HomeMy WebLinkAboutresolution.council.013-98 SOLUTDN NO. ! 5
Series of 1998
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROV1NG RESIDENTIAL CONTRACTS TO SELL CITY OWNED REAL PROPERTIES
TO CITY EMPLOYEES SUBJECT TO CERTAIN OCCUPANCY AND RESALE DEED
RESTRICTIONS FOR SAID PROPERTIES, APPROVING THE CREATION OF THE WATER
PLACE HOMEOWNERS ASSOCIATION, AUTHORIZING THE CONVEYANCE OF LOT 24,
"COMMON ELEMENTS" TO THE WATER PLACE HOMEOWNERS ASSOCIATION, AND
AUTHORIZING THE MAYOR, CITY MANAGER OR ASSISTANT CITY MANAGER TO
EXECUTE SAID AGREEMENTS AND DOCUMENTS ON BEHALF OF THE CITY OF
ASPEN, COLORADO.
WHEREAS, the City of Aspen owns certain real properties situate in the Aspen Water Plant
and Affordable Housing Subdivision in the City of Aspen, Colorado; and
WHEREAS, the City of Aspen, in furtherance of its policy of assisting its employees in
securing affordable housing, has indicated its willingness to have the said real properties purchased
by existing City employees subject to certain conditions and restrictions; and
WHEREAS, the buyers of said properties are employees of the City of Aspen and have
indicated a desire to purchase said properties from the City; and
WHEREAS, the sale and purchase of said units shall be subject to certain occupancy and
resale deed restrictions, and
WHEREAS, it is in the interests of the City and future owners of said properties to create a
homeowners' association to operate and manage certain common elements of the subdivision.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
ASPEN, COLORADO:
Section 1.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to James Crowley and Jan Schubert, as joint tenants:
Lot 18
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and Subdivision
appearing in Book 41 at Page 43 of the records of Pitkin County, Colorado.
For an amount not to exceed $321,500.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 2.
That the City Council of the City of Aspen hereby approves the sale of the following mat
property to David and Rebecca Blaine, as joint tenants:
Lot 23
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and Subdivision
appearing in Book 41 at Page 43 of the records of Pitkin County, Colorado.
For an amount not to exceed $299,100.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 3.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Randy and Sheryl Ready, as joint tenants:
Lot 19
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitldn County,
Colorado.
For an amount not to exceed $256,839.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 4.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Walter and Linda Chi, as joint tenants:
Lot 22
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin County,
Colorado.
For an amount not to exceed $280,054.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 5.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Brian and Nancy Nichols, as joint tenants:
Lot 3
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin County,
Colorado, and the use of a parking space on Lot 24, "Common Element."
For an amount not to exceed $145,649.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 6.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Nick and Edna Adeh, as joint tenants:
Lot 14
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin County,
Colorado, and the use of a parking space on Lot 24, "Common Element."
For an amount not to exceed $197,862.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 7.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Ian Macayeal and Danielle McCann, as joint tenants:
Lot 6
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin County,
Colorado, and the use of a parking Space on Lot 24, "Common Element."
For an amount not to exceed $135,635.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 8.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Matt Vaughn and Kathleen Kelly, as joint tenants:
Lot 8
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin County,
Colorado, and the use of a parking space on Lot 24, "Comnmn Element."
For an amount not to exceed $129,050.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 9.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to William and Kelly Linn, as joint tenants:
Lot 13
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin County,
Colorado, and the use of a parking space on Lot 24, "Common Element.".
For an amount not to exceed $133,968.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 10.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Rob Fabro¢ini and Karen Marie Panasewicz, as joint tenants:
Lot 7
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin CoUnty,
Colorado, and the use of a parking space on Lot 24, "Conunon Element."
For an amount not to exceed $123,435.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate..
Section 11.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Leon Murray:
Lot 12
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin County,
Colorado, and the use of a parking space on Lot 24, "Common Element."
For an amount not to exceed $94,968.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 12.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Tim Anderson:
Lot 11
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin County,
Colorado, and the use of a parking space on Lot 24, "Common Element."
For an amount not to exceed $l 17,700.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 13.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Rick Magnuson:
Lot 17
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin County,
Colorado, and the use of a parking space on Lot 24, "Common Element."
For an amount not to exceed $65,200.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 14.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Gervaise DuPree:
Lot 1
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitldn COunty,
Colorado, and the use of a parking space on Lot 24, "Common Element."
For an amount not to exceed $97,900,00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 15.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Ryan Malloy:
Lot 9
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin County,
Colorado, and the use of a parking space on Lot 24, "Common Element."
For an mount not to exceed $65,200.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 16.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Tabatha S. Miller:
Lot 5
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin County,
Colorado, and the use of a parking space on Lot 24, "Common Element."
For an amount not to exceed $124,206.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 17.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Brian Heeney and Linda Kasde, as joint tenants:
Lot 10
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin County,
Colorado, and the use of a parking space on Lot 24, "Common Element."
For an amount not to exceed $124,942.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 18.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Neat Goldsborough:
Lot 4
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin County,'
Colorado, and the use of a parking space on Lot 24, "Common Element."
For an amount not to exceed $88,100.00 plus a 2% contingency, all*as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 19.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to Ron and Joy Christian, as joint tenants:
Lot 21
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin County,
Colorado, and the use of a parking space on Lot 24, "Common Element."
For an amount not to exceed $122,000.00 plus a 2% contingency, all as set forth in the Residential
Contract to Buy and Sell Real Estate.
Section 20.
That the City Council of the City of Aspen hereby approves the sale of the following real
property to the Water Place Homeowners Association:
Lot 24, "Common Elements"
City of Aspen Water Treatment Plant and Affordable Housing Project SPA and
Subdivision appearing in Book 41 at Page 43 of the records of Pitkin County,
Colorado.
For an amount not to exceed $10.00.
Section 21.
That the City Council of the City of Aspen hereby approves the above sale of real
properties upon terms substantially similar to those set forth in the "Residential Contract to Buy and
Sell Real Estate" appended hereto as Exhibit ' 'A" and incorporated herein as if fully set forth here.
Section 22.
That the City Council of the City of Aspen approves the above sale of properties subject to
deed restrictions substantially similar to those set forth in the "Occupancy and Resale Restriction,'
Agreement, and Covenant" appended hereto as Exhibit "B " and incorporated herein as if fully set
forth here.
Section 23.
That the City Council of the City of Aspen approves the creation of the Water Place
Homeowners AsSociation and hereby directs the City Attomey to file with the Secretary of State the
Articles of Incorporation, a copy of which are appended hereto as Exhibit "C".
Section 24.
That the City Council of the City of Aspen hereby adopts the By-Laws for the Water Place
Homeowners Association as appended hereto as Exhibit "D". '
Section 25.
That the City Council of the City of Aspen hereby approves the "City of Aspen Water
Treatment Plant and Affordable Housing Project SPA and Subdivision Declaration of Covenants,
Conditions and Restrictions" for the future use, operation, administration and maintenance of
certain facilities or functions common to the use and benefit of the Water Place project, and hereby
directs the City Manager to record said covenants with the County Clerk and Recorders Office. A
copy of said covenants is appended hereto as Exhibit "E".
INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the
(3day of ~4.t..e~1998.
Joh~ S. Bennett, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a tree and
accurate copy of that resolution adopted by the City Council of the City Of Aspen, Colorado, at a
meeting held on the day herein above stated.
athryn ~.~h, Ci y C erk
JPW-2/18/98-G:\john\word\resos\waterpl.res.doc
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RESIDENTIAL
CONTRACT TO BUY AND SELL REAL ESTATE
THIS AGREEMENT, made tkis day of ,199 , by and
between and , Purchasers, and the CITY OF ASPEN,
COLORADO, a Colorado home rule municipal corporation, Seller.
WITNESSETIt:
WHEREAS, the Seller owns certain real property situate in the City of Aspen, Pitldn County,
ColoradO; and
WHEREAS, is an employee of the City of Aspen and he/she and his/her
spouse desire to purchase said real property as joint tenants; and
WHEREAS, Seller, in furtherance of its policy in assisting its'employees in securing affordable
housing, h~ indicated its willingness to have the said real property purchased by City employees
subject to certain conditions and restrictions;
NOW, THEREFORE, in consideration of the terms, conditions, restrictions and covenants
contained herein and in that certain "Occupancy and Resale Deed Restriction, Agreement and
Covenant" appended hereto as Exhibit "A", the parties hereto agree as follows:
fl""' 1. Subject to the terms and conditions set forth in this Agreement and the deed restrictions
set forth at Exhibit "A" appended hereto and incorporated here as if fully set forth, Seller agrees to
convey to Purchasers the following described property:
together with all improvements thereon and all fixtures of a permanent nature currently on the premises
except as hereinafter provided, in their present condition, ordinary wear and tear excepted, hereinafter
called the Property.
2. The undersigned person(s) , as joint tenants
hereby agree to buy the Property upon the terms and conditions stated herein.
3. The purchase price shall be U.S. $
4. Price to include any of the following items currently on the Property: lighting, heating,
plumbing, ventilating, and central air conditioning fixtures; attached TV antennas and/or water softener
1
(if owned by Seller); all outdoor plants, window and porch shades, venetian blinds, storm windows,
/-----~ storm doors, screens, curtain rods, drapery rods, attached mirrors, linoleum, floor tile, awnings,
fireplace screen and grate, built-in kitchen appliances, wall-to-wall carpeting, all in their present
condition, conveyed free and clear of all taxes, liens and encumbrances except as provided in
Paragraph 11.
Personal property shall be conveyed by bill of sale.
5. If a new loan is to be obtained by Purchaser from a third party, Purchaser agrees to
promptly and diligently (a) apply for such loan, (b) execute all documents and furnish all information
and documents required by the lender, and (c) pay the customary costs of obtaining such loan. Then if
such loan is not approved on or before , or if so approved but is not available at time
of closing, this contract shall be null and void and all payments and things of value received hereunder
shall be returned to Purchaser.
6. Purchaser agrees to apply for a loan and agrees to pay interest rate not to exceed 9% per
7. If a note is to be made payable to Seller as partial or full payment of the purchase price,
this contract shall not be assignable by Purchaser without written consent of Seller.
8. Cost of any appraisal for loan purposes to be obtained after this date shall be paid by
Purchasers.
9. An abstract of title to the Property, certified to date, or a current commitment for title
insurance policy in an amount equal to the purchase price, at Seller's option and expense, shall be
furnished to Purchaser on or before ,199 . If Seller elects to furnish said title' insurance
commitment, Seller will deliver the title insurance policy to Purchaser after closing and pay the
premium thereon.
10. The date of closing shall be the date for delivery of deed as provided in Paragraph 11.
The hour and place of closing shall be as designated by mutual consent of the parties.
11. At the Closing, title to the Property shall be marketable in Seller. Subject to payment of
the purchase price as provided in Paragraph 3 and compliance by Purchasers with all of the other terms
and conditions to be complied with by Purchasers under this Agreement, Seller shall execute and
deliver to Purchasers at the closing a good and sufficient General Warranty Deed conveying the
Property free and clear of all liens and encumbrances, except recorded and/or apparent easements for
telephone, cable, electricity, water, sanitary sewer, and subject to building and zoning regulations. The
parties hereto further agree to execute at the time of conveyance and have recorded, at Purchaser's
expense, an "Occupancy and Resale Deed, Restriction Agreement, and Covenant" for the property on a
form identical to that appended hereto as Exhibit "A" and incorporated herein by this reference.
/.-.-., 12. Except as stated in Paragraphs 11 and 13, if title is not merchantable and written notice
of defect(s) is given by Purchaser or Purchaser's agent to Seller or Seller's agent on or before date of
closing, Seller shall use reasonable effort to correct said defect(s) prior to date of closing. If Seller is
unable to correct said defect(s) on or before date of closing, at Seller's option and upon written notice
2
to Purchaser or Purchaser' s agent on or before date of closing, the date of closing shall be extended
/--'--. thirty days for the purpose of correcting said defect(s). Except as stated in Paragraph 13, if title is not
rendered merchantable as provided in this Paragraph 12, at Purchaser's option, this contract shall be
void and of no effect and each party hereto shall be released from all obligations hereunder and all
payments and things of value received thereunder shall be returned to Purchaser.
13. Any encumbrance required to be paid may be paid at the time of settlement from the
proceeds of this transaction or from any other source. Provided, however, at the option of either party,
if the total indebtedness secured by liens on the Property exceeds the purchase price, this contract shall
be void and of no effect and each party hereto shall be released from all obligations hereunder and all
payments and things of value received hereunder shall be returned to Purchaser.
14. The parties hereto acknowledge that the property is not subject to general taxes up to the
date of closing. Purchasers shall be responsible for the payment of all property taxes and assessments
levied following the date of closing.
15. In the event the Property shall be damaged by fire or other casualty prior to time of
closing, in an amount of not more than ten per cent of the total purchase price, Seller shall be obligated
to repair the same before the date herein provided for delivery of deed. In the event such damage is not
or cannot be repaid within said time or if the damages exceed such sum, this contract may be
terminated at the option of Purchaser and all payments and things of value received hereunder shall be
returned to Purchaser. Should Purchaser elect to carry out this contract despite such dmnage, Purchaser
shall be entitled to all the credit for the insurance proceeds resulting from such damage, not exceeding,
however, the total purchase price. Should any fixtures or services fail between the date of this contract
and the date of possession or the date of delivery of deed, whichever shall be earlier} then Seller shall
be liable for the repair or replacement of such fixtures or services with a unit of similar size, age and
quality, or an equivalent credit.
16. Time is of the essence hereof. If any note or check received as earnest money hereunder
or any other payment due hereunder is not paid, honored or tendered when due, or if any other
obligation hereunder is not performed as herein provided, there shall be the following remedies:
(a) IF SELLER IS IN DEFAULT, (1) Purchaser may elect to treat this contract as
terminated, in which case all payments and things of value received hereunder shall be returned
to Purchaser and Purchaser may recover such damages as may be proper; or (2) Purchaser may
elect to treat this contract as being in full force and effect and Purchaser shall have the fight to
an action for specific performance or damages, or both.
(b) IF PURCHASER IS IN DEFAULT, (1) Seller may elect to treat this contract as
terminated, in which case all payments and things of value received hereunder shall be forfeited
and retained on behalf of Seller and Seller may recover such damages as may be proper, or (2)
Seller may elect to treat this contract as being in full force and effect and Seller shall have the
right to an action for specific performance or damages, or both.
(c) Anything tothe contrary herein notwithstanding, in the event of any litigation
arising out of this contract, the court may award to the prevailing party all reasonable costs and
. expense, including attomey's fees.
3
17. Seller represents and warrants to Purchasers that it is not a foreign person as defined in
Section 1445(f) (3) of the Internal Revenue Code of 1954, as amended, and agrees to execute and
deliver to Purchasers at closing an affidavit of such fact.
18. The terms and provisions of this Agreement shall be binding upon and shall inure to the
benefit of the heirs, executors, administrators, personal representatives, successors and assigns of the
Seller and Purchasers; provided that the Purchasers may not assign or modify this Agreement without
prior written consent of the Seller as contained herein.
IN WITNESS WHEREOF, the parties have set their hands and seals on the date first set forth
above.
SELLER:
CITY OF ASPEN, COLORADO
By:
John S. Bennett, Mayor
ATTEST:
Kathryn S. Koch, City Clerk
PURCHASERS:
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DISCLOSURE STATEMENT
NOTICE TO NON-EMPLOYEE SPOUSE OF CITY OF ASPEN EMPLOYEE WXTH RESPECT TO
THE PURCHASE OF CITY-OWNED REAL PROPERTY SUBJECT TO CERTAIN CONDITIONS
AND RESTRXCTIONS.
READ THIS STATEMENT AND SIGN IT ONLY IF YOU UNDERSTAND ITS CONTENTS.
Because your spouse is an employee of the City of Aspen and the City has a policy of assisting
its employees in securing affordable housing, you and your spouse may be eligible to purchase real
property that has certain conditions and res~ctions placed upon it. These conditions and restrictions
are set fo~ in a document entitled City of Aspen, and Covenant. Please read that document carefully.
The conditions and restrictions include, but are not limited to, the following matters:
1) The maximum price for which the property may be resold.
2) A requirement that the property be resold to the City or itsdesignee within 180 days of
the date your spouse ceases to be an einployee of the City of Aspen.
3) A requirement that if you and your spouse own other real property that is developed, it
must be immediately listed for sale; and, thereafter sold within 180 days of closing;
4) In the event that your spouse pre-deceases you, you will be required to execute and
deliver a warranty deed conveying the property back to the City within 180 days. The purchase price
for this sale will be the price calculated in accordance with the provisions in the deed restrictions. The
City Council may extend that time in case of hardship or until you are able to qualify for and procure
substantially similar housing accommodations from the Aspen/Pitkin County Housing Authority.
Please note that these conditions and restrictions are not similar to those that apply to real
property sold through the Aspen/Pitkin County Housing Authority.
I have read this disclosure form, and understand its contents, as evidenced by my signature
below.
City of Aspen Emplyee's Spouse Date
Nalne:
Printed or typed
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as set forth in section 6(a) of this Agreement shall, upon the date of such breach,
automatically cease to increase as set out in paragraph 6 of this Agreement, and
shall remain fixed until the date of cure of said breach.
GENER:LL PROVISIONS
17. NOtices. Any notice, consent or approval which is required to be given hereunder
shall be given by mailing the same, certified mall, return receipt requested,
properly addressed and with postage fully prepaid, to any address of the party as
long as prior written notice of the change of address has been given to the other
parties to this Agreement. Said notices, consents and approvals shall be sent to
the parties hereto at the following addresses unless otherwise notified in writing:
To Owner:
To Aspen: City Manager
130 South Galena Street
Aspen, Colorado 816i I
18. Exhibits. All exhibits attached hereto, if any, are incorporated heroin and by this
reference made a part hereof.
19. Severability,. Whenever possible, each provision of this Agreement and any other
related document shall be interpreted in such manner as to be valid under
applicable law; but, if any provision of any of the foregoing shall be invalid or
prohibited under said applicable law, such provisions shall be ineffective to the
extent of such invalidity or prohibition without invalidating the remaining
provisions of such document.
20. Choice of Law. This Agreement and each and every related document is to be
governed and construed in accordance with the laws of the State of Colorado.
21. Successors. Except as otherwise provided heroin, the provisions and covenants
contained herein shall inure to and be binding upon the heirs, successors and
assigns of the parties.
22. Section Headings. Any paragraph or section heading within this Agreement is
inserted solely for convenience of reference, and is not intended to, and shall not,
govem, limit or aid in the construction of any terms or provisions contained
heroin.
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OGV'dO~OD 'KEaSV ~0 X!ID
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
""" (303) 894-2251
.,,UST BE TYPED Fax (303) 894-2242
FILING FEE: $50.00 ·
MUST SUBMIT TWO COPIES
ARTICLES OF INCORPORATION
Please include a typed OF A COLORADO NONPROFIT
self-addressed envelope CORPORATION
The undersigned person(s) acting as incorporator(s) of a nonprofit corporation under the Colorado Nonprofit Corporation Act
execute(s) the following Articles of Incorporation for such corporation:
FIRST: The name of the nonprofit corporation is: The Water Place Homeowners Association
SECOND: The address of the initial registered office of the nonprofit corporation in Colorado is: 130 S. Galena St.,
Aspen, CO 81611
(Address must include building number and suite number,
· street [or rural route number], town or city and zip code· Include a P.O. Box if mailing address is different from
street address)
and the name of its initial registered agent at such address is Stephen Barwick
THIRD: The nonprofit corporation (wiIlYwY~i'~N) ( circle one) have members.
FOURTH: Provisions regarding the distribution of assets on dissolution are: The assets of the Association
shall be allocated to the numbers in the same Droportions as the number
of lots owned by each number.
FIFTH: The nonprofit corporation shall have 3 directors who shall serve as the initial board of directors.
The name and address of each director is: (This information is not required)
NAME OF DIRECTOR ADDRESS (include zip code)
Amy L. Margerum 130 S. Galena, Aspen, C0 81611
Randy Ready 130 S. Galena, Aspen, CO 81611
S~XTH: The name(s) and address(es) of each inCorporator(s) is:
NAME OF INCORPORATOR(S) ADDRESS (include zip code)
te en arwic 130 S. Galena, Aspen, CO 81611
The signature of each incorporator:
Revised 7/95
ARTICLES OF INCORPORATION
THE WATER PLACE HOMEOWNERS ASSOCIATION
The undersigned hereby signs and acknowledges, for delivery in duplicate to the Secretary of
State of Colorado, these Articles of Incorporation u~nder the Colorado Nonprofit Corporation Act.
ARTICLE 1
NAME
The name of this corporation is THE WATER PLACE HOMEOWNERS ASSOCIATION,
hereinafter referred to as the "Association".
ARTICLE 2
DURATION
The duration of the Association shall be perpetual.
ARTICLE 3
PURPOSE AND POWERS OF ASSOCIATION
3.1 The Association shall operate the Common Interest Community known as the City of
Aspen Water Treatment Plant and Affordable Housing Project SPA and Subdivision'CWater Place"),
located in the City of Aspen, County of Pitkin, Colorado, in accordance with the powers set forth in the
Colorado Common Interest Ownership Act, as amended, and the Colorado Nonprofit Corporation Act,
as amended.
3.2 The AssociatiOn shall promote the health, safety, welfare, and common benefit of the
residents of the Common Interest Community.
3.3 The Association shall do any and all permitted acts, and shall have and exercise any and
all powers, fights, and privileges which are granted to a Common Interest Community Association
under the laws of the State of Colorado and the Declaration, Bylaws, Rules and Regulations, and other
governing documents of the Association.
3.4 The foregoing statements of purpose shall be construed as a statement of both purposes
· and powers. The purposes and powers stated in each clause shall not be limited or restricted by
reference to or interference from the terms or provisions of any other clause, but shall be broadly
construed as independent purposes and powers.
3.5 The Association is vested with the obligation of operation and maintenance of the
common areas of Water Place Subdivision, pursuant to the Declaration of Covenants, Conditions and
Restrictions flied for record in the office of the Clerk and Recorder of Pitkin County, Colorado.
3.6 The Board of Directors and the officers of the Corporation shall have no personal
liability to the Corporation or its members for monetary damages arising from breach of fiduciary duty
as a Director or officer except as expressly limited by the provisions of Colorado Revised Statues 7-22-
101 (r). The Corporation shall indemnify the Directors and the officers as contemplated in Colorado
Revised Statues 7-22-101.5.
ARTICLE 4
NONPROFIT
The Association shall be a nonprofit corporation, without shares of stock.
ARTICLE5
MEMBERSItlP RIGHTS AND QUALIFICATIONS
5.1 The classes, rights, and qualifications and the manner of election or appointment of
members are as follows:
(a) the members shall be of one (1) class, Owners who own Lots are defined in the
Declaration;
(b) any person who holds title to a Lot in Water Place shall be a member of the Association,
provided that there shall be only one (1) membership for each Lot owned;
(c) membership shall be automatically transferred upon the conveyance of that Lot;
(d) voting shall be one (1) vote per Lot, and the vote to which each membership is entitled
is the vote assigned to its Lot in the Declaration;
(e) . ifa Lot is owned by more than one (1) person, those persons shall agree among
themselves how a vote for that Lot's membership is to be cast. Individual co-owners may not cast
fractional votes. A vote by a co-owner for the entire Lots membership interest shall be deemed to be
pursuant to a valid proxy, unless another co-owner of the same Lot objects at the time the vote is cast,
in which case such membership's vote shall not be Counied.
ARTICLE 6
DECLARANT RESERVED RIGHTS
The Declaration of Water Place shall have additional rights and qualifications as may be
provided under the Colorado Common Interest Ownership Act and the Declaration. During the period
of Declarant control, the Declarant, or persons designated by Declarant, subject to certain limitations,
may appoint and remove the officers and members of the Board of Directors. The period of Declarant
control terminates sixty (60) days after the conveyance of seventy-five percent (75%) of the Lots that
may be created to Owners other than Declarant. The Declarant may voluntarily surrender the fight to
/.--, appoint and remove officers and Directors before termination of the periods of Declarant control, but in
that event the Declarant may require, for the duration of the period of Declarant control, that specified
actions of the Association or Board of Directors, as described in a recorded instrument executed by the
Declarant, be approved by the Declarant before they become effective. Not later than sixty (60) days
after conveyance of twenty-five percent (25%) 0fthe Lots that may be created to Owners other than
Declarant, at least one (I) member, and not Less than twenty-five percent (25% of the members of the
members of the Boardof Directors, shall be elected by Owners other than the Declarant. Not later than
sixty (60) days after conveyance of fifty percent (50%) of the Lots that may be created to Owners other
than Declarant not less than one-third (1/3) of the members of the Board of Directors must be elected
by Owners other than Declarant.
ARTICLE 7
REGISTERED AGENT FOR SERVICE AND ADDRESS
The initial registered agent of the Association shall be John P. Worcester at the registered
address of 13 0 S. Galena Street, Aspen, Colorado 8 1611.
ARTICLE 8
BOARD OF DIRECTORS
The initial Board of Directors shall consist of three (3) persons. The names and addresses of
the persons who shall serve as Directors until their successors shall be elected and qualified are as
follows:
Amy L. Margerum
130 S. Galena Street
Aspen, Colorado 81611
Randy Ready
130 S. Galena Street
Aspen, Colorado 81611
Stephen Barwick
130 S. Galena Street
Aspen, Colorado 81611
ARTICLE 9
INCORPORATOR
The name and address of the incorporator is:
Stephen Barwick
130 S. Galena Street
Aspen, Colorado 81611
ARTICLE 10
AMENDMENT
Amendment of these Articles shall require the assent of at least two-thirds (2/3) of the members
the Association as provided in the Colorado Nonprofit Corporation Act.
ARTICLE 11
DISSOLUTION
Upon dissolution or final liquidation of the Association, other than by merger or consolidation,
the assets of the Association shall be allocated to the members in the same proportions as the number
of lots owned by each member bears to the total number of lots in Water Place andshall be disbursed,
net of expenses and debts of the Association; to the members and their mortgages, or as their respective
interests may appear.
ARTICLE 12
EXECUTION
IN WITNESS WHEREOF, the undersigned incorporator has signed these Articles in duplicate
this 13 day of ~'~/b ~/~ ,199~,
STATE OF COLORADO
) ss.
COUNTY OF PITKIN )
The foregoing Articles of Incorporation were acknowledged before me this {,,3 day of
~'eb/1.~ 199~, by Stephen Back.
Witness my hand and official seal.
My commission expiresi My Commission
12/26/2000
N~tary Public .....
EaA-02/11/98-g:~edna~word\WP-ARTCk
BY LAWS
OF
THE WATER PLACE HOMEOWNERS ASSOCIATION
ARTICLE 1 ~ INTRODUCTION
These are the Bylaws of The Water Place Homeowners Association, which shall operate
under the Colorado Nonprofit Corporation Act, as amended, and the Colorado Common Interest
Ownership Act, as amended, Colorado Revised Statutes 38-33.3-101, et ~eq., hereinafter referred
to as the "Act", the Articles of Incorporation of the Association, and the Declaration of
Covenants, Conditions and Restrictions for The City of Aspen Water Treatment Plant and
Affordable Housing Proj eel SPA and Subdivision filed for record in the office of the Clerk and
Recorder of Pitkin County, Colorado, on the day of ,199 .
ARTICLE 2 - BOARD OF DIRECTORS
2.1 Number and Qualification -- Termination of Declarant Control.
(a) The affairs of the Association shall be governed by a Board of Directors
which, until the termination of the period of Declarant control, shall consist of two '(2)
persons, the majority of whom, excepting the Directors appointed by the Declarant, shall
be Owners. Directors shall be elected by the Owners. At any meeting at which Directors
are to be elected, the Owners may, by resolution, adopt specific procedures which are not
inconsistent with these Bylaws or the Colorado Nonprofit Corporation Act for conducting
the elections.
(b) The terms of all Directors shall expire annually. -
(c) The Declaration shall govern appointment of Directors of the Board of
Directors during the period of Declarant control.
(d) The Board of Directors shall elect the officers. The Directors and officers
shall take office upon election.
2.2 Powers and Duties. The Board of Directors may act in all instances on behalf of
the Association, except as provided in the Declaration, these Bylaws or the Act. The Board of
Directors shall have, subject to the limitations contained in the Declaration and the Act, the
powers and duties necessary for the administration of the affairs of the Association, including the
following powers and duties:
(a) Adopt and amend Bylaws and Rules and Regulations;
(b) Adopt and amend budgets for revenues, expenditures and reserves;
(c) Collect assessments for Common Expenses from Owners;
(d) Hire and discharge managing agents;
(e) Hire and discharge employees, independent contractors and agents other
than managing agents;
(f) Institute, defend or intervene in litigation or administrative proceedings or
seek injunctive relief for violations of the Association's Declaration, Bylaws or Rules in
the Association's name, on behalf of the Association or two (2) or more Owners on
matters affecting the Association;
(g) Make contracts and incur liabilities;
(h) Regulate the use, maintenance, repair, replacement and modification of
common Elements;
(i) Cause additional improvements to be made as a part of the Common
Elements.
(j) Acquire, hold, encumber and convey, in the Association's name, any right,
title or interest to real estate or personal property, but Common Elements may be
conveyed or subjected to a security interest only pursuant to Colorado Revised Statutes
38-33.3-312;
(k) Grant easements for any period of time, including permanent easements,
and grant leases, licenses and concessions for no more than one (1) year, through or over
the Common Elements;
(1) Impose and receive a payment, fee or charge for services provided to
Owners and for the use, rental or operation of the Common Elements, other than Limited
Common Elements described in Colorado Revised Statutes 38-33.3-202(1)(b) and (d);
(m) Impose a reasonable charge for late payment of assessments and, after
notice and heating, levy a reasonable fine for a violation of the Declaration, Bylaws,
Rules and Regulations of the Association;
(n) Impose a reasonable charge for the preparation and recording of
amendments to the Declaration or statements of unpaid assessments;
(o) Provide for the indemnification of the Association's officers and the Board
of Directors and maintain Directors' and officers' liability insurance;
(p) Exercise any other powers conferred by the Declaration or Bylaws;
2
(q) Exercise any power that may be exercised in the state by a legal entity of
the same type as the Association;
(r) Exercise any Other power necessary and proper for the governance and
operation of the Association;
2.3 Manager. The Board of Directors may employ a Manager for the Association, at
a compensation established by the Board of Directors to perform duties and services authorized
by the Board of Directors. The Board of Directors may delegate to the Manager only the powers
granted to the Board of Directors by these Bylaws under Section 2.2. Subdivisions (c), (e), (g)
and (h). Licenses, concessions and contracts may be executed by the Manager pursuant to
specific resolution of the Board of Directors and to fulfill the requirements of the budget.
2.4 Removal of Directors. The Owners, by a two-thirds (2/3) vote of all persons
present and entitled to vote, at any meeting of the Owners at which a quorum is present, may
remove any Director of the Board of Directors, other than a Director appointed by the Declarant,
with or without cause.
2.5 Vacancies. Vacancies in the Board of Directors, caused by any mason other than
the removal of a Director by a vote of the Owners, may be filled at a special meeting of the
Board of Directors held for that purpose at any time after the occurrence of the vacancy, even
though the Directors present at that meeting may constitute less than · quorum. These
appointments shall be made in the following manner:
(a) As to vacancies of Directors whom Owners other than the Declarant
elected, by a majority of the remaining elected Directors constituting the Board of
Directors; and
(b) As to vacancies of Directors whom the Declarant has the fight to appoint,
by the Declarant.
Each person so elected or appointed shall be a Director for the remainder of the term of
the director so replaced.
2.6 Regular Meetings. The first regular meeting ofthe Board ofDirectors following
each annual meeting of the Owners shall be held within ten (10) days after the annual meeting at
a time and place to be set by the Owners at the meeting at which the Board of Directors shall
have been elected. No notice shall be necessary to the newly elected Directors in order to legally
constitute such meeting, provided a majority of the Directors are present. The Board of Directors
may set a schedule of additional regular meetings by resolution, and no f~rther notice is
necessary to constitute regular meetings,
2.7 Special Meetings. Special meetings of the Board of Directors may be called by
the president or by a majority of the Directors on at least three (3) business days' notice to each
3
Director. The Notice shall be hand delivered or mailed and shall state the time, place and
purpose of the meeting.
2.8 Location of Meeting. All meetings of the Board of Directors shall be held within
the City of Aspen.
2.9 Waiver of Notice. Any director may waive notice of any meeting in writing.
Attendance by a Director at any meeting of the Board of Directors shall constitute a waiver of
notice. If all the Directors are present at any meeting, no notice shall be required, and any
business may be transacted at such meeting.
2.10 Quorum of Directors. At all meetings of the Board of Directors, a majority of the
Directors shall constitute a quorum for the transaction of business, and the votes of a majority of
the Directors present at a meeting at which a quortun is present shall constitute a decision of the
Board of Directors. If, at any meeting, there shall be less than a quorum present, a majority of
those present may adjottm the meeting. At any adjourned meeting at which a quorum is present,
any business which might have been transacted at the meeting originally called may be
transacted without further notice.
2.11 . Telephone Communication in Lieu of Attendance. A Director may attend a
meeting of the Board of Directors by using an electtonic or telephonic communication method
whereby the Director may be heard by the other members and may hear the deliberations of the
other members on any matter property brought before the Board of Directors. The Director' s
vote shall be counted and the presence noted as if that Director were present in person on that
particular matter.
ARTICLE 3 - LOT OWNERS
3.1 Annual meeting. Annual meetings of Owners shall be held in the City of Aspen,
Colorado, at such date set forth in the notice. At these meetings, the Directors shall be elected by
ballot of the Owners, in accordance with the provisions of Article 2 of the Bylaws. The Owners
may transact other business as may properly come before them at these meetings.
3.2 Budget Meeting. M~etings of Owners to consider proposed budgets shall be
called in accordance with the Act. The budget may be considered at Annual or Special Meetings
called for other purposes as well.
3.3 Special Meetings. Special meetings of the Association may be called by the
president, by a majority of the members of the Board of Directors or by Owners comprising
twenty percent (20%) of the votes in the Association.
3.4 Place of Meetings. Meetings of the Owners shall be held at a suitable place
convenient to Owners, as may be designated by the Board of Directors or the president.
3.5 Notice of Meetings. The secretary or other officer specified in the bylaws shall
cause notice of meetings of the Owners to be hand delivered or sent prepaid by the United States
mail to the mailing address of each Lot or to the mailing address designated in writing by the
Owner, not less than ten (10) not more than sixty (60) days in advance of a meeting. No action
shall be adopted at a meeting except as stated in the notice.
3.6 Waiver of Notice, Any Owner may, at any time, waive notice of any meeting of the
Owners in writing, and the waiver shall be deemed equivalent to the receipt of notice.
3.7 Adjournment of Meeting. At any meeting of Owners, a majority of the Owners who
are present at that meeting, either in person or in proxy, may' adjourn the meeting to another time.
3.8 Order of Business. The order of business at all meetings of the owners shall be as
follows:
(a) Roll cail;
(b) Proof of notice of meeting;
(c) Reading of minutes of preceding meeting;
(d) Reports;
(e) Election of members of the Board of Directors;
(f) Ratification of budget;
(g) Unfinished business; and
(h) New business.
3.9 Voting.
(a) If only (1) one of several owners of a Lot is present at a meeting of the
Association, the Owner present is entitled to cast all the Votes allocated to the Lot. If more than
one (1) of the owners are present, the Votes allocated to the Lot may be cast only in accordance
with the agreement of a majority in interest of the owners. There is a majority agreement if any
one (1) of the owners casts the Votes allocated to the Lot without protest being made promptly to
the person presiding over the meeting by another owner of the Lot.
(b) Votes allocated to a Lot may be case under a proxy duly executed by an
Owner. If a Lot is owned by more than one person, each Owner of the Lot may vote or register
protest to the casting of votes by the other owners of the Lot through a duly executed proxy. An
Owner may revoke a proxy given under this section only by actual notice of revocation to the
person presiding over a meeting of the Association. A proxy is void if it is not dated or purports
to be revocable without notice. A proxy terminates one year after its date, unless it specifies a
shorter term.
3.10 Quorum. Except as otherwise provided in these Bylaws, the Owners present in
person or by proxy at any meeting of Owners, but no less than fifty-one percent (51%) of the
members, shall constitute a quorum at that meeting.
/-"', 3.11 Majority Vote. The Vote of a majority of the Owners present in person or by proxy
at a meeting at which a quorum shall be present' shall be binding upon all Owners for all purposes
except where a hig/~er percentage Vote is required in the Declaration, these Bylaws or by law.
ARTICLE 4 - OFFICERS
4.1 Designation. The principal officers of the Association shall be the president, the vice
president, the secretary and the treasurer, all of whom shall be elected by the Board of Directors.
The Board of Directors may appoint an assistant treasurer, an assistant secretary and other
officers as it finds necessary. The president and vice president, but no other officers, need to be
Directors. Any two offices may be held by the same person, except the office of president and
secretary. The Office of vice president may be vacant.
4.2 Election of Officers. The officers of the Association shall be elected armually by the
Board of Directors at the organizational meeting of each new Board of Directors. They Shall
hold office at the pleasure of the Board of Directors.
4.3 Removal of Officers. Upon the affirmative vote of a majority of the Directors, any
officer may be removed, either with or without cause. A successor may be elected at any regular
meeting of the Board of Di'rectors or at any special meeting of the Board of Directors called for
that purpose.
,~--.
4.4 President. The president shall be the chief executive officer of the Association. The
president shall preside at all meetings of the owners and of the Board of Directors. The president
shall have all of the general powers and duties which are incident to the office of president of a
nonprofit corporation organized under the laws of the State of Colorado, including but not
limited to the power to appoint committees from among the Owners from time to time as the
president may decide is appropriate to assist in the conduct of the affairs of the Association. The
president may fulfill the role of treasurer in the absence of the treasurer. The president may
cause to be prepared and may execute amendments, attested by the secretary, to the Declaration
and these Bylaws on behalf of the Association, following authorization or approval of the
particular amendment as applicable.
4.5 Vice President. The vice president shall take the place of the president and perform
the president's duties whenever the president is absent or tinable to act. If neither the president
nor the vice president is able to act, the Board of Directors shall appoint some other Director to
act in the place of the president on an interim basis. The vice president shall also perform other
duties imposed by the Board of Directors or by the president.
4.6 Secretary. The secretary shall keep the minutes of all meetings of the Owners and
the Board of Directors. The secretary shall have charge of the Association's books and papers as
the Board of Directors may direct and shall perform all the duties incident to the office of
/._., secretary of a nonprofit corporation organized under the laws of the State of Colorado. The
secretary may cause to be prepared and may attest to execution by the president of amendments
6
to the Declaration and the Bylaws on behalf of the Association, following authorization or
approval of the particular amendment as applicable.
4.7 Treasurer. The treasurer shall be responsible for Association funds and securities, for
keeping full and accurate financial records and books of account showing all receipts and
disbursements and for the preparation of all required financial monies and other valuable effects
in depositories designated by the Board of Directors and shall perform all the duties incident to
the office of treasurer of a nonprofit corporation organized under the laws of the State of
Colorado. The treasurer may endorse on behalf of the Association, for collection only, checks,
notes and their obligations and shall deposit the same and all monies in the name of and to the
credit of the Association in banks designated by the Board of Directors. Except for reserve funds
described below, the treasurer may have custody of and shall have the power to endorse for
transfer, on behalf of the Association, stock, securities, or other investment instnunents owned or
controlled by the Association Or a fiduciary for others. Reserve funds of the Association shall be
deposited in segregated accounts or in prudent investments, as reserves for the purposes for
which they were deposited, by check or order, authorized by the treasurer, and executed by two
(2) Directors, one (1) of whom may be the treasurer if the treasurer is also a Director.
4.8 Agreements, Contract, Deeds, Checks, etc. Except as provided in Sections 4.4, 4.6,
4.7 and 4.9 of these Bylaws, all agreements, contracts, deeds, leases, checks and other
instruments of the Association shall be executed by persons designated by the Board of
Directors.
4.9 Statements of Unpaid Assessments. The treasurer, assistant treasurer, a manager
employed by the Association or, in their absence, any officer having access to the books and
records of the Association may prepare, certify and execute statements of unpaid assessments, in
accordance with Colorado Revised Statutes 38-33.3-316.
The Association may charge a reasonable fee for preparing statements of unpaid
assessments. The amount of this fee and the time of payment shall be established by resolution
of the Board of Directors. Any unpaid fees may be assessed as a Common Expense against the
Lot for which the certificate or statement is furnished.
ARTICLE 5 - ENFORCEMENT
5.1 Abatement and Enjoinment of Violations of Owners. The violation of any of the
Rules and Regulations adopted by the Board of Directors or the breach of any provision of the
Documents shall give the Board of Directors the right, after notice and hearing, except in case of
an emergency, in addition to any other rights set forth in these Bylaws:
(a) To enter the Lot or Limited Common Element in which, or as to which, the
violation or breach exists and to summarily abate and remove, at the expense of the
defaulting owner, any structure, thing or condition (except for additions or alterations of a
permanent nature that may exist in that Lot) that is existing and creating a danger to the
Common Elements contrary to the intent and meaning of the provisions of the
7
Documents. The Board of Directors shall not be deemed liable for any manner of
trespass by this action; or
(b) To enjoin, abate or remedy by appropriate legal proceeds, either at law or in
equity, the continuance of any breach.
5.2 Fine for Violation. By resolution, following notice and hearing, the Board Of
Directors may levy a fine of up to $25.00 per day for each day that a violation of the Documents
or rules persists after notice and hearing, but this amount shall not exceed that amount necessary
to insure compliance with the rule or order of the Board of Directors.
ARTICLE 6 - INDEMNIFICATION
The Directors and officers of the Association shall have the liabilities, and be entitled to
indemnification, as provided in Colorado Nonprofit Corporation Act, the provisions of which are
incorporated by reference and made a part of this document.
ARTICLE 7 - RECORDS
7.1 Records and Audits. The AssociatiOn shall have the liabilities, and be entitled to
indemnification, as provided in Colorado Nonprofit Corporation Act, the provisions of which are
incorporated by reference and made a part of this document.
7.2 Examination. All records maintained by the Association or the Manager shall be
available for examination and copying by any Owner, any holder of a Security Interest in a Lot
or its insurer or guarant0r, or by any of their duly authorized agents or attorneys, at the expense
of the person examining the records, during normai business hours after reasonable notices.
7.3 Records. The Association shall keep the following records:
(a) An account for each Lot, which shall designate the name and address of each
Owner, the name and address of each mortgagee who has given notice to the Association
that it holds a mortgage on the Lot, the mount of each Common Expense assessment, the
date on which each assessment comes due, the amount paid on the account and the
balance due;
(b) An account for each Owner showing any other fees payable by the Owner;
(c) A record of any capital expenditures in excess of $3,000.00 approved by the
Board of DireCtors for the current and next two (2) succeeding fiscal years;
(d) A record of the mount and an accurate accom~t of the current balance of any
reserves for capital expenditures, replacement and emergency repairs, together with the
amount of those portions of reserves designated by the Association for a specified
project;
(e) The most recent regularly prepared balance sheet and expense statement, if
any, of the Association;
(f) The current operating budget adopted pursuant to Colorado Revised Statutes
38-33.3-315(1) and ratified pursuant to the procedures of Colorado Revised Statutes 38-
33:3-303(4);
(g) A record of any unsatisfied judgments against the Association and the
existence of any pending suits in which the AsSociation is a defendant;
(h) A record of insurance coverage provided for the benefit of Owners and the
Association;
(i) A record of any alterations or improvement to Lots or Limited Common
Elements which violate any provisions of the Declarations of which the Board of
Directors has knowledge;
(j) A record of any violations, with respect to any portion of the Association, of
health, safety, fire or building codes or laws, ordinances, or regulations of which the
Board of Directors has knowledge;
(k) A record of the actual cost, irrespective 0fdiscounts and allowances, of the
maintenance of the Common Elements;
(I) Balance sheets and other records required by local corporate law;
(m) Tax returns for state and federal income taxation;
(n) Minutes of proceedings ofincorporators, Owners, Directors, committees of
Directors and waivers of notice;
(o) A copy of the most current versions of the Declaration, Bylaws, Rules and
resolutions of the Board of Directors, along with their exhibits and schedules.
ARTICLE 8 - ARBITRATION
In the event that the Board of Directors is unable to carry out its functions required by the
provision of the Articles of InCorporation, these Bylaws, the Condominium Declaration or the
Common Interest Ownership Act because of the failure to obtain a quorum or a majority vote,
then the President and the Secretary shall each designate an arbitrator within thirty (30) days of
the date of such failure of a quorum or a majority vote. Each of the two (2) arbitrators so
appointed shall appoint a third arbitrator within forty-five (45) days of the date of the failure of
the quorum or a majority vote, The three (3) arbitrators shall render a binding decision on all
Owners within sixty (60) days of the date of the failure of the quorum or majority vote on all
matters then in noncompliance with the Articles of Incorporation, these Bylaws, the
Cundominium Declaration and the Common Interest Ownership Act. The costs and expenses
incurred in the rendering of the binding decision of the arbitrators shall be considered to be a
common expense.
ARTICLE 9 - MISCELLANEOUS
9.1 Notices. All notices to the AssociatiOn or the Board of Directors shall be delivered to
the office of the Manager, or, if there is no Manager, to the office of the Association, or to such
other address as the Board of Directors may designate by written notice to all Owners and to all
holders of Security Interest in the Lots who have notified the Association that they hold a
Security Interest in a Lot. Except as otherwise provided, all notices to any Owner shall be sent to
the owner's address as it appears in the records or the Association. All notices to holders of
Security Interests in the Lots shall be sent, except where a different manner of notice is specified
elsewhere in the documents, by registered or certified mail to their respective addressees, as
designated by them in writing to the Association. All notices shall be deemed to have been given
when mailed, except notices of changes of address, which shall be deemed to have been given
when received.
9.2 Fiscal Year. the fiscal year of the Association shall be the calendar year.
9.3 Waiver. No restriction, condition, obligation or provision contained in these Bylaws
shall be deemed to have been abrogated or waived by reason of any failure to enforce the same,
irrespective of the number of violations or breaches which may occur.
9.4 Office. The principal office of the Association shall be on the Property or at such
other place as the Board of Directors may from time to time designate.
9.5 Working Capital. A working capital fund is to be established in the amount of two
(2) months' regularly budgeted initial Common Expense assessments, measured as of the date of
the first assessment on the first phase, for all Lots as they are created in proportion to their
respective allocated Interest in Common Expenses. Any amounts paid into this fund shall not be
considered as advance payment of assessments. Each Lot's share of the working capital fund
may be collected and then contributed to the Association by the Declarant at the time the sale of
the Lot is closed or at the termination of Declarant control. Until paid to the Association, the
contribution to the working capital shall be considered m~ unpaid Common Expense Assessment,
with a lien on the Declarant's unsold Lots pursuant to the Act. Until termination of Declarant
control of the Board of Directors, the working capital shall be deposited without interest in a
segregated fund. While the Declarant is in control of the Board of Directors, the Declarant.
cannot use any of the working capital funds to defray its expenses, reserve coniributions or ·
construction costs or to make up budget deficits.
9.6 Reserves. AS a part of the adoption of the regular budget the Board of Directors shall
include an amount which, in its reasonable business judgment; will establish and maintain an
adequate reserve fund for the replacement of improvements to the Common Element and those
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Limited Common Elements that it is obligated to maintain, based upon the project's age,
remaining life and the quantity and replacement cost of maj or Common Element improvements.
ARTICLE I0 - AMENDMENTS TO BYLAWS
10.1 The Bylaws may be amended only by vote of two-thirds (2/3) of the members of the
Board of Directors, following notice and comment to all Owners, at any meeting duly called for
such purpose.
10.2 No amendment of the Bylaws of this AssoCiation shall be adopted which would
affect or impair the validity or priority of any mortgage covering any Lot or which would change
the provisions of the Bylaws with respect to institutional mortgagees or records.
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