and, if applicable, garagekeeper's liability, host liquor liability, contractual and all - written contract insurance, employers' liability insurance, and such other risks as shall customarily be covered with respect to projects similar in construction, location, and use to the Condominium Project. Section 13.3. Fidelity Bonds. The Association shall obtain fidelity bonds to protect against dishonest acts on the part of its officers, trustees, and employees and on the part of all others who handle or are responsible for handling the funds of or administered by the Association. In addition, if responsibility for handling funds is delegated to a Manager, such bonds shall be required for its officers, employees, and agents. Such fidelity cov- erage shall name the Association as an obligee and shall be written in an amount equal to at least the greater of (a) three months' assessments plus reserves or (b) 150% of the estimated annual operat- ing expenses of the Condominium Project plus reserves. Such bonds shall contain waivers by the issuers of all defenses based upon the exclusion of persons serving without compensation from the definition of "employees," or similar terms or expressions. Section 13.4. Flood Insurance. If the Condominium Project is located in an area identified by the Secretary of Housing and Urban Development as an area having special flood hazards and for which flood insurance has been made available by the National Flood Insurance Program, a "blanket" policy of flood insurance must be maintained by the Association in the amount of 100% of the current replacement cost (as explained in Section 13.1 hereof) of the Building and other insurable property on the Common Elements, or the maximum limit of coverage available for such property under the National Flood Insurance Act of 1978, as amended, whichever is less, in a form which satisfies the most current guidelines on the subject issued by the Federal Insurance Administrator. Section 13.5. Provisions Common to Hazard Insurance, Liability Insurance, and Fidelity Insurance. A n y I n s u r a n c e Coverage obtained by the Association under the provisions of Sections 13.1, 13.2, 13.3, and, if required, 13.4 hereof shall be subject to the following provisions and limitations, to the extent possible: 13.5.1 The named insured under any such policies shall be the Association, for the use and benefit of the Owners, or its authorized representative, including any trustee with which the Association may enter into any Insurance Trust Agreement, or any successor trustee (each of which is sometimes referred to in this Section 13.5 as the "Insurance Trustee") who shall have exclusive authority to negotiate losses under such -34- policies. The policies shall provide for recognition of any Insurance Trust Agreement entered into. Loss payable shall be in favor of the Association (or Insurance Trustee) as a trustee for each Owner and each Owner's First Mortgagee, if any, as their interests shall appear, in proportion to the Owner's per- centage ownership of the Common Elements as set forth in Exhibit D attached hereto. 13.5.2 The policies shall provide that coverage shall not be prejudiced by (a) any act or neglect of the Owners when such act or neglect is not within the control of the Association or (b) by failure of the Association to comply with any warranty or condition with regard to any portion of the Condominium Project over which the Association has no control. 13.5.3 The policies shall provide that coverage may not be cancelled or substantially modified (including cancella- tion for nonpayment of premium) without at least 10 days' prior written notice to any and all insureds named therein, including First Mortgagees, as may be applicable. 13.5.4 The policies shall contain a waiver of subro- gation by the insurer as to any and all claims against the Association and any Owner and their respective agents, employ- ees, or tenants, and of any defenses based upon co-insurance or upon invalidity arising from the acts of the insured. The poli- cies carried by the Association shall be primary in the event an Owner has insurance covering the same loss. 13.5.5 All policies of property insurance shall pro- vide that, notwithstanding any provisions thereof which give the carrier the right to elect to restore damage in lieu of making a cash settlement, such option shall not be exercisable without the prior written approval of the Association (or any Insurance Trustee) or when in conflict with the provisions of any Insurance Trust Agreement to which the Association may be a party or any requirement of law. 13.5.6 All policies shall be written with a company licensed to do business in Colorado, and holding a rating of B/VI or better in the financial category as established by A. M. Best Company, Inc., if reasonably available, or, if not available, the most nearly equivalent rating. 13.5.7 All casualty insurance policies shall have an inflation guard endorsement, if reasonably available, and an agreed amount endorsement with an annual review by one or more qualified persons, at least one of whom must be in the real estate industry and familiar with construction in the Pitkin County, Colorado, area. -35- 13.5.8 No policy may be cancelled, invalidated, or suspended on account of the conduct of any member of the Board, officer, or employee of the Association or its duly authorized Manager without prior demand in writing delivered to the Association to cure the defect and the allowance of a reasonable time thereafter within which the defect may be cured by the Association, its Manager, any Owner, or First Mortgagee. 13.5.9 Evidence of any insurance carried hereunder shall be delivered to any Owner or First Mortgagee of such Owner upon request. 13.5.10 During the period when any Condominium Unit in the Condominium Project is subject to a First Mortgage, such insurance policies shall contain standard mortgagee clause or equivalent endorsement (without contribution) which is commonly accepted by private institutional mortgage investors in Colorado and which appropriately names the First Mortgagee. Policies shall not (a) provide for contribution or assessment against the Association, the Owner, or a First Mortgagee in the policy, or under the charter or bylaws of the carrier; (b) make loss pay- ments contingent on action of the carrier's board of directors, policyholders, or members under the policy or under the charter or bylaws of the carrier; or (c) include any limiting clauses (other than insurance conditions) which could prevent a First Mortgagee or the Owners from collecting insurance proceeds. Section 13.6. Owner's Insurance. 13.6.1 hazard Insurance. Except as expressly pro- vided herein, no Owner shall separately insure such Owner's Condominium Unit against loss by fire or other casualty covered by any insurance carried by the Association. Should any Owner violate this provision, any diminution in insurance proceeds payable to the Association and other Owners, resulting from the existence of such other insurance, shall be chargeable to the Owner who acquired such other insurance. An Owner shall be required, however, to obtain fire and hazard insurance on such Owner's machinery, fixtures, personal property, furniture, improvements to the Condominium Unit supplied, installed or made by the Owner, and any other portions of such Owner's Condominium Unit which are not insured under the Association's hazard insur- ance policy, which shall be limited to the type and nature of coverage often referred to as "tenant's improvements and betterments." All such insurance separately carried shall con- tain waiver of subrogation rights by the carriers as to negli- gent Owners. -36- 13.6.2 Personal Liability Insurance, An Owner may carry such personal liability insurance, in addition to that carried by the Association, as such Owner may desire. 13.6.3 Other Insurance. The Owner may carry any other insurance which such Owner desires, provided that such insurance shall not reduce the coverage of the policies carried by the Association. Section 13.7. Officers and Directors' Personal Liability Insurance. To the extent obtainable at reasonable cost, appropriate officers' and directors' personal liability insurance shall be obtained by the Association to protect the officers and directors from personal liability in relation to their duties and responsibili- ties in acting as officers and directors on behalf of the Association. Section 13.8. Other Insurance. The Association shall obtain workmen's compensation or similar insurance with respect to its employees, if any, in the amounts and forms as may now or hereaf- ter be required by law. The Association may obtain insurance against such other risks, of a similar or dissimilar nature, as it shall deem appropriate with respect to the Association's responsibilities and duties. Section 14.1. Association as Attorney In Fact. Each and every Owner hereby irrevocably constitutes and appoints the Association, or any Insurance Trustee designated by the Association, as such Owner's true and lawful attorney in fact in such Owner's name, place, and stead for the purpose of purchasing and maintaining insurance on the Property and dealing with the Property upon its damage or destruction as provided in this Article or a complete or partial taking as provided in Article XV hereof. Acceptance by any grantee of a deed or other instrument of conveyance from the Declarant or from any Owner shall constitute appointment of the attorney in fact as herein provided. As attorney in fact, the Association or any Insurance Trustee shall have the power to receive, collect and dispose of the proceeds of insurance in trust for the Owners and their First Mortgagees, as their interests may appear, in accordance with the provisions of this Declaration, and to negotiate losses and execute releases of liability, and shall have full and complete authorization, right, and power to make, execute, and deliver any contract, assignment, deed, waiver, or other instrument with respect to the interest of any Owner which may be necessary or appropriate to exercise the powers granted to the Association or any -37- Insurance Trustee as attorney in fact and shall have the power to perform any other acts necessary to accomplish such purposes. Section 14.2. Definitions. For the purpose of this Article and Article XV, the following definitions shall apply: 14.2.1 "Repair and reconstruction" means restoring the Condominium Project to substantially the same condition in which it existed prior to the damage or taking, with each Condominium Unit and the Common Elements having substantially the same vertical and horizontal boundaries as before. 14.2.2 "Total destruction" shall mean damage or destruction such as to render, in the judgment of the Board, all of the Condominium Units in the Building untenantable. 14.2.3 "Partial destruction" shall mean any damage or destruction less than total destruction. Section 14.3. Estimate of Damages or Destruction. As soon as practical after an event causing damage to or destruction of any part of the Condominium Project, the Association shall, unless such damage or destruction shall be minor, obtain an estimate or estimates that it deems reliable and complete of the costs of repair and reconstruction of that part of the Common Elements so damaged or destroyed. Section 14.4. Repair and Reconstruction. As soon a s practical after obtaining estimates, the Association shall diligently pursue to completion the repair and reconstruction of the part of the Condominium Project damaged or destroyed. As attorney in fact for the Owners, the Association or any Insurance Trustee may take any and all necessary or appropriate action to effect repair and reconstruc- tion and no consent or other action by any Owner shall be necessary in connection therewith. Assessments of the Association shall not be abated during the period of insurance adjustments and repair and reconstruction. Section 14.5. Funds for Repair and Reconstruction. The proceeds received by the Association from any hazard insurance shall be used for the purpose of repair, replacement, and reconstruction. If the proceeds of the insurance are insufficient to pay the esti- mated or actual cost of such repair and reconstruction, the Association may, pursuant to Section 10.3 hereof, levy, assess, and collect in advance from all Owners, without the necessity of a spe- cial vote of the Owners, a special assessment sufficient to provide funds to pay such estimated or actual costs of repair and reconstruction. Further levies may be made in like manner if the amounts collected prove insufficient to complete the repair and reconstruction. In any fiscal year, however, the Association may not, without the vote or written assent of 51% in interest of the Class A members other than Declarant, levy such special assessments which in the aggregate exceed five percent of the budgeted gross expenses of the Association for that fiscal year. Section 14.6. Disbursement of Funds for Repair and Reconstruction. The insurance proceeds held by the Association and the amounts received from the special assessments provided for in Section 14.5 hereof constitute a fund for the payment of the costs of repair and reconstruction after casualty. It shall be deemed that the first money disbursed in payment for the costs of repair and reconstruction shall be made from insurance proceeds, and the balance from the special assessments. If there is a balance remaining after payment of all costs of such repair and reconstruction, such balance shall be distributed to the Owners in proportion to the contributions each Owner made as a special assessment to the Association under Section 14.5 hereof, or, if no special assessments were made, then to each Condominium Unit in shares adjusted proportionately to the undi- vided interest of each Condominium Unit in the Common Elements as shown in Exhibit D attached hereto, without contributing from one share to another, in the following order of priority: 14.6.1 For payment of ad valorem real property taxes, special assessment liens duly imposed by a governmental subdivi- sion, and customary expenses of sale; 14.6.2 For payment of the balance of any First Mortgage; 14.6.3 For payment of unpaid Association assessments, whether annual, special, or default assessments, interest, cost, late charges, expenses and attorneys' fees; 14.6.4 For payment of junior mortgages and other liens in the order of and to the extent of their priority; and 14.6.5 The remaining balance, if any, shall be paid to the Owners of the Condominium Units in shares adjusted pro- portionately to the undivided interest of each Condominium Unit in the Common Elements as shown in Exhibit D attached hereto. Section 14.7. Decision Not to Rebuild. If Owners of 67% of the Condominium Units (other than Declarant) or 67% of the First Mortgagees (based upon one vote for each mortgage owned) of the Condominium Units agree in writing not to repair and reconstruct and no alternative improvements are authorized, then and in that event the Property shall be restored to its natural state and maintained as an undeveloped portion of the Common Elements by the Association in a neat and attractive condition, and any remaining insurance proceeds shall be distributed as provided in Section 14.6. -39- Section 15.1. Consequences of Condemnation. Whenever all or any part of the Condominium Project shall be taken by, or con- veyed in lieu of and under threat of condemnation by the Board acting on the written direction of the Owners of 67% of the Condominium Units to, any authority having the power of condemnation or eminent domain, each Owner shall be entitled to notice thereof and to partic- ipate in the proceedings incident thereto, unless otherwise prohib- ited by law. The condemnation award for such taking shall be payable to the Association as trustee for all Owners to be disbursed as pro- vided in this Article. Section 15.2. Complete Takina. In the event that the complete Condominium Project is taken, condemned, sold, or otherwise disposed of in lieu of or in avoidance of, condemnation, the Condominium Project under the Project Documents shall terminate. The condemnation award shall be apportioned among the Owners of each Condominium Unit in shares adjusted proportionately to the undivided interest of each Condominium Unit in the Common Elements as shown in Exhibit D attached hereto. The share allocated to each Condominium Unit shall be distributed according to the priority listing set forth in Section 14.6 hereof, provided that if a standard different from the value of the Condominium Project as a whole is employed to mea- sure the condemnation award in the negotiation, judicial decree, or otherwise, then in determining the shares of each Owner the same standard shall be employed to the extent it is relevant and applicable. Section 15.3. Partial Taking. In the event that less than the entire Condominium Project is taken, condemned, sold, or otherwise disposed of in lieu of or in avoidance of condemnation, the Condominium Project shall not terminate. Each Owner shall be enti- tled to a share of the condemnation award to be determined in the following manner: 15.3.1 As soon as practical, the Association shall, reasonably and in good faith, allocate the condemnation award between compensation, damages, or other proceeds, and shall apportion the amounts so allocated to taking of or injury to the Common Elements, severance damages, damages for the taking of or injury to a particular Condominium Unit (including damages for loss of goodwill and relocation damages) and improvements con- tained therein, and consequential damages and other damages. 15.3.2 The awards so allocated shall be apportioned as follows: (a) the amount allocated to the taking of or injury of the Common Elements shall be apportioned among the -40- Condominium Units in shares adjusted proportionately to the undivided interest of each Condominium Unit in the Common Elements shown in Exhibit D attached hereto; (b) the amount allocated to severance damages shall be apportioned among the Condominium Units which were not taken or condemned in shares adjusted proportionately to the undivided interest of each Condominium Unit in the Common Elements shown in Exhibit D attached hereto; (c) the amount allocated to the taking of or injury to a particular Condominium Unit and improvements con- tained therein shall be apportioned to the particular Condominium Unit; and (d) the amount allocated to consequential damages and other damages shall be apportioned as the Association determines to be equitable in the circumstances. 15.3.3 If an allocation of the condemnation award is already established in negotiation, judicial decree, or other- wise, then in allocating the condemnation award the Association shall employ such allocation to the extent it is relevant and applicable. Distribution of apportioned proceeds shall be dis- tributed according to the priority listing set forth in Section 14.6 hereof. Section 15.4. Reconstruction After a Partial Takina. If the taking involves a portion of the Common Elements on which improvements have been constructed, then, unless within 60 days after such taking 67% of the Owners shall otherwise agree, the Association shall restore or replace the improvements so taken on the remaining Property to the extent lands are available therefor, in accordance with plans approved by the Board. If such improvements are to be repaired or restored, the condemnation award allocable to such improvements shall be paid into a fund for reconstruction and repair and the provisions of Article XIV hereof regarding the disbursement and source of funds in respect to casualty damage or destruction which is to be repaired shall apply. Section 15.5. Reorganization. In the event a partial taking results in the taking of a complete Condominium Unit which is not reconstructed, the Owner thereof automatically shall cease to be a member of the Association. Thereafter the Association shall real- locate the ownership and voting rights among the remaining Owners in proportion to the undivided interest of each remaining Condominium Unit in the Common Elements as shown in Exhibit D attached hereto. -41- E • Section 16.1. Renewal and Reconstruction. The Owners of at least 67% of the Condominium Units and 67% of the First Mortgagees may agree that the Condominium Project is obsolete and adopt a plan for the renewal and reconstruction thereof. If a plan for the renewal or reconstruction of the Condominium Project is adopted, notice of such plan shall be recorded, and the expense of renewal and reconstruction shall be payable by all of the Owners as a special assessment under Section 10.3 hereof. An Owner who opposes such plan for renewal or reconstruction may require the Association to purchase such Owner's Condominium Unit rather than participate in the plan of renewal and reconstruction by observing the following procedure: 16.1.1 Notice, Such Owner shall give written notice to the Association within 15 days after the date of adoption of such plan of renewal and reconstruction that such Owner's Condominium Unit shall be purchased by the Association for the fair market value thereof. 16.1.2 Cancellation. The Association shall then have 30 days within which to cancel such plan or choose to purchase the Condominium Unit. 16.1.3 Purchase Price. If such plan is not cancelled the Owner and the Association shall attempt to agree on the fair market value of such Condominium Unit. 16.1.4 AiDuraisal. If the Association and the Owner are unable to agree on the purchase price, the date when either party notifies the other that it is unable to agree with the other shall be the "commencement date" and within ten days fol- lowing the commencement date, each party shall nominate an appraiser in writing and give notice of such nomination to the other party. If either party fails to make such a nomination, the nominated appraiser shall, within five days after such fail- ure, appoint and associate with another appraiser. The two appointed appraisers shall attempt to agree on a fair market value. If they are unable to agree within 20 days after the appointment of the last of them to be appointed, they shall appoint another appraiser to be umpire between them if they can agree on such person If they are unable to agree upon such umpire, each appraiser previously appointed shall nominate two appraisers within ten days after such failure to agree, and from the names of the four appraisers so nominated one shall be drawn by lot by any judge of any district court in Colorado, and the name so drawn shall be the umpire. The decision of the appraisers as to the fair market value or in the case of their -42- • disagreement then the decision of the umpire shall be final and binding. A judgment based upon the decision rendered may be entered in any court having jurisdiction thereof. The expenses and fees of the appraisers shall be borne equally by the Association and the Owner. In valuing the Condominium Unit, the appraisers shall consider the fair market value of such Condominium Unit with fixtures and permanent improvements made by the Owner. 16.1.5 Sale. The sale shall be consummated within 30 days after a final appraisal is reached. The Association shall pay the full purchase price in cash at the time of sale unless other terms are mutually agreed upon with the Owner. Section 16.2. Sale of Property. Owners of at least 67% of the Condominium Units, with the consent of 67% of the First Mortgagees of record at that time, may agree in writing that the Condominium Project is obsolete and that the same should be sold. In such event, the Association shall forthwith record a notice executed by the Association's President and Secretary setting forth such fact, and upon the recording of such notice the Condominium 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 and the other Project Documents. The sale's proceeds shall be collected, apportioned, and disbursed in equal shares to the Owners by the Association as attorney in fact for the Owners in the order of prior- ity as provided in Section 14.6. R(OHNem"Plawmaxwop Section 17.1. General. The following provisions are for the benefit of holders, insurers, or guarantors of First Mortgages on Condominium Units in the Condominium Project. To the extent applica- ble, necessary, or proper, the provisions of this Article XVII apply to both this Declaration and to the Articles and Bylaws of the Association. In the event of conflict between the Declaration and the Bylaws, or the Articles of Incorporation, the Declaration shall control. Section 17.2. Notice of Action. A holder, insurer, or guarantor of a First Mortgage who provides written request to the Association stating the name and address of such holder, insurer, or guarantor and identifying the Condominium Unit shall be an "eligible holder" and shall be entitled to timely written notice of: 17.2.1 Any condemnation loss or casualty loss which affects a material portion of the Condominium Project or which -43- affects any Condominium Unit on which there is a First Mortgage held, insured, or guaranteed by such eligible holder; 17.2.2 Any delinquency in the payment of assessments or charges owed by an Owner of a Condominium Unit subject to a First Mortgage held, insured, or guaranteed by such eligible holder which remains uncured for a period of 60 days; 17.2.3 Any lapse, cancellation, or material modifica- tion of any insurance policy or fidelity bond maintained by the Association; or 17.2.4 Any proposed action which would require the consent of a specified percentage of eligible holders, as required in Section 17.3 of this Article. Section 17.3. Other Provisions for the Benefit of Eligible Holders. To the extent permitted under Colorado law, the approval of 51% of the eligible holders shall be obtained before taking the fol- lowing actions: 17.3.1 Restoration or repair of the Condominium Project after a partial condemnation or damage due to an insur- able hazard which will not be performed substantially in accor- dance with the Project Documents and the original plans and specifications of the Condominium Project; 17.3.2 Any election to terminate the legal status of the Condominium Project after substantial destruction or a sub- stantial taking in condemnation of all or a portion of the Condominium Project; 17.3.3 A reallocation of interests in the Common Elements resulting from a partial condemnation or partial destruction; or 17.3.4 Any decision to terminate professional manage- ment after professional management has been required by any eli- gible holder. Section 17.4. Amendments to Documents. The following provisions do not apply to amendments to the Project Documents or termination of the Association made as a result of destruction, damage, or condemnation pursuant to Articles XIV, XV, and XVI, above. If consent of any eligible holder is requested in writing pursuant hereto and a negative response is not received by the Association within 30 days after such eligible holder's receipt thereof, then such eligible holder shall be deemed to have given its consent. -44- 17.4.1 The consent of at least 67% of the Class A votes and of the Declarant so long as it owns any Condominium Unit subject to this Declaration, the approval of 67% of the eligible holders of mortgages on Condominium Units subject to eligible holder mortgages, and the prior written approval of the Aspen City Council shall be required to terminate the legal status of the Condominium Project as a condominium. 17.4.2 The consent of at least 67% of the Class A votes and of the Declarant so long as it owns any Condominium Unit subject to the Declaration, the approval of 67% of the eli- gible holders of mortgages on Condominium Units subject to eli- gible mortgages, and the prior written approval of the Aspen City Council shall be required to add to or amend any material provisions of the Project Documents which establish, provide for, govern, or regulate any of the following (an addition or amendment shall not be deemed material if it is for the purpose of correcting technical errors or for clarification): (a) Voting; (b) Assessments, assessment liens, or subordination of such liens; (c) Reserves for maintenance, repair, and replacement of the Common Elements; (d) Insurance or fidelity bonds; (e) Rights to use of the Common Elements; (f) Responsibility for maintenance and repair of the Condominium Project or any portion thereof; (g) Expansion or contraction of the Condominium Project or the addition, annexation, or withdrawal of property to or from the Condominium Project; (h) Boundaries of any Condominium Unit; (i) The interests of an Owner in the General Common Elements or the Limited Common Elements; (j) Convertibility of Condominium Units into Common Elements or of Common Elements into Condominium Units; W Leasing of Condominium Units; -45- • is (1) Imposition of any restriction of the right of any convey a Condominium Unit; or right of first refusal or similar Owner to sell, transfer, or otherwise (m) Any provisions which are for the express benefit of First Mortgagees or eligible holders. Section 17.5. First Mortgagees' Approval Requirements. Unless at least 67% of the First Mortgagees (based on one vote for each First Mortgage owned) and Owners of 67% of the Condominium Units (other than the Declarant) have given their prior written approval, the Association shall not: 17.5.1 By act or omission, seek to abandon or termi- nate the Condominium Project; 17.5.2 Except as otherwise provided in this Declaration, change the percentage interest or obligations of any Condominium Unit for the purpose of: (i) levying assess- ments or charges or allocating distributions or hazard insurance proceeds or condemnation awards, or (ii) determining the percen- tage ownership in the Common Elements appurtenant to the Condominium Units; 17.5.3 By act or omission seek to abandon, partition, subdivide, encumber, sell, or transfer all or part of the Common Elements (the granting of easements for public utilities or for other public purposes consistent with the intended use of such Common Elements shall not be deemed a transfer within the mean- ing of this clause); or 17.5.4 Use hazard insurance proceeds for losses tc any of the Condominium Project (whether to Condominium Units or to Common Elements) for other than the repair, replacement, or reconstruction of such portion of the Condominium Project. Section 18.1. Revocation. This Declaration shall not be revoked except as provided in Article XIV regarding total destruc- tion, Article XV regarding total condemnation, or Article XVI regard- ing obsolescence, without the prior written consent of the Aspen City Council, the consent of 67% of the Class A votes and of the Declarant so long as it owns any Condominium Unit subject to this Declaration, and 67% of the First Mortgagees in a written instrument duly recorded. -46- Section 18.2. Amendment. The covenants and restrictions of this Declaration shall run with and bind the Property for the life of the survivor of the present City Council of Aspen plus 21 years. This Declaration may be amended only with the prior written approval of the Aspen City Council as provided in Section 19.9, and by an instrument signed by 67% of the Class A voters and of the Declarant so long as it owns any Condominium Unit subject to this Declaration. Any amendment must be recorded. Amendment of the Declaration to con- form to the requirements of the FNMA or the FHLMC or to correct tech- nical errors or for clarification may be made unilaterally by Declarant without obtaining the consent of the Owners, notwithstand- ing the foregoing. Any amendment with the prior written approval of the Aspen City Council may also be evidenced by a recorded certifi- cate of the Secretary of the Association certifying that 67% or more of the Class A votes and the Declarant so long as it owns any Condominium Unit subject to this Declaration, attending in person or by proxy, at a meeting duly called for the purpose, consented to the Amendment, and that copies of such written consents are in the corpo- rate records of the Association. MISCELLANEOUS PROVISIONS Section 19.1. Mailing Address: Notice. Each Owner shall register such Owner's mailing address with the Association, and all notices, demands, and statements shall be sent by regular United States mail, postage prepaid, addressed to the Owner at such regis- tered mailing address. All Owners of a Condominium Unit shall use the same mailing address. If an Owner fails to register a mailing address or multiple addresses are registered for a particular Condominium Unit then the Association, in its sole discretion, may choose an address to use for notice which may be the Condominium Unit address. If the Condominium Unit is the registered address, then any notice shall have been deemed to be duly given if it is delivered to any person occupying that Condominium Unit or, if such Condominium Unit is unoccupied, by holding such notice available for the Owners at the principal office of the Association. If the Association cannot locate an Owner, then the Association may give notice to the Owner by sending such notice to the Owner in care of the Pitkin County Clerk and Recorder's Office. All notices to the Association shall be mailed postage prepaid to the following address: Hotel Lenado Condominium Association, Inc., 200 South Aspen Street, Aspen, Colorado 81611. All addresses may be changed by a notice of address change given to the Secretary of the Association. All notices mailed in the manner set forth above shall be deemed delivered within three days after placement in a U. S. postal service depository. Section 19.2. Enforcement of Project Documents. The Association or any Owner shall have the right to enforce against any -47- Owner, and any Owner shall have the right to enforce against the Association, by a proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens, and charges now or here- after imposed by the provisions of this Declaration or any of the Project Documents. Failure of the Association or by any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of a right to do so thereafter. Section 19.3. Conflicts Between Documents. In case of conflict between the Declaration and the Articles of Incorporation or the Bylaws, the Declaration shall control. In case of conflict between the Articles of Incorporation and the Bylaws, the Articles of Incorporation shall control. Section 19.4. Severability. If any of the provisions of this Declaration or any paragraph, sentence, clause, phrase, word, or section, or the application thereof in any circumstance is invali- dated, such invalidity shall not affect the validity of the remainder of this Declaration, and the application of such section in any other circumstances shall not be affected thereby. Section 19.5. Terminology. Whenever used herein, unless the context shall otherwise provide, the singular number shall include the plural, the plural shall include the singular, and the use of any gender shall include all genders. Section 19.6. State Law. T h e provisions of this Declaration shall be in addition and supplemental to the Condominium Ownership Act and to all other laws of the State of Colorado, and the Project Documents, including this Declaration, shall be construed under the laws of the State of Colorado. Section 19.7. Duration of Condominium Regime. The con- dominium ownership created by this Declaration and the other Project Documents shall continue until this Declaration is revoked as pro- vided in Article XVIII or until terminated as provided in Articles XIV (Damage or Destruction) , XV (Condemnation) , or XVI (Obsolescence). Section 19.8. Liberal Construction. The provisions of this Declaration shall be liberally construed to effectuate its purpose. Section 19.9. Modification of Project Documents. This Declaration, the Statement of Exception from the Full Subdivision Process for the Purpose of Condominiumization of the Hotel Lenado Condominiums, the Amended and Restated Declaration of Covenants and Restrictions for the Hotel Lenado Condominiums, the Articles of Incorporation and Bylaws of the Hotel Lenado Condominium Association, Inc. may be modified by 67% of the Class A votes and of the Declarant -48- • so long as it owns any Condominium Unit subject to this Declaration, only with the prior written approval of the Aspen City Council. EXECUTED this 29til day of Associates, the Declarant herein. February 1984, by LongRun LONGRUN ASSOCIATES, a Colorado general partnership By. 1 Daniel D. Delano, Gene 1 Partner v Frank S. Peters, General Partner Elizabeth Jones, General Partner -49- 0 STATE OF COLORADO ss COUNTY OF PITKIN ) A The foregoing instrument was acknowledged before me on this day of 1984, by Daniel D. Delano as General Partner, Frank S. Peters as neral Partner, and Elizabeth W. Jones as General Partner of LongRun Associates, a Colorado general partnership. WITNESS my hand and official seal. My commission expires: Notary P blic (Seal) JOANN A T NAflONAL ZrARY PUBLIC M0004111. NIC ` IOP1 ASPEN CO 81612 XPI4E 4/16/87 Address BY ACKNOWLEDGEMENT HEREOF the undersigned approves and accepts the covenants and restrictions set forth in Articles III and XVIII and Section 19.9 of the foregoing Declaration. Attest: B y : 1J Kathryn S. Ko9fi, City Clerk CITY OF ASPEN By: or William L. Stirliftg, Mayor -50- STATE OF COLORADO ) ss: COUNTY OF PITRIN ) The foregoing Articles III and XVIII and Section 19.9 were acknowleged before me on this 2"` day of z , 1984, by William Stirling as Mayor and by Kathryn S. Koch as City Clerk of the City of Aspen. WITNESS my hand and official seal. My Commission expires: (Seal) Notary Public zz6/l Address APPROVED as to form with respect to Articles III Apd XVIII �-� ' and Se tion 19.9 of the foregoing Declaration on this day of �.� 1984, by Paul J. Taddune, Aspen City Attorney. P 1 J. Taddune, City Attorney -51- Exhibit A Legal Description of Property Lots A, B, and C Block 75 City and Townsite of Aspen County of Pitkin State of Colorado -52- 6 1. Easements on the land: Terms, conditions, and obligations of Multipurpose Easement Agreement electric and communication util- ities as set forth in instrument recorded July 19, 1976 in Book 314 at Page 472. 2. Easements shown on any recorded plat affecting the Property: (None) 3. Easements shown on the recorded Condominium Map: -54- • • Pvhilnit R o 11 Op - Undivided Interests in Common Elements Unit 1 .037500 Unit 2 .053125 Unit 3 .040625 Unit 4 .093750 Unit 5 .040625 Unit 6 .053125 Unit 7 .040625 Unit 8 .056250 Unit 9 .043750 Unit 10 .043750 Unit 11 .043750 Unit 12 .056250 Unit 14 .056250 Unit 15 .100000 Unit 16 .043750 Unit 17 .043750 Unit 18 .056250 Unit A (Employee) .031250 Unit B (Employee) .031250 Unit C (Dining Room/Kitchen) .034375 -55- CID Uj CDC) SON -It CC LU CIOo AMENDED AND RESTATED x c.> C!; N DECLARATION OF COVENANTS AND RESTRICTIONS N FOR c r--" HOTEL LENADO CONDOMINIUMS tV o z _lam = " �—'LONGRUN ASSOCIATES, a Colorado general partnership (hereinafter "Covenantor"), which obtained title by deed dated August 5, 1983, recorded September 14, 1983, in the Pitkin County Clerk and Recorder's Office in Book 451 at Page 912 and rerecorded October 7, 1983, in Book 453 at Page 166, for the purpose of amending and restating the Declaration of Covenants and Restrictions for the Hotel Lenado Condominiums dated May 20, 1983, and recorded May 26, 1983 in the Pitkin County Clerk and Recorder's Office in Book 445 at Page 839, to include a second deed -restricted employee housing unit in the Hotel Lenado Condominiums, hereby states: Covenantor for itself and its successors and assigns in consideration for the granting of an exception from the full subdivision process for the purpose of condominiumization, all with respect to the following described property, hereby covenants with the City of Aspen, Pitkin County, Colorado to restrict said property, and hereby does restrict said property as follows: 1. Covenantor represents that it is the record title owner of the following described property, together with the improvements (including a lodge) which shall be or have been constructed thereon: Lots A, B and C, Block 75, City and Townsite of Aspen, County of Pitkin, State of Colorado. 2. One (1) dwelling unit located on the above -described property and described as Unit A, Hotel Lenado Condo- miniums, shall be and hereby is restricted solely to use as employee housing as now described in Section 24-11.4(b)(4) of the Municipal Code of the City of Aspen, or as it may be amended, and to rental and sale terms and price guidelines, qualifications 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 may from time to time be amended by the City Council. 3. One (1) dwelling unit located on the above -described property and described as Unit B, Hotel Lenado Condo- miniums, shall be and hereby is restricted solely to use as employee housing as now described in Section 24-11.4(b)(4) of the Municipal Code of the City of Aspen, or as it may be amended, and to rental and sale terms and price guidelines, qualifications guidelines, �.� _84.3 and to occupancy limitations within "low-income" employee -housing eligibility guidelines now established by the City Council of the City of Aspen, or as such guidelines may from time to time be amended by the City Council. 4. In the event that any municipal improvement or improvements of a kind contemplated in Section 20-16 of the Municipal Code of the City of Aspen, as amended, become, in the sole judgment or discretion of the City Council of the City of Aspen, necessary or desirable to the area of the above -described property, Covenantor will make no objection to any special assessment or special tax or proceeding therefor on the basis that the property is adequately served by existing improve- ments and/or on the basis that the premises will not be served or benefited by the improvement or improve- ments proposed. Covenantor further agrees to join, upon demand therefor by the City, any improvement district formed for construction of such improvements (including, without limitation, signage, drainage, underground utilities, paved streets, planting, curbs, gutters, sidewalks, paved alleys, street lights, traffic circulation, public transportation facilities, parking facilities, etc.) in the area of the above -described property or to reimburse the City of Aspen directly upon demand therefor if the City should choose to construct these improvements without the formation of such a district. 5. The covenants contained herein shall run with the land and shall be binding on all parties having any right, title or interest in the said Hotel Lenado Condominiums, or any part thereof, and their heirs, representatives, successors and assigns, for the period of the life of the longest -lived member of the presently constituted Aspen City Council plus twenty-one (21) years or for the period of fifty (50) years, whichever period is less, from the date these covenants are recorded. 6. None of the covenants contained herein shall be released or waived in any respect during the period they are binding without the prior consent of the City of Aspen reflected by resolution of the City Council of the City of Aspen. -2- • 0 max 460 Fx� is 44 IN WITNESS WHEREOF, this declaration has been duly exeucted this 1?41, day of January, 1984. LONGRUN ASSOCIATES By: iank�'S.-t6rtAers, General Partner By: Daniel D. Delano, General Partner J By: j Ctiic Eli beth'W, Jones, eneral Partner M. STATE OF COLORADO ) SS. COUNTY OF PITKIN ) The foregoing instrument was acknowledged before me on this le4-1 day of January, 1984, by Frank S. Peters, as General Partner, Daniel D. Delano, as General Partner, and Elizabeth W. Jones, as General Partner of LongRun Associates. WITNESS my hand and official seal. JOANNJUELFS/NOTARY PUBLIC FIRST NATIONAL BANK P.O. BOX 3318, ASPEN, CO 81612 My commission expires: MyMt,' AISSION @ ME Nota>r,y Public Address (SEAL) / APPROVED as to form this day of Mauvnibaup, 1984, by Paul J. Taddune, Aspen City Attorney. Paul J. Taddune, City Attorney -3- em 445 m814 CONDOMINIUM DL:t;LARATION FOR THE HOTEL LENADO CONDOMINIUMS (A Condominium) N �o z C" rrnn �i O :V co Xr rn P. N n Z y o z CZ rn w � KNOW ALL MEN BY THESE PRESENTS, THAT: WHEREAS, LONGRUN, LTD., a Colorado Limited Partnership, hereinafter called "Declarant," is the owner of that real property situated in the County of Pitkin, State of Colorado, more fully described in Exhibit A attached hereto and made a part hereof; and WHEREAS, Declarant desires to establish a condominium project under the Condominium Ownership Act of the State of Colorado; and WHEREAS, there Will be or has been constructed upon said real property improvements consisting of separately designated residential condominium units and other improvements; and WHEREAS, Declarant does hereby establish a plan for the owner- s%ip in fee simple of the real property estates consisting of the area or space contained in each of the air space units in the build- ing improvements and the co-ownersip by the individual and separate owners thereof, as tenants in common, of all of the remaining property hereinafter defined and referred to as the General Commmon Elements; WHEREAS, Declarant desires to establish this condominium project as a "Condominiumized Lodge" pursuant to the provisions of Ordinanace No. 14 (Series of 1980), and specifically Section 20-23 adopted by amendment to Chapter 20 of the Municipal Code of the City of Aspen, Colorado, as such Ordinance and Municipal Code are presently - constituted. NOW, THEREFORE, 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 or assigns, and any person or entity acquiring or owning an interest in the real property and improvements, and their devisees or assigns. 1. Definitions. Unless the context shall expressly provide otherwise: 1.1 "Unit" means an individual air space unit which is con- tained within the unfinished perimeter walls, floors, and ceilings of such unit in the building together with any individual storage space appurtenant to such unit as shown on the Condominium Map to be filed for record, together with all fixtures and improvements therein contained but not including any of the structural components of the building, or the general common elements. 1.2 "Condominium Unit" means the fee simple interest and title in and to a unit, together with the undivided percentage interest in the general common elements appurtenant to such unit. • r 445 mt-815 1.3 "General Common Elements" means and includes all portions of land described in Exhibit A hereto (except the units and those spaces designated on the Plan [E.,'i-ibit C hereto'] as "potential Adaitional Unit," "Potential Additional Employee Units," and "Poten- tial Diningroom or Restaur:lnt Unit"), and including the struc- tural components of the buildings; the balconies and parking spaces, and all other parts of such land and the improvements thereon necessary or convenient to its existence, maintenance and safety, which are normally and reasonalbly in common use, including the air above such land, all of which shall be owned, as tenants in common, by the owners of the separate units, each owner of a unit having an undivided percentage interest in such general common elements as provided hereinafter. 1.4 "Limited Common Elements" means t.h.ose parts of the general common elements which are either limited to or reserved for the ex- clusive use of the owners of one or more, but less than all, of the condominium units. 1.5 "Condominium Project" means all of -the land and improve- ments initially and subsequently submitted by this Declaration or any supplements or amendments hereto. 1.6 "Common Expenses" means and includes expenses for main- tenance, repair, operation, management and administration, expenses declared common expenses by the provisions of this Declaration and the By -Laws of th-e Association, and all sums lawfully assessed against the general common elements by the Board of Managers of the Associa- tion. 1.7 "Association of Unit Owners" or "Association" means THE HOTEL LENADO.- CONDOMINIUM ASSOCIATION, a Nonprofit Colorado corporation, its successors and assigns, the Articles of Incorporation and By -Laws of which shall govern the administration of this condominium property, and the members of which shall be all of the owners of the condominium units. 1.8 "Building" means one of the building improvements contain- ing units as shown on the Map or amendments and supplements thereto. 1.9 "Map" or "Supplemental Map" means and includes the engineer- ing survey of the land locating thereon all of the improvements, the floor and elevation plans and any other drawing or diagrammatic plan depicting a part of or all of the improvements and land. 1.10 "Plan" means those architectural drawings prepared by licensed architect Harry Teague and attached as Exhibit C to this Declaration and by this reference made a part hereof, specifically, a site plan and floor plans of Mountain House, which, and as may be amended in the course of the preparation of complete working drawings, shall serve in stead of the Condominium Map prior to substantial com- pletion of the Condominium Project. 2. Condominium Map. The Map shall depict and show at least the following: The legal description of the land and a survey thereof; the location of the buildings; the floor and elevation plans; the location of the units within the buildings, both horizontally and vertically; the thickness of the common walls between or separating the units; the location of any structural components or supporting elements of a unit located within a building, and the building and unit designations. -2- • • . p1s BOON 44�5 PAbt8 The Map shall contain the certificate of a registered Colorado land surveyor or licensed architect., or both, certify-ing that the Map substantially depicts the location and the horizontal and vertical measurements of the buildings, the units, the unit designations, the dimensions of the units, the elevations of the unfinished floors and ceilings as constructed, the building number or symbol, and that such Map was prepared subsequent to sub- stantial completion of the improvements. Any amendment to the Map shall set forth a like certificate when appropriate. In interpreting the Map the existing physical boundaries of each separate unit as constructed shall be conclusively presumed to be its boundaries. Declarant reserves the right to amend the Map, from time to time, to conform the same according to the actual location of any of the constructed improvements, and to establish, vacate and relocate easements, access road easements and on -site parking areas. 3. Division of Property Into Condominium Units. The real property is hereby divided into the following fee simple estates, each such estate consisting of the separately designated units and the undivided interest in and to the general common elements appurtenant to each unit as is set forth on the attached Exhibit B which by this reference is made a part hereof. Each such unit is identified on the Plan (Exhibit C) by number and building symbol as shown on Exhibit B and shall be subsequently so identified on the Map. 3.1 Declarant reserves the right to themselves, their successors, heirs, personal representatives, and grantees, to: 3.2 Physically combine the space within one unit with the space within one or more adjoining units, and 3.3 Combine a part of or combination of parts of the space within one unit with part or parts of the space within one or more adjoining units, and 3.4 Divide into separate units the space of one unit. 3.5.1 Construct up to four additional units in that space designated on the Plan as "Potential Additional Units," if and when the Declarant is granted permission to construct such units by the City of Aspen, having entered with success the City of Aspen's Growth Management Plan lodge construction allotment competition. 3.5.2 Construct, in that space designated on the Plan as "Potential Additional Employee Units", an additional Employee Unit so as to provide "pillows" (as defined in Paragraph 33.2, below) for up to 100% of the Mountain House lodge staff. 3.5.3 Construct, in that space designated on the Plan as "Potential Diningroom or Restaurant Unit" a diningroom with kitchen facilities to serve Mountain House owners and guests, and to serve others, if the Declarant should apply for and win from the City of Aspen approval of a restaurant use in that space. 3.6 The aggregate or divided undivided interests in the general common elements resulting from any ofthe provisions of paragraphs 3.2, 3.3, 3.4, and 3.5 shall be reflected by an amend- ment to Exhibit B hereof and to the Map, consistent with the requirements set forth in this Declaration. -3- 0 BOOK 445 rmcSV 3.7 Declarant acknowledges that this Declaration is subject to provisions and requirement, of Ordinance No. 14; Series of 1980, and specifically Section 20-23 adopted by amendment to Chapter 20 of the Municipal Code are presently constituted. Pursuant to Section 20-23 thereof, the following is made a part of this Declaration: (a) An owner's personal use of his unit shall be restricted to fourteen (14) days or less during the seasonal period of December 19 through March 20. This seasonal period is hereinafter referred to as "high season". "Owner's personal use" shall be defined as owner occupancy of a unit or nonpaying guest of the owner or taking the unit off the rental market during the seasonal periods referred herein for any reason other than necessary repairs which cannot be postponed or which make the unit unrent- able. Occupancy of a unit by a lodge manager or staff employed by the lodge, however, shall not be restricted by this section. (b) A violation of the owner's personal use restriction by a unit owner shall subject the owner to a daily assessment by the condominium association of three (3) times the daily rental rate for the unit, at the time of the violation, which assessment, when paid, shall be deposited in the general funds of the condominium association for use in upgrading and repairing the common elements of the condominium. All sums assessed against an owner for violation fot the owner's personal use restriction and unpaid shall constitute a lien for the benefit of the condominium associa- tion on that owner's unit, which lien shall be evidenced by written notice placed on record in the office of the clerk and recorder of Pitkin County, Colorado, and may be collected by fore- closure on an owner's condominium unit by the association in like manner as a mortgate or deed of trust on real pro- perty. The condominium Association's failure to enforce the owner's personal use restriction shall give the City of Aspen the right to enforce the restric- tion by the assessment and the lien provided for hereunder. If the City of Aspen enforces the restriction, the City of Aspen shall receive the funds col- lected as a result of the assessment for the violation. In the event litigation results from the enforcement of the restricition, as part of its reward to the prevailing party, the court shall award such party its court costs together with reasonable attorney's fees incurred. -4- C • eoog 445 PAc,818 (c) The City of Aspen shall have the right to require from Vhe condominium association an annual report of owner` personal use during high season for all the condominium units. 4. Limited Common Elements. A portion of the general common elements is reserved for the exclusive use of the individual owners of the respective units, and such areas are referred to as "limited common elements." The limited common elements so reserved shall be identified on the Map. (Any balcony or balconies which are accessible only from within, associated only with and which adjoin a single unit shall, without further reference thereto, be used in connection with such unit to the exclusion of the use thereof by the other owners of the general common elements, except by invitation.) All of the owners of condominium units in this condominium project shall have a nonexclusive right in common with all of the other owners to use of sidewalks, pathways, roads and streets located within the entire condominium project, if any. No reference thereto, whether such limited common elements are exclusive or nonexclusive, need be made in any deed, instrument of conveyance, or other instrument. 5. Inseparability of a Condominium Unit. Each unit, the appurtenant undivided interest in the general common elements and the appurtenant limited common elements, shall together comprise one condominium unit, shall be inseparable and may be conveyed, leased, devised or encumbered only as a condominium unit. 6. Method of Description. Every contract for the sale of a condominium unit and every other instrument affecting title to a condominium unit may describe that condominium unit by the unit number and building designation shown on the Condominium Map appearing in the records of the County Clerk and Recorder of Pitkin County, Colorado, in the following fashion: Condominium Unit , THE HOTEL LENADO. CONDOMINIUMS, according to the Condominium Nap in Book at Page and Condominium Declaration for The Hotel Lenado Condominiums in Book at Pa-ge-------, all to be recorded in the Real Property Records of Pitkin County, Colorado. Such description will be construed to describe the unit, toegether with the appurtenant undivided interest in the common elements, and to incorporate all the rights incident to owner- ship of a condominium unit and all the limitations on such ownership as described in this Declaration and any amendments hereto. 7. Separate Assessment and Taxation Notice to Assessor. Declarant shall give written notice to the Assessor of the County of Pitkin, Colorado, of the creation of condominium ownership in this property, as is provided by law, so that each unit and the undivided interest in the general common elements appurtenant thereto shall be deemed a parcel and subject to separate assessment and taxation. In the event that for a period of time any taxes or assessments are not separately assessed to each unit owner, but are assessed on the property as a whole, then each unit owner shall pay his proportionate share thereof in accordance with his percentage ownership of the general common elements. -5- • Book 445 PAS 819 8. Ownership Title. A condominium unit may be held and owned by more than one person as joint tenants or as tenants in common, or in any real property tenancy relationship recognized under the laws of the State of Colorado. 9. Non-Partitionability of General Common Elements. The general common elements shall be owned in common by all of the owners of the units and shall remain undivided, and no owner shall bring any action for partition or division of the general common elements. 10. The use of General and Limited Common Elements. Each owner shall be entitled to exclusive ownership and possession of his unit. Each owner may use the general and limited common, elements in accordance with the purpose for which they are intended, without hindering or encroaching upon the lawful rights of the other owners, subject to such reasonable rules and regulations as may, from time to time, be established pursuant to the By -Laws of the Association. 11. Other Liens. Declarant states in accordance with the re- quirements of the Colorado Condominium Ownership Act, that it is possible that liens other than mechanic's liens, assessment liens and taxes liens, may be obtained against the common elements, in- cluding judgment liens and purchase money mortgage liens. 12. Easements for Encroachments. If any portion of the general common elements encroaches upon a unit or units, a valid easement for the encroachment and for the maintenance of same, so long as it stands, shall and does exist. If any portion of a unit, as shown on the map, encroaches upon the general common elements, or upon an adjoining unit or units, a valid easement for the encroachment and for the maintenance of same so long as it stands, shall and does exist. In the event that any one or more of the units or buildings or other improvements com- prising part of the general common elements are partially or totally destroyed and are then rebuilt or reconstructed in substantially the same location and as a result of such rebuildinq any portion thereof shall encroach as provided in the preceding sentence, a valid easement for such encroachment shall and does exist. Such encroachments and easements shall not be considered or determined to be encumbrances either on the general common elements or on the units.` 13. Termination of Mechanic's Lien Rights and Indemnification. Subsequent to the completion of the improvements described on the Map, no labor performed or materials furnished and incorporated in a unit with the consent or at the request of the unit owner or his agent or his contractor or subcontractor shall be the basis for filing of a lien agains the unit of any other unit owner not expressly consenting to or requesting the same, or against the general common elements. Each owner shall indemnify and hold harmless each of the other owners from and against all liability arising from the claim of any lien against the unit of any other owner or against the general common elements for construction performed or for labor, materials, services or other products incorporated in the owner's unit at such owner's request. The provisions herein contained are subject to the rights of the Managing Agent or Board of Managers of the Association as is set forth in paragraph 16. Notwithstanding the foregoing, any mortgagee of a condominium unit who shall become an owner of a con- dominium unit pursuant to lawful foreclosure sale or the taking of a deed in lieu of foreclosure shall not be under any obligation to indemnify and hold harmless any other owner against liability for claims arising prior to the date such mortgagee becomes an owner. 14. Administration and Management; Managing Agent. The administration and management of this condominium property shall be governed by the Articles of Incorporation and By -Laws of the Association An owner of a condominium unit, upon becoming an owner, shall be a member of the Association and shall remain a member for the period of his ownership. The Association shall be initially governed by a Board of Managers as provided in the By -Laws of the Association. The Association may delegate by written agreement any of its duties, powers and functions to any person or firm to act as Managing Agent at an agreed compensations; provided however, that no such delegation shall relieve the Association or the Board of Managers of their responsibilities under this Declaration. M • • 8„ 445 mLSZ0 15. Certificate of Identity. There shall be recorded from time to time a certificate of identity which shall include the addresses of the persons then t.:omprising the manageji,ent body (Ilianagers and Officers) together with the identity and address of the Managing Agent. Such certificate shall be conclusive evidence of the informa- tion contained therein in favor of any person relying thereon in good faith regardless of the time elapsed since the date thereof. 16. Reservation for Access for Maintenance, Repair and Emergency. The owners shall have the irrevocable right, to be exercised by the Managing Agent or Board of Managers of the Association, to have access to each unit from time to time during reasonable hours under the particular circumstances as may be necessary for the main- tenance, repair or replacement of any of the general common elements therein or accessible therefrom or for making emergency repairs therein necessary to prevent damage to the general common elements or to another unit or units. Damage to the interior or any part of a unit or units resulting from the maintenance, repair, emergency repair or replacement of any of the common elements or as a result of emergency repairs within another unit at the instance of the Association shall be a common expense of all of the other owners; provided, however, that if such damage is the result of the misuse or negligence of a unit owner, then such owner shall be responsible and liable for all of such damage. All damaged improvements shall be restored to substantially the same condition of such improvements prior to damage. All main- tenance, repairs and replacements as to the common elements, whether located inside or outside of units (unless necessitated by the neg- ligence or misuse of a unit owner, in which case such expense shall. be charged to such unit owner), shall be the common expense of all of the owners. 17. Owner's Maintenance Responsibility of Unit. For purposes of maintenance, repair, alteration and remodeling, an owner shall be deemed to own the interior non -supporting walls, the materials (such as, but not limited to, plaster, gypsum dry wall, paneling, wallpaper, paint, wall and floor tile and flooring, but not including the sub - flooring) making up the finished surfaces of the perimeter walls, ceilings and floors within the unit, including the unit doors and windows. The owner shall not be deemed to own lines, pipes, wires, conduits, or systems (which for brevity are herein and"hereafter re-' ferred to as utilities) running through his unit which serve one or more other units except as a tenant incommon with the other owners. Such utilities shall not be disturbed or relocated by an owner without the written consent and approval of the Board of Managers. Such right to repair, alter and remodel is coupled with the obligation to replace any finishing or other materials removed with similar or other types or kinds of materials. An owner shall maintain and keep in repair the interior of his own unit, including the fixtures thereof. All fixtures and equipment installed within the unit commencing at a point where the utilities enter the unit shall be maintained and kept in repair by the owner thereof. An owner shall do no act nor any work that will or may impair the structural soundness or integrity of the building or impair any easement or hereditament without the written consent of the Board of Managers of the Association, after first proving to the satisfaction of the Board of Managers that such structural soundness or integrity will be maintained during and after any such act or work shall be done or performed. Any expense to the Board of Managers for investigation under this Paragraph 17 shall be borne by the owner.. However, nothing herein contained shall be con- strued to permit structural modification and any decision relating thereto shall be in the absolute discretion of the Board of Managers, including, but not limited to the engaging of a structural engineer at.. the owner's expense for the purpose of obtaining his opinion. All maintenance or repairs to any limited common elements, except as caused or permiteed by the owner shall be at the expense of all of the owners. iAN 2M Q m Articles and By-LawsofiaL'ach owner shall comply str. 't_ly with the Provisions this Declaration, th Articles o ncorporation and 'By-L,1w.�e f the 71sr;oci.at:i_orI, ar,d the deci.si-ons and resolUt-J.ons of the Association zidop'ted pursuant thereto as the same may be lawfully amended from time t:o time. J. ai lure t-o comply c.,ri tll ally of the same r.;ha 1.1 ho grounds for an act:.i.oll to rc :,over sums due, for d�.tc-ra gcs or injunctive relief or both, and for reimburserrier)t of all. and attorneys` fees incurred in connection therewith, which action shall be maintainable by the Managing Agent or Board of Managers in the name of the Association.in behalf or the owners or, in a proper case by an aggrieved owner. 19. Revocation or Amendment to Declaration. This Decla- ration shall not be revoked unless all of the owners and all of the holders of any recorded first mortgage or deed of trust covering or affecting any or all of the condominium units unanimously consent and agree to such revocation by instru- ment(s) duly recorded. This Declaration shall not be amended unless the owners representing an aggregate ownership interest of seventy-five percent (75%), or more, of the general common elements, unless a different percentage for the amendment of a specific provision hereof is herein provided, in which case that provision shall govern, and all. of the holders of any recorded first mortgage or deed of trust covering or affecting any or all condominium units consent and agree to such amend menf by instrument(s) duly recorded; provided, however, that the percentage of the undivided interest in the general common elements appurtenant to each unit, as expressed in this Darla -- ration (gr in any supplements hereto) sliall have a permanent character and shall not be altered, except as a result of expansion of the Project if otherwise permitted herein, in ti.�h _ch event the percentage of the undivided interest in the general common elements shall be computed in the same manner_ as originally computed in this Declaration, end shall be set forth in a Supplemental Declaration without the consent: of all of the unit owners expressed i_n an amended Declaration duly recorded. nothing contained in this paragraph 19 shall be construed to preclude or in any way limit the right of Declarant to supplelent this Declaration and/or the Condo- minium Map if otherwise permitted herein. 20. Additions, Alterations, and Improvements of General ails Limited Common Tlements. There shall be no addi.tion6, _ alterations or improvements by the Board of-- Managers or t}le Managing Agent of or to the general and limited common ele- ments requiring an expenditure in excess of live Thousand Dollars ($5000.00) in any one calendar year without prior approval of a majority of the owners in writing or as reflec- ted in the minutes of a regular or special rreeti.ng of the owners. Such limitation shall not be applicable to the replacement, repair, maintenance or obsolescence of any general common element or Common property. An individual unit owner shall do no alterations, additions, or improvements (forhis individual benefit or for the benefit of . iris ullit) to the general common elements or the limited common elements without the approval of the Board of I -tanagers or the approval of a majority of the o�al.ers i rl writi fig or as reflected in the minutes of a regular or special meeting of the owners. In the -3- is An mv 445 raLS22 event that any such approved a'ltcrations, additions or improvements create encroachments by a Unit upon the common elements or by the comiron el ements upon a Uni t, a val i d easement for such encroachment: and for the maintenance of same, so long as it stand,, shall and doc�. exist. The cost of any additions, alterations or improvements to the general and limited common elements undertaken by the Board of Managers shall be assessed as common expenses. Any such additions, alterations or improvements, regardless of by whom undertaken, shall be owned by the unit owners in the same proportion as their ownership interest in existing gerneral and limited common elements and shall not affect any unit owner in reference to his voting power in the Association. 21. Assessment for Common Expenses. All owners shall be obligated to pay the assessments, either estimated or actual, imposed by the Board of Managers of the Association to meet the common expenses. The assessments shall be made according to each owner's percentage interest in the general common elements as is set forthe in Exhibit B; provided however that notwithstanding anything else herein contained to the contrary, for so long as the Employee Unit, as described in paragraph 33.2, is deed restricted as described in paragraph 33.2, the owner of that unit, i.e. the Declarant, shall not be assessed for common expenses. Re- gardless of the foregoing, the owner of the Employee Unit and the unit's occupants, tenants and guests shall be entitled to use all of the common elements to the same extent as any other owner, occupants, tenants and guests. In the event that the deed restriction on the Employee Unit is ever terminated, then the owner of that unit shall thenceforth be assessed for common expenses. These same provisions shall apply to any additional deed restricted Employee Unit which may be constructed as provided for in Paragraph 3.5, above. Except as otherwise herein provided, the limited common elements shall be maintained as general common elements, and owners having exclusive use thereof shall not be subject to any special charges or assessments for the repair or maintenance thereof. Assessments for the estimated common expenses shall be made at least semiannually and shall be due immediately upon receipt. The Managing Agent or Board of Managers shall prepare and deliver or mail to each owner a statement for the estimated or actual common expenses. In the event the ownership of a condominium unit by grant from the Declarant commences on a day other than the first of the month,"the assessment for that month shall be prorated. The assessments made for common expenses shall be based upon the cash re- quirements of the Condominium Project as the Managing Agent, or if there is no Managing Agent, then the Board of Managers of the Association shall from time to time determine. The assessments shall provide for the payment of.all estimated expenses growing out of or connected with the maintenance, repair, operation, additions, alterations, and improvements of and to the general common elements, which sum may include, but shall not beJ imited to, expenses of management; taxes and special assessments until separately assessed; premiums for fire insurance with extended coverage and vandalism and malicious mischief with endorsements attached issued in the amount of the maximum replacement value of all of the con- dominium units (including all fixtures; interior walls and partitions; decorated and finsished surfaces of perimeter walls, floors and ceilings; doors, windows and other elements or materials comprising a part of the units) casualty and public liability and other insurance premiums; landscaping and care of ground; snow re- moval; common electricity, common water, common sewer, common lighting and common heating;repairs and renovations; trash collections; legal and accounting fees; management and rental fees; expenses and liabilities incurred by the Managing Agent and Board of Managers on behalf of the unit owners under or by reason of this Declaration and the By -Laws of the Association; for any defecit arising or any deficit remaining from a previous period; the creation of reasonable contingency, reserves, working capital, and sinking funds as well as other costs and expenses relating to the general common elements. The omission or failure of the Board of Manageres to fix the assessment for any period shall not be deemed a waiver, modification or a release of the owners from their obligation to pay the same. 22. Insurance 22.1 The Board of Managers of the Association shall obtain and maintain at all times, to the extent obtainable, policies involving standard premium rates, written with companies licensed to do business in Colorado, covering the risks set forth below. To the extent possible, the Board of the Association shall not obtain any policy where: (i) under the terms of the insurance company's charger, by-laws or policy, contributions or assessments may be made against any mortgagee, the Association or the Unit owners; or (ii) by the terms of the carrier's charter, by -Laws or policy, loss payments are contingent upon action by the company's Board of Directors, policyholders or members; or (iii) the policy includes any limiting clauses (other than insurance conditions) which could prevent mortgagees, the Association or the Unit owners or the mortgagor from collecting insurance pro- - 9- coeds. The types of coverages to be obtained and risks to be covered are as follows, to wit: 22.1.:1, Dire insurance with extended coverage and all risk endorsement:., which endorsements shall include endorsements for vandalism, malicious mischief, boiler explosion and machinery if appropriate. Said casualty insurance shall insure the entire condominium project and any property, the nature of which is a common element (including all of the Units, fixtures therein initially installed by the Declarant but not including furniture, furnishings or other personal property supplied by or installed by Unit Owners) together with all service equipment contained therein in an amount equal to the full replacement value, with- out deduction for depreciation. All policies shall contain a standard non-contrib- utory mortgage clause in favor of each mortgagee of a Condominium Unit, which shall provide the loss, if any, thereunder, shall be payable to the Association for the use and benefit of mortgagees as their interest may appear. 22.1.2 Public liability and property damage insurance in such limits as the Board of Directors of the association may from time to time determine, but not in an amount less than $100,000.00 per person, and $300,000.00 per occurrence, covering all claims for bodily injury or property damage. Coverage shall include, without limitation, liability for personal injuries, operation of automobiles on behalf of the Association, and activities in connection with the ownership, operation, maintenance and other use of the project. 22.1.3 Workmen's Compensation and employer's liability insurance and all other similar insurance with respect to employees of the Association in the amounts in the forms now or hereafter required by law. 22.1.4 The Association may obtain insurance againstsuch other risks, of: a similar or dissimilar nature, as it shall deem appropriate with respect to the Condominium Project, including innkeepers insurance, plate or other glass insurance and insurance of any personal property of the Association located thereon. 22.2 All policies of insurance to the extent obtainable shall contain waivers of subrogation and waivers of any defense based on invalidity arising from any acts of a Condominium Unit owner and shall provide that such policies may not be cancelled or modified without at leaset ten (10) days prior written notice to all of the insureds, including mortgagees. Duplicate originals of all policies and renewals thereof, together with proof of payments of premiums, shall be delivered to all mortgagees requesting same at least ten (10) days prior to expiration of the then current policies. The insurance shall be carried in blanket form naming the Association as the insured, as attorney -in -fact for all of the Condominium Unit owners, which policy or policies shall identify the interest of each Condo- minium Unit owner (owner's name and Unit number designation) and first Mortgagee. 22.3 Prior to obtaining any policy of fire insurance or renewal thereof, the Board of Managers of the Asssociation shall obtain an appraisal from a duly qualified real estate or insurance appraiser, which appraiser shall reasonably estimate the full replacement value of the entire Condominium Project, without deduction for depreciation, for the purpose of determining the amount of the in- surance to be effected pursuant to the provisions of this insurance paragraph. In no event shall the insurance policy contain a co-insurance clause for less than ninety percent (90%) of the full replacement cost. Determination of maximum replacement value shall be made annually by one or more written appraisals to be furnished by a person knowledgeable of replacement cost, and each mortgagee requesting a copy shall be furnished with a copy thereof, within thirty (30) days after receipt of such written appraisals. Such amounts of insurance shall be contemporized annually in accordance with their currently determined maximum replacement value. 22.4 Unit owners may carry other insurance for their benefit and at their expense, provided that all such policies shall contain waivers of subrogation, and provided further that the liability of the carriers issuing insurance obtained by the Board of Managers shall not be affected or diminished by reason of any such additional insurance carried by an Unit owner. 22.5 Insurance coverage on any fixtures not initially installed in any Unit by the Declarant and any furnishings; including carpet, draperies, wallpaper, and other items of personal or other property belonging to an owner shall be the sole and direct responsibility of the Unit owner thereot, and the Board of Managers, the Association and/or the Managing Agent shall have no responsibility therefor. -10- Q m clost:rueti.on to, or loss to a Unit Whi.01 exceed:; $1 , 000. 00 or any d�lrlage or tie truetion to, or Loss t. the co.:l:wn c-le:nelits which e!ccecos10,00v.00, then ncti_cc-. such dai+iage or loss shr111 k�e ,i-vur1 ))y t.110 A ,r>o i. :t iorl to c:,.ch first ,aid Condoi,iinium Unit wit'hi.n teat (10) days, after the occur-- rencr: or such event. l3, PeL-__onal Obl iation for Pa menl- of IIAsses smc_nts. 11'he amount of the common expenses .3.,se.,.,ed against each condominirm unit shall be the personal and i_ndi.-- victual debt of the owner. thereof. No owner may exempt: himself: from liability for his contribution towards the common expenses by.waiver of. the use or enjoyment of any of the common elements or by abandonment of his unit. Both the Board of Managers and Manacling Agent shall Have the responsibility to take proinpt action.to collect any unpaid assessment, which remains unpaid more than fifteen (15) days from the due date for payment thereof. 'In the event of default in the payment of the assessment, the unit owner hall be obligat_c.d to pay interest.at the rate of eighteen percent (18%) per annum on the amount of the assessment_ from the due date thereof, together_ with all expenses, including attorney's fees incurred, together with such late charges as provided by the By -Laws of the Association. Suit to recover a money judgment for unpaid common expenses shall be maintainable without foreclosing or waiving the lien securing same. The Board of Managers shall have the duty, right, power and authority to prohibit the use of the limited and general common elements by an owner, his guests, tenants, lessees arid invitees in the event that any assessment made remains unpaid more than thirty (30) days from the due date for payment thereof. 24. Assessment Lien -�nd Foreclosure. All sums assessed but unpaid for the share of common expenses chargeable to ally condominium unit shall constitute a lien on such unit superior to all other liens and encumbrances, except only for tax and special assessment liens on the unit in favor of any assessing unit, and all sums unpaid on a first mortgage or first deed of trust of record, including all unpaid obligatory sums as may be provided by such encumbrance. To evidence such lien, the Board of Managers or the Managing Agent shall prepare a written notice of lien assessment setting f-or-th the amount of such unpaid indebtedness,. the name of the owner of tDie cop.do-. minium-unit and a description of the condominium unit. Such a notice shall be signed by one of the Board of Managers or by one of the officers of she Association or by the Managing Agent and shall be recorded in the office of the clerk and Recorder of Pitkin County, Colorado. Such lien for the colTnon expenses shall attach from the date of the failure of payr„ent- of the assessrent. Such lien may be enforcod for the fore- closure of the defaulting owner's condominium unit by 'tile Association in like :Wanner as a mortgage or deed of trust on real property 'sui.sequent to the recording of a notice or claim thereof. In any such proceedings the owner shall be recluir.ed to pay the Association the assessments for the condominium unit during the period of foreclosure, and the Association shall be entitled to a receiver to collect the same. The Association shall have the roper to bid in -the condominium unit at foreclosure or otter legal sale and to acquire and hold, lease, mortgage, vote `_he votes appurtenant to, convey or otherwise deal with the same. Any encumbrancer holding a lien on a condominium unit may pay, but shall not be requirecl to pay, any unpaid coi,,l,-ncn expenses payable with respect to such unit, acid upon such paymnlont such encumbrancer shall have a lien on such uIlit for tl e amount-s paid of the same rank as the lien of his encumbrance. Upon request of a mol:tgagee, the Association shall report to the (mortgagee of a cone?o;ninium unit any unpaid assessments remaining unpaid for lollyer than tv,enty--five days after the same are due; provided, however, that a P:lor.tgagee shall have furnished L.o the Manac; i lIg Agent or the Board of Managers nc;tice of such e-.-,cumbrance. 25. Liability f(7- Com?;iio11 ? j7e1tS(_" 'Upon ran: fol- C�_f Cc>ndoml_nl_tIm Ulll-is :•o'_nt.^Upon pay1;•cni-- to tilt'_ 1:.•:l,lc�,lllg ;,:lent, Or if t:hC1-e_ is I:c '?anagi.ng Aq,�.nt, then 11=0 1,1 ,12cttOCi.a- t:1on of a rcasoiiabl = fee, and upon tile wr 1 `.:ten re ?:lc'_:It of ally -I.9- I • BOOK 445 PAGt825 <:;wner or any mor-tgagce or pio;p c:t.ive iortgage(! of a condominium unit, the Association, by its managing %gent, 0)7 if there is no Managing A(jont th(-2n by the financial office)- of - the Association shall issue a written statement setting forth the amount of the unpaid common expenses, if any, with respect to the subject unit, the amount of the current assessment and the date .that such assessment becomes due, credit for any advanced payments of common assessments, for prepaid items, such as insurance premiums, but not including accumulated amounts for reserves -or sinking funds, if any, which statement shall be conclusive ul*)on the Association in favor of all persons who rely thereon in good faith. Unless such request for a statement of indebtedness shall he complied with within ten (10) days-, all unpaid common expenses which become due prior to the date of making such request shall be subordinate to the rights of the person requesting such statement. The grantee of a condominium unit, except for any first mortgagee who comes into possession of a condominium unit pursuant to the remedies provided in its mortgage or becomes an owner of a condominium unit pursuant to foreclosure of its mortgage or by the taking of a deed in lieu thereof, shall be jointly and severally liable with the grantor for all unpaid assessments against the latter for the unpaid common assessments up to the time of the grant or conveyance, without prejudice..to the grantee's right to recover from the grantor the amounts paid by the grantee therefor; provided, however, that upon payment of.a reasonable fee as is hereinabove provided, and upon written request, any such prospective grantee shall be entitled to a statement from the Managing Agent, or if there is -no tManaging Agent, then from the Association, setting north the amount of the unpaid assessments, if any, with r-c:;pect to the subject unit, the amount of the current assessment, the date that sued assessment becomes du,,:,, and credits for any .advanced payments of common assessments, prepaid items, such as insurance premiums, which statements shall be conclusive- Upon the Association. Unless Such request for such a st-ate- ment shall. be complied with within ten (10) days of request, then such requesting grantee shall not be liable- i:or_ , nor shall the unit conveyed -be subject to a lien for any unpaid assessments against the subject unit. The provisions set forth in this paragraph shall not apply to the initial sales and conveyances of the co7ad::mi ni um uI-_i.tS made by Declar- ant, and such sales shall be free irom comrmon expenses to the date of conveyance made or to a date as agreed upon by Decl,F:r- ant and Declarant's grantee. 2.6. Mort acting a Condominium Unit - Priority. An owner shall have the right from time to time to mortgage or encumber his interest by deed of trust, mortgage or. other security instrument. -A first mortgage shall be c;Ie which has first and paramount priority under applicable law. The cwner of a c:ond.ominluiil unit- may create junior mortgages, liens or enculm- brances on the following conditions: ii 26.1 That any such junior mortgages shall al�•rays be .:ubordinate to all of the terms, conditions, covenants, re-. .. st,_ fictions, uses, limitations, obligations, liens for common expenses and other obligations created by this Declaration, the Articles of 1-ncor:poration and the By --Laws for the Associa- tion. 26.2 V-iat: the mortgagee: under kny junior mortgage shall relea.,e, for that purpose of restoration of any improvements upon the niortgaged premises, all of his riglit, title and iiltc�rest in anti to the ,proceeds under all insurance policies 0. Book 445 PAuLS426 Upon said preini.:>es by the %::;SC)Ci-,tt..1(�It. such :hu l ] he furnished i:orthwith by a junior mortc_lagee upon wr.itt.cn roquest of one or more of the Inemb.crs of: the Board of Managers of the Assoc:iati_on. 2.7. Association as Attorney -in -fact- This Declaration does hereby make mandatory the irrevocable appointment of an attorney -in -fact- to dull with the property upon its damage,. destruction or obsolescence. Title to any condominium unit is declared and expressly made subject to the terms and conditions hereof, and accep- tance by any grantee .of a deed or other instrument of con- veyance from the Declarant or from any owner or grantor shall constitute appointment of the attorney -in -fact herein pro- vided. All of the owners irrevocably constitute and appoint the Association their true and lawful attorney in their name, place and stead for the purpose of dealing with the property upon its damage, destruction or obsolescence as is hereinaft-er provided. As attorney -in -fact, the Association, by its Presi- dent and Secretary or Assistant 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 unit owner which are necessary and appropriate to exercise the powers herein granted. Repair and reconstruction of the improvements as used in the succeeding subparagraphs means restoring the improvements to substantially the same condition in which they existed prior to the damage, with each unit and the general and limited common elements having substantially the same vertical and horizontal boundaries as before. The proceeds of any insurance collected shall be available to the Association for the purpose of repair, restoration or replacements unless the owners and a11 first mortcsagees agree not to rebuild in accordance wit;i the provision:: set forth hereinafter. 27.1 In the event of damage or destruction due to fire or othor disaster, the insurance proceeds, if -�ufficierrt to reconstruct_ the improvements, shall be applied by the Associ- ation, as attorney -in -fact, to cause the repair and restora- tion of the imprcverients. 27.2 If the insurance proceeds are insuf-Licier.t Co repair and reconstruct the i mprovenients, such darr:age or destruction shall be promptly repaired and reconstructed by the associ- ation, as attorrey-i.n-fact, using the proceeds of insurance and the proceeds of an assessment, if the insurance proceeds are insufficient, to be made against all of the owners and their condominium units. Such deficiency assessment shall be a common expense -and made pro rata according to each owner's percentage interest in the general common elements and shall be due and payable within thirty (30) days after written notice thereof. The Association shall have full authority, right and power, as att..orrey-in-fact, to cause the repair or restoration of .the improvements using all of the .insurance proceeds for such purpose n.otwithstlanding the failure of an owner to pay the assessment. The assessment provided for herein shall be a debt of each otner and a lien on his condo- minium unit and may be enforced Ur -id collected as is provided in paragraph 24. In addition thereto, the Association, as attorney -in -fact, shall have the absolute right and power to sell the condominium unit of any owner refusing or failing to pay such deficiency assess3;-tent, within the time provided, and if not so p�iid, the Association shall cause to be recorded a notice that the co, domini-r?m unit of the delinquent owner_ shall -15- he required to pay they Association the costs and expenses for riling the notices, interest on the of: t ? <a:; :i:ssnx:nt: ,t the rate of eighteen percent (lti,.) and all J:'. ;a;;on'Ible attorneys' fees and costs incident to a sale. The proceeds derived from the sale of such condominium unit shall he used and disbursed by the Association, as attorney -in -fact, in the following order: 27.2.1 For payment of taxes and special assessments liens in favor of any assessment entity and customary expense of sale; 27.2.2 For payment of the balance of the lien of any first mortgage; 27.2.3 For payment of unpaid common expenses and all costs, expenses and fees incurred by the Association; 27.2.4 For payment of junior liens and encumbrances in the order of and to the extent of their priority; and 27.2.5 The balance, if any, shall be paid to the unit owner. 27.3 notwithstanding Section 27.2, supra, if tZze insur- ance proceeds are insufficient to repair and reconstruct the improvement(s), all of the owners and the first nortgagee-s of record may agree not to repair or reconstruct the improve- ments; and in such event, the Association shall forthwith record a notice setting fortis such fact or facts, and upon the recording of such notice by the Asso-ciation's President and Secretary or Assistant Secretary, the entire Condominium Project shall be sold by the Association pursuant to the provisions of this paragraph, as attorney -in -fact for all of the owners, free and clear of the provisions contained in this Declaration, the trap, Articles of Incorporation z:rd By -Laws. Ass�,ssments for common expenses shall not be abated during the period prior to sale. The insurance settlement proceeds shall be collected by the Association, arid such proceeds shall be divided by the Association according to each owner's interest .n the common: elements, and such divided proceeds shall he paid into sef crate accounts, each such acco� .<nt representing one of the Condominium Units. ]lath _:uch account sh.:ll be in the name of thy: Association, and shall be further identified by he Condominium Unit designation and the na a :e of the ownc::_ . From each separate account the Association, a.s attorney -in - fact shall forthwith use and disburse the total amount of each of such accounts, without contribution from one account to another, toward the partial or full payment of the lien of any first mortgagee encumbering the Condominiums Unit re -.presented by such separate account. Thereafter, each such account :shall he supplemented by the apportioned amount of the proceeds obtained from the sale of the entire property. Such appor- tionment shall be based upon each Condominium Unit ot.ner's interest in the common elements. The total funds of each account shall be used and disbursed, without contribution, from one account to another by the Association, as attorney - in -fact, for the same purposes and in the same order as is provided in subparagraphs (27.2.1) through (27.2.5) of this paragraph. 27.4 The owners representing an aggregate ov.nership interest of seventy-five percent (75g), or rc.re, of the general common elements may agree that the general common elements are obsolete and adopt a plan for the renewal and reconstruction, which pl.n has the unanimous approval of all .0 0 mw 445 Fwk 828 f irst mortgagees of record tst HIC r.imo of_ the adoj.)tion of. :such plan. If a plan for tht� renewal or reconstruction is adopted, notice_ of s(ich Flan li, 1 I ar+ rucor,i. A, and the of renewal anal reco:1st.iuc:t_.icjn :,hall , i)CAYable by ;I)-J. of the owners as common expenses; provided, howevc- , t)1 t an own(!) - not a party to such a plan for renewal or reconstruction miry give written notice to the Association within fifteen (15) days after the date of adoption of such plan that such unit shall be purchased by the Association for the fair market value thereof. The Association shall then have thirty (30) days (thereafter) within which to cancel such plan. If such plan is not cancelled, -the condominium unit of the requesting owner shall be purchased according to the following pro- cedures. If such owner and the 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 notifies the other that he or it is unable to agree with the other shall be the "commencement date" from which all periods of time mentioned herein shall be measured. Within ten (10) days following the commencement date, each party shall nominate in writing (and give notice of such nomination to the other party) an appraiser. If either party fails to make such a noniinati_on, the appraiser nominated shall, within five (5) days after default by the other party, appoint and associate with him another appraiser.. if the two designated or selected appraisers are unable to agree, they shall appoint another appraiser to be umpire between them, if they can agree on such person. If they are unable to agree upon such umpire, each appraiser previously appointed shall nominate two appraisers, and from the names of the four appraisers so nominated one shall be drawn by lot by the appraiser appointed by the owner in the presence of the other appraiser, and the person c•:hose name was so drawn shall be the umpire. The nominations from whom the umpire is to be drawn by lot shall be submitted within ten (10) days of the failure of the two appraisers to agree, which, in any event, shall not be later than twenty (20) days following the appoint- ment of the second appraiser. The decision of the appraisers as to the fair market: value, or in the case of their disagree- r::ent, then the decision of the umpire, shall be final and binding. The expenses 4nd fees of such appraisers, shall be borne equally by the Association and the owner. The sale shall be consummated within fifteen (15) .days therea-fter, and the Association, as Attorney--in-fact, shall disburse the proceeds for the same purposes and in the same order as is provided in subparagraph 27.2.1 through 27.2.5 of this para- graph, except as modified herein. 27.5 The owners representing an aggregate ownership interest of seventy-five (75£) , or more, of the general comr-1ofi elements, with the consent of all first mortgagees of record at that time, may agree that the condominium units are obsolete and that the same should be sold. In such instance, the -Association shall forthwith record a notice setting forth such fact or facts, and upon the recording of such notice by the Association's President and Secretary or Assistant Secre- tary, the entire premises shall be sold by tine Association, as Attorney -in -fact for all of the owners, free and clear of the provisions contained in this Declaration, the Map and the By -Laws. The sales proceeds shall be apportioned between the owners on the basis of each owner's percentage interest in the general common elements, and such apportioned proceeds shall be paid into separate accounts, each such account representing one (1) condominium unit and each such account shall be in the name of the %ssociation and shall be further identified by the -15- • l`( liitllli( i111.1t d(SiCjll�`.'' 1rli� i.11�' Ot I,fi,' obVnc'C• accourlt, the Association, as Attorney in -fact, shall use ar.,•Jlst (of each) of lucsl conk 11)11tion oi, for the Sdirle pur•pos('arld to t.i: Iwile or(,'r as I`, through 27.2.5 of thils BOOK 445 PAULS)� di,;bu)'s(, the tol.a l fron-1 orlc accouni. to an.. ,v i(Wd III `,llt)i)i11 �1t)1'ilpil 28. Personal Property for uomm,n Use. The Associat-!on, as Attorney-in.fact for all of the owners, may acquire and hold for the use and benefit: of all of the condominium unit owners, real, tangible and intangible personal property and may dispose of the same by sale or otherwise. The beneficial interest in any such property shall be owned by all of the condominium unit owners in the same proportion as their respective interest in the general common elements, and such interest therein shall not be transferable except with a transfer of a con- dominium unit. A transfer of a condolrrinium unit; shall transfer to the transferee ownership of the transferor's beneficial interest in suchdroperty without any reference thereto. ;-ach o;rr,er may use such property'in accordance with the purpose for which it is intended without hindering or encroaching upon the lawful rights of the other owners. The transfer of title to a condominium unit under foreclosure shall entitle the purchaser to the beneficial interest in such personal property associated with the foreclosed condominium unit. 29. Registration of tailing Address. Each owner shall register his mailing address with the Association, and all notices or demands, except routine statements and notices, intended to be served upon an owner shall be sent by certified mail, postage prepaid, addressed in the name of the owner at such registered mailing address. If more than one person or entity owns a Unit, the Unit owners shall register one address only with the Associationand that address shall be deemed the registered address for all owners of the Unit. All notices, demands or other notices intended to be served upon the Board of {Managers of the Associ a-ti on or the Association shall be sent certified mail, postage prepaid, to the lnailing address of the Association in Pitkin County, Colorado. 30. Period of Condominium Ownership. The separate condominium estates created by this Declaration and the Map shall continue until this Declaration is revoked or terminated in the manner provided in this Declaration. 31. General Reservations. Declarant reserves the right to establish easements, reservations, exceptions and exclusions consistent with the condominium ownership of the condominium project and for the best interests of the condominium unit owners and the Association in order to serve the entire condominium project. 32. Recreational Facilities. The major recreational facilities which are to be common elements are as follows: a recreation room, t.v. room, readi-inq room and Jacuzzi. The recreational facilities are available for use by the owners, thier guests, tenants, family, and invitees, subject to the requirements of this Declaration, and By -Laws, and the Rules and Regulations. There shall be no fees or charges for such use in addition to the assessments described herein. 33. Maintenance of Lodge Facility. Declarant for itself and its grantees, successors and assigns hereby acknowledges that by virtu#e of the establishment of this condominium project as a "Condominiumized Lodge" [pursuant -to the pro. - visions of Ordinance No. 14 (Series of 1980), and specifically Sections 20-23 adopted by amendment to Chapter 20 of the Muniapal Code of the City of Aspen, Colorado, as such Ordinance and Municipal Code are presently constituted] use and maintenance of the common elements are restricted by the provisions of such Ordinance and Code which restrictions are fully set forth in this paragraph 33; use of the Units are restricted by such Ordinance and Code, which restrictions are fully set forth in paragraph 3.7, above, and in this paragraph 33; maintenance of the Condominium Project as a lodge facility is required by such Ordinance and Code, which requirements are fully set forth in this paragraph 33; and, availability of the Units to the general tourist market is required by such Ordinance and Code, which requirements are fully set forth in para— graph 3.7, above and in this paragraph 33. All these requirements shall be binding on the Declarant and its grantees, successors and assigns, as pro— vided in paragraph 34.6, below; and the condominiumization of Hotel Lenado shall be modified only by written agreement of the Aspen City Council and the owner or owners of the Condominium Project, as provided in paragraph 34.7, below. This Declaration and other .iocumerits creating and governin; the Con,loininium Project shall be modified only with prior written approval of the Aspen City Council, as provided in paragraph 34.8, below. 33.1 The Units shall remain in the short; -term rental market to be used as temporary accommodations available to the E;eiieral tourist market. This condition shall be met by the inclusion of the Units, at comparable rates, in any local reservation system for the rental of lodge units in the City of Aspen Colorado. Para,;raph 3.7, above, sets forth the restrictions relative to a Unit owner's personal use of a Unit. _ 16— • • BOOit 445 PAGL830 .33.2 The Association sisal I prov ide a minimum of two (2) 1A flows of employee housing. As used herein, "pillow" means sleeping accommodations for one (1) person. The Unit designated on Exhibit R and on the Condominiumu map as the "En-:_,loyee Unit" shall be leased by the Associal. from the Declarant ('for a rer:i al price I not to exceed city (A' n�31)erl mployee housing guidelines) and shall be deed restricted so as to provide for the employee housing as required by this paragraph 33.2. Such Employee Unit shall be utilized solely for the purposes hereinabove set forth and shall not be utlized for rental purposes. 33.3 The Association shall provide on -site management and maintenance and other tourist accommodation services for the management and operation of the common elements and for the compliance with the provisions and restrictions of such Ordinance and Coo,!, superior in quality and quantity to those provided by The Edelweiss Lodge during the three years prior to the date of this Dec- laration, 'HOTEL LENADO to be a reconstruction of that Edelweiss Lodge. Specifically, the following minimum tourist services shall be provided by the Association or contracted for by the Association in order to comply with the requirements of such Ordinance and Code, all of which services !hall be deemed condominium common expenses: (a) On -site management from 8:00 am to 8:00 pm seven days a week between December 17 and March 31, and between June 21 and Labor Day of each year; (b) Year round on -site caretaker, twenty-four hour services on call. (c) A continental breakfast between December 17 and March 31, and between June 21 and Labor Day of each year. (d) The following amenities shall be available to the lodge guests: con- tinental breakfast, apres ski drinks and hors d'oeuvres (during high season) Jacuzzi, recreation room, reading room and large screen cable tv. (e) Front desk service between 8:00 am and 8:00 pm seven days per week between December 17 and March 31 and between June 21 and Labor Day of each year. 33.4 The common areas of the Condominium Project shall remain common areas and the Condominium Project shall be maintained in a manner consistent with the Plan as of the date of this Declaration. Any changes, alterations or renovations made to common areas shall not diminish the size or quality of the common areas. 33.5 In order to comply with the provisions of such Ordinance and Code, the Declarant agrees for itself and its successors, grantees and assigns that the personal property, furniture and fixtures (including, but not limited to, furniture, fixtures, decorations, wall surfacing, window cover , bathroom fixtures and carpeting) contained within each Unit shall be maintained in a uniform, first class condition. The Board of Managers of the Association shall decide when and how such personal property, furniture and fixtures shall be maintained and/or replaced and the respective Unit owners shall comply with such decisions of the Board. The Board shall notify a Unit owner of any such decisions and such Unit owner shall have thirty days within which to commence compliance with such decisions, and full compliance shall be made with the ensuing sixty day period. Payment for the maintenance and replacement of such furniture, fixtures and . personal property within the Units shall be the responsibility of each respec- tive Unit owner. The Association shall not be responsible for such payment and the common elements shall not be subject to lien as a result of non payment by any Unit owner. In the event that a Unit owner fails to comply with the decisions of the Board, as required by this paragraph 33.5, the Asso- ciation may replace and/or maintain the said furniture, fixtures or personal property wtihin a Unit in order to maintain such uniform and first class con- dition. In such event, the Unit owner shall reimburse the Association for all monies expended thereby, including a service charge in the amount of twenty per- cent of such monies expended, within three days of delivery of notice to the Unit owner of such monies expended by the Association on behalf of -the Unit owner. In the event a Unit owner does not so timely reimburse the Association, the Association shall have a lien on the Unit foreclosable pursuant to the provisions contained in paragraph 24 above. 33.6 In order to comply with the provisions of such Ordinance and Code, and in order that the Condominium Project may be maintained as a first class lodge facility as contemplated by such Ordinance and Code, the Declarant -17- Bonk 445 PAu,83 1- agrees for itself, and its successors, yrantees and assigns, that the following reci;iirements will be complied with: (a) If a Unit owner desiros to sell a Unit, the showing of the Unit to pr< <,, Live ;purchasers sha1 be done through appointment with the front desk management only, in order that any lodge guests in the Unit not be inconvenienced. (b) A Unit owner's reservation of any days to be utilized for personal use during any given high season as set forth in paragraph 3.7, shall be delivered in writing to the Board of Managers or Managing Agent prior to the twenty-first day of the month of June preceding commencement of such high season. A Unit owner wishing to reserve that Unit for personal use for any time between June 21 and Labor Day of any year shall notify the Board of Managers or Managing Agent prior to January 1 of that year. During any other time of year, a Unit owner shall make any personal use of that Unit by special arrangement with the Board of Managers or Managing Agent. 33.7 No violation or breach of, or failure to comply with, any provisions of this paragraph 33 and no action to enforce any such provision shall affect, defeat, render invalid or impair the lien of any mortgage, deed of trust or other lien on any Condominium Unit taken in good faith and for value and per- fected by recording in the office of the County Clerk and Recorder of Pitkin County, Colorado, prior to the time of recording in said office of an instrument describing the Condominium Unit and listing the name or names of the owner or owners of fee simple title to the Condominium Unit and giving notice of such violation, breach or failure to comply or action to enforce affect, defeat, render invalid or impair the title or interest of the holder of any such mortgage, deed of trust, or other lien or the title or interest acquired by any purchaser upon foreclosure of any such mortgage, deed of trust or other lien or result in any liability, personal or otherwise, of any such holder or purchaser. Any such purchaser on foreclosure shall, however, take subject to this Declaration except only that violations or breaches of, or failures to comply with, any provisions of this paragraph 33 which occurred prior to the vesting of fee simple title in such purchaser shall not be deemed breaches or violations hereof or failures to comply herewith with respect to such purchaser, his heir, personal representatives, successors or assigns. 34. General. 34.1 If any of the provisions of this Declaration or any paragraph, sentence, clause, phrase or word, or the application thereof in any circumstance be invalidated, such invalidity shall not affect the validity of the remainder of the Declaration, and the application of any such provision, paragraph, sentence, clause, phrase or word in any other circumstances shall not be affected thereby. 34.2 The provisions of this Declaration shall be in addition to and supplemental to the Condominium Ownership Act of the State of Colorado and to all other provisions of law. 34.3 Whenever used herein, unless the context shall otherwise provide, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders. 34.4 The provisions of this Declaration shall be liberally construed to effectuate its purpose. 34.5 The sale or lease of a Condominium Unit shall be subject to the covenants, restrictions and requirements contained in this Declaration and the By -Laws, but there are no rights of first refusal on sale. • i eooK 445 PAut832 34.6 All.provisions of this Declaration shall be bindin„ on the Declarant and its grantees, successors, heirs, personal representatives and assigns and shall govern The Hotel. Lenado Condominiums for the life of the survivor of the present City Council of Aspen plus twenty-one years. r 34.7 The condomi.niumization of lidtel Lenado shall be modified only by the written agreement of the Aspen City Council and the owner or owners of The }lotel Lenado Condominiums. 34.8 This Declaration, the Statement of Exception from the Full Sub- division Process for the Purpose of Condominiumization of The hotel Lenado Condominiums, the Declaration of Covenants and Restrictions for The Hotel Lenado Condominiums, the Articles of Incorporation and By -Laws of The Hotel Lenado Condominium Association shall be modified by the owner or owners of The Hotel Lenado Condominiums only with the prior written approval of the Aspen City Council. IN WITNESS WHEREOF, Declarant iias duly executed this Declaration this iday of May, 1983. Declarant: LONGRUN, LTD, A Colorado Limited Partnership B4 y: General Partner By: General Partner BY ACKNOWLEDGEMENT HEREOF, the undersigned approves the covenants and recitations set forth in paragraphs 3.7, 33, 34.6, 34.7, and 34.8. APPROVED AS TO FOPJ4, on the respect to paragraphs 3.7, 33, 34.6, 34.7, and 34.8. Paul J. Tad une, City Attorne; STATE OF COLORADO ) ss. COUNTY OF PITKIN ) CITY OF ASPEN By: Mayor Attest: ►V U By: �J City Clerk The foregoing instrument was acknowledged before me this Q day of May, 1983, by Frank S. Peters and Daniel Delanoe. WITNESS my hand and offical seal. My commission expires: r7h', lid A:�> 0 No Pu 1c a k." wK 445 PAULS33 EXHIB-(I A Condominium Declaration for THE HOTEL LENADO CONDO!. NIU:''IS Lots A, B and C, Block 75, City and Townsite of Aspen, Pitkin County, Colorado • � A Q�i, EXHIBIT B en 445 �r�A34 Unit 1 (2/39) Unit 3 (2/39) Unit 7 (2/39) Unit 9 (2/39) Unit 10 (2/39) Unit 11 (2/39) Unit 16 (2/39) Condominium Declaration for THE HOTEL LENADO CONDOMINIUMS Unit 2 (3/39) Unit 4 (5/39) Unit 8 (3/39) Unit 15 (5/39) Unit 12 (3/39) Unit 14 (3/39) Unit A (3/39) - Employee Unit #s 5 & 6 omitted by design, # 13 by tradition. EXHJ"3IT C Condominium Declaration for TTEI. TLENADO CONDOMINIUMS 11 I 'o �m 445 PrVULg35 BOOK 445 MULS36 .10 �ooH 445 FaUL331 IAA i K BO OK 445 PAGE838 ,A v r b'O tj 4 a v C& A 0 p 0 x 9 v r Ar L ff nA le. WO' g y 1 7 E p L A N -4 • 0 • • R. ) F'rw� 839 1341Q14 Y DECLARATION OF COVENANTS AND RESTRICTIONS FOR y — o "' fn c-n -+ THE HOTEL LENADO CONDOMINIUMS _ � � C) r- M t: rn 7+ C7 :: LONuRUN, LTD., a Colorado Limited Partnership (hereinafter 11�9cvenE614 r"), for itself and its sucessors and assigns, in consideration ffjE thd7granting of an exception from the full subdivision process for the purpose of condomin- iumization, all with respect to the following described property, hereby cove- nants with the City of Aspen, Pitkin County, Colorado, to restrict said prop- erty, and hereby does restrict said property as follows: 1. Covenantor represents that it is the record title owner of the following described property, together with the improvements (including a lodge) which will be or has been constructed thereon: Lots A, B & C, Block 75, City and Townsite of Aspen, County of Pitkin, State of Colorado. 2. The one (1) dwelling unit located on the above -described property and described as Unit A, THE HOTEL LENADO CONDOidINIUMS, shall be and hereby is restricted solely to use as employee housing as now described in Section 24-11.4(b)(4) of the Municipal Code of the City of Aspen, or as it may be amended, and to rental and sale terms and price guidelines, qualifications 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 may from time -to -time be amended by the City Council. 3. In the event that any municipal improvement or improvements of a kind contemplated in Section 20-1u of the Municipal Code of the City of Aspen, as amended, become, in the sole judgement or discretion of the City Council of the City of Aspen, necessary or desirable to the area of the above -described property, Covenantor will make no objection to any special assessment or special tax or proceeding; therefor on the basis that the prop- erty is adequately served by existinf; improvements and/or on the basis that the premises will not be served or benefited by the improvement or improve- ments proposed. Covenantor further of-rees to join, upon demand therefor by the City, any improvement district formed for construction of such improve- ments (including, without limitation, signag7e, drainage, underground util- ities, paved streets, plantin_,, curls, gutters, sidewalks, paved alleys, street lights, traffic circulation, public transportation facilities, park- in; facilities, etc.) in the area of the above -described property or to re- imburse the City of Aspen directly upon demand therefor if the City should choose to construct these improvements without the formation of such a district. 4. The covenants contained herein shall run with the land and shall be binding on all parties having any right, title or interest in the said THE HOTEL LENADO CONDOMINIUMS, or any part thereof, and their heirs, repre- sentatives, successors and assigns, for the period of the life of the longest - lived member 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 these covenants are recorded. 5. None of the covenants contained herein shall be released or waived in any respect during the period they are binding without the prior consent of the City of Aspen reflected by resolution of the City Council of the City of Aspen. BOOK 445 MLSq i IN WITNESS WHEREOF, this declaration has been duly executed this day of May, 1983. , LTD. by rank S. a nera partner By: Daniel Delano, general partner STATE OF COLORADO ) ss. COUNTY OF PITKIN ) The foregoing instrument was acknowledged before me this:Ji-tk- day of May, 1983, by Frank S. Peters and Daniel Delano. WITNESS my hand and official seal. ``0 a'6 =� My commission expires: -741. jkk- ©;'•�1� �,^� ': ti. No Cy #1i! 0. 816 s-y N