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HomeMy WebLinkAboutcoa.lu.su.306 S Garmish.0045.2007ti. ,~ City of Aspen Community Devebpment Department CASE NUMBER 0045.2007.ASLU PARCEL ID NUMBER 2735-124-71-039 PROJECT ADDRESS 306 S. Gannisch St. PLANNER Jason Lasser CASE DESCRIPTION Subdivision Exemption REPRESENTATIVE Lenny Oates DATE OF FINAL ACTION 9/20/07 CLOSED BY Amy DeVault r. .,~ ... _ s ,,.., ..~,. .. File Edk Record Navigate Fcrrc =~. e;_~o:~:_s ForLnat Iab Help ' Group '.Acton comdevlu ~ LAND USE REVIEW rScheduleReQuast--~--- ----.-_.__............_ ___..__ .. Assigned by lennifep r JENNIFER PHELAN ~ Schad start 08~36~2007 01:15:19 PM ~ Scired end ~-J foMact~- Phone Received.. J ~: y - _--.__ _._ _.... -_____-- ResulSldormation_-- -_ _.. __ :. _._. -:- -. ~- -:: Ji: ~:. Complete)""....... 'Code ~~ Start date 08J21~20W 01:15:34 PM [j Complete date 09~20~2007 03:58:08 PM J Hours 3.75 .Completed by: jasonl - JASON LASSER IVR Message(" j, I. Comments Activil Check Last 8.21.07 -REVIEW APPLICATION, PLAT - 2 HR5 -JL 8.22.07 -FINISH REVIEW/MEET W/ LENNIE FOR CHANGES -1 HR -JL : 9-4-07-APPLICANT DELIVERED REVISED SET -JL : 9-14-07-REVIEW REVISED SET/REQUEST MYLARS CALL-.5 HR -JL '. 9-18-07 - MYLARS DROPPED OFF BY LENNY -JL 9.20.07-SIGNATURES/CLERKS-.25-JP FORJL i. Group~numberthisactionislor ~~ ! AspenGoltllb] - ~ ~, .,r CITY OF ASPEN COMMUNITY DEVELOPMENT DEPARTMENT Aereement for Payment o[ City of A mn Develooment Aoollcation Fees CITY OF ASPEN (hereinafterCiTY)and 306 s. Garmiech, LLC (hereinafter APPLICANT) AGREE AS FOLLOWS: I. APPLICANT his submitted to CffY an applicatioq for Condominiumization of five newly conatrucCEd residential units at 306 S. Garmiach, (hereinafter, THE PROJECT). Aspen, Colorado 2. APPLICANT understands and agrees that City of Aspen Ordinance No. 57 (Series of 2000) establishes a fee alructuro for Land Use applications and the payment of all processing fees is a condition precedent to a determination of application wmpleteness. 3. APPLICANT and CITY agree that because of the siu, nature or scope of the proposed project, i[ is not possible at this time [o ascertain the full extent of the wale involved in processing the application. APPWCANT and CffY further agree that it is in the interest of the parties that APPLICANT make payment of as initial deposit and to thereafter permit additional vests to be billed to APPLICANT on a monthly basis. APPLICANT agrees additional costa may accrue following tlteu hearings and/or approvals. APPWCANT agrees he will be becefited by retaining greater cash liquidity and will make additional paymwta upon notification by the CITY when thry are neussary as wets are inwrred. CITY agrees it will be benefited through the greater certainty of rewvering its full vests to process APPLICANT'S application. 4. CITY and APPLICANT further agree that it is impracticable for CITY stall' to wmpkte processing or present sufficient information m the Planning Commission and/or City Council m enable the Planning Commission and/or City Council to make legally required findings for project wnsideration, unless current billings are paid in full prior to decision. 5. Therefore, APPLICANT agrees that in wnsidention of the Cl'fY's waiver of its right to wllect full fees prior to a detertninetion of application wmpletenesa, APPLICANT shall pay an initial deposit in the amount of S 909.00 which is for three (3) boon of Community Development staff time, and if actual recorded vests exceed the initial deposit, APPLICANT shall pay additional monthly billings to CfCY to reimburse the CITY for the proceaeing of the application mentioned above, including poet approval review at a nre of 5235.00 per planner hour over the initial deposit Such periodic payments shall be made within 30 days of the billing date. APPWCANT further agrees that failure to pay such accnred vests shall be grounds for suspension of processing, and in no case will building permits be issued until all vests associated with case processing have been paid CITY OF ASPEN sy: Chrla Beadon Community DevNopment DireMor APPLICANT 306 S. Garmiach, LLC V / By: • gent Date: Bgl To Malliug Address and Telephone Number. c/o Oates, Knezevich, Gardenewartz & Kelly, p. C. op ine ve., r oor Aspen, CO 81611 970-920-1700 ~,. ,. ATTACHMENT 2 -LAND USE APPLICATION APPLICANT; Name: 306 3. Garmiach, LLC LOCat10f1: 306 S. Garmisch, Aspen, CO 81611 (Indicate street address, lot 8c block number legal description where appropriate) ParcellD#(REQUIRED) 273512471038 6 273512471039 REPRESENTATIVE' Name: Leonard M. Oates ,4ddre85: 533 E. Hopkins Ave., 3rd Floor, Aepen, CO 81611 Phone#: 97o-9zo-17o0 Name: 306 S. Oarmiech Townhomee Condominiums Addre9y, 306 S. t3armisch, Aepen, CO 81611 hOlle #: 970-920-1700 TYPE OP APPLICATION: (please check all th ^ Conditional Use ^ Conceptwl PUD ^ Conceptual Historic Devi ^ Special Review ^ Final PUD (& PUD Amendment) ^ Final Historic Development ^ Design Review Appeal ^ Conceptual SPA ^ Minor Historic Devt. ^ GMQS Allotment ^ Final SPA (& SPA Amendment) ^ Historic Demolition ^ GMQS Exemption ^ Subdivision ^ Historic Designation ^ ESA - 8040 Graenline, Stream ~ Subdivision Exemption (includes ^ Small Lodge Conversion! Margin, Hallam Lake Bluff, cendominiumi2ation) Expawion Mountain View Plane ^ Lot Split ^ Temporary Use ^ Other. Lot Line Ad'ushnent Tex Amendment EXISTING COND1770N3: (description of existing butldinlp uses previous approvals etc ) New constructed residential condominium - two (2) free market units and two (2) deed restricted affordable housing unite PROPOSAL: (description of proposed buildinRS uses, modifications etc ) Condominiumization of newly constructed residential building Have you attached the following? FEES DuE: S 909. o0 © Pre-Application Conference Summary ® Attachment #1, Signed Fee Agreement ^ Response to Attachment #3, Dimensional Requirements Fotm ^ Response to Attachment #4, Submittal Requirements-Including Written Responses to Review Standards All plow that are larger than g.5" :11" mwt be folded sod a Qoppy disk with an electronic copy of sB written text (Microsoft Word Format) mwt be submitted as part of the appBcatlon. ALTA OWNER'S,POLICY -10-1 POLICY OF TITLE INSURANCE ISSUED BY STEWART TITLE cuARAivTY corrnArtY SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, STEWART TITLE GUARANTY COMPANY, a Texas corporation, herein celled the Ctmrpany, insures, es of Date of Policy shown in Schedule A, agai>mt loss or damage, rat exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason ot: 1. Title to the eataoe or iaterest descnbed in Schedule A being vested other than as stated therein; 2. Any defect in or lien or wcewbrance an the title; 3. Urmtarketabiliry ofthe title; 4. Lack of a right of access m and from the land The Compmy will also pay the costa, atmrnerya' fees end expenses incurred in defewe of the title, es iasured, but only m the extent provided m the Conditions and Stipulations. IN WITNESS WHEREOF, Stewart Title Gueranry Company has cawed this policy m be signed and sealed by its duly authorized officers w of the Date ofPolicy shown in Schedule A. STEWART TITLE GUARANTY COMPANY ate CNlar~ s! tN aYr~ Countersigned: ~= ~\~~ ~~ Attthortzed Conamrsigaatttle S ~j~~j~ ~t~ *~ . ~~'I'a' f/ #A^ ~~ 1 s o e "o ~l'M14~f • ~x~ Stewart Title of Colorado Inc. - Aerym Division (970) 925-35'77 620 East Haplrins Avenue Aspen; CO 8161( EXCLUSION3 FROM COVERAGE The fo8orvireg mutaa arc apmnly acbded Ginn ax eovttage of Nit policy tad the Company will rat pay lon or dsmsge, cosh, atteoeys' face m apmta which arise by ratm oP. t. (a) Airy brv, ord'mmeee m gervesmamW reguluion (iabdmg Got tot limited m bruWbg avd zarhrg laws, ordintrca, m regalatien) ratrirAOg, reguletuq, peohtbitlng m rdatina m (i) the oooapmay, ors, a sAjoytoeat of the Yod; (ri) the chmacter, dimmsiom m bation of my impwvemmt cow m (walla armtad oa the Iwd: (iir) a sepauioo io ownership m a change m Ne dimmaiam m era of the land m eery pemd of which the Wed it m was a pmt; m (iv) mvimmnmtst promcnm, m the effect of toy vloWioa of thew kwa. otmnatecet a govmernmtel resululma, except m tlx ettett that a aeia of tlx mfommwd thmeof m ^ notice of a defect, 8m m mcumhmxe vaulting (loin a vbYtiorr a a0eged vioYtbn atfeetbg the Imd Imt bao mceded m the public reeorN u Date of Potlcy. (b) My govemmenml po8ce power not acmded by (a) above, aept m Ne stmt drm a entice of tlx exmciw thmaof m ^ notice of a defect, lien m mcumbnrroe vaulting from a vbhtion m alleged viotatbn etfembg the Imd has berm rtxadedm the public wmr~ u Date of Policy. 2. fUgla of eminent domtin uolea notice of the aeteiw thavof hu been receded in Ne public remrdt >q Dam of Policy, but not esctuding from coverage airy talcmg which ha occtared prim m 1>.teorPoBey which wouN be badirrg on the righa of. purchawr Por vabe wiNea knowbdge. s. Ddmn, Saes, mmoNtmca, adverw cLims m otlw nmams: (a) crated, mffaed. twumad m agreed m by the iraured chant; (b) am Imown m Ne COY, cot recorded b the public reemdt u Date of Policy, but Imorvn m the iroored elainunt and Trot drwbsed in writing m the Compmy by the huured cieimeM prim m the due ax msmed oNtmant became m inseed under this policy, (c) eauaing io no ba m damage m ex vreurad clsimtM; (d) etttching m crated subeequad m Dme of PoBcy; m (e) rauahtg io lon m damage which would rat have been suttahred if the inwrtd eleimau had paid vehx for sex estate m imaealvimrrM by Nis poesy. serial Ne. o-FRO-FORMA l of 4 ALTA OwNBR'S POLICY to-n-92 4. Any ckim, which crier oe of the tnaertlon vaNng in me homed me ewm a intact insured ~by my policy, by tarn of tlm operetim of kderal banqup[cy, wen mrlvmcY, a similar eNitou'righa kwt, met is bred m: (a) me tranrctioa a'a~i me mete a iotaM hrsmed by mie policy being dearred a hatdolmt rameyance a flaadulmt tranaf'er, m (b) me trarrrction ermtkrg me crate a iotaea ~ by uric potley bang deemed a prefamtial aamfer asp where Nte pmferemid mnsta rauhs fiom me 4ihve (i) b timely raced me irotmmmt of sancta; or (ii) of ardr recordation b impart notice to s purchra fa value or s jrdgormt or lien eeditor. CONDITIONS AND STIPULATIONS I. DBRINITION OR TBRMS. TUe Potlowiag tart when need in uric pogcyman: - - (a)'tinmred": the iaaaed named in Schedule A, end, wbjat to enY righn a defarsa rho Company would 6sve had agaiart the named irravod, thor who aaecee0 m the intact oftbe named loured by operation of kw r diatinguiNrad lion porchar inehdiog, but not limited m. halo, dimflartea, devisee, nvvivora, paaoml mprsarmtives, oat of kin. acorporee or Rdeciery smcarrs. (b) "hooted ckimeot": m inaaoed claiming kqa a damage (o) 'Ymowled4d' or "Imowo": eetml koowkdgq not corotrrrctive knoenedga a roNa which may be imputed m an immed by croon of the publk raoNa r deflaed in thin policy or any cure records whirl ivtpnt cOmhllcNve natirof mama atfeotisg the hind. (d)'Yaod": ma had described or refereed b in Schedule A, cad improvmtma effiaed thereto whie6 by kw coortimm rml popery. The tam'Ymd" dot tut medrde coy property beyond the Imo of the aaa daaibed a refined b in Schedule [Aj(C], nor srry right. tick. itnaeq, awls a earntmt in abutting ea'ew, raN, avenues, atloye, bocce, ways a wetarwaya, bur souring herein sWtl nudity a I®it ma atom b which a right ofaccae m cad from the krrd q iosued by ihb policy. . (e) "mortgagd' mmtpge, deed of vtst. true deed, a cure aeeuriy ioamrvraa. (t) "public reeorda": mmtds aebdehed trom>• slue ataaaa.u Dam oPPoflcy flx the pmpor of imparting oont6tw'tive noNa otmetas rdatiag m cal property m purcbuae for v~kre cad wimont knowledge Whh mapee b Bastion 1(exiv) others Brcluiau From Coveagq "pubtlc romrde" shell oho hrchrde mvhaunmml p.Okekn lime flkd in thetmade of the ck'rlc otter United Stets diatrie court for the district b which Lire kadq krated. (g)'twrmkeebitlry of the litb": m atlegad a apparent maaar effecting the thk m me lead. not exchded or extxpted flour covmrgq wbieh would emWe a pmohua of Nre awls or intact dmaibad fo 9ohedub A b be rdard 8om me obNgatkn m parehaae by vhhre of a anaechrel coaNtion regoviog me delivery of meAcaWk title 2. CONTINUATTON OF D~ISI/RANCE AIR'Blt CONVEYANCE OF T1TI.E. The eovemge of urea policy ahetl cominue in force r oPDam otPOflcy io tutor of m immed ody r Img r me mauod resins m ewm or in0ert is me lend, a holds m bdeb/ednau seemed by • purelur roomy nmrtgege given by a pmciasa from me insured, m Doty r img r me ionved shstl have liability by taros of eoveome ofwamny made by me iosaed hr any hwfa a conveysoce of the awe a irrtaest.This pofley ahetl not commm in fours in Rvorofany purareaa flour the huumd ofama () m ewm a imereN in the lend. a (N) m'vdebmdow seemed by s purohsro mosey mortgage glum m me leased. ~. NOTICE OF CLAIM TO B6 GIVEN BY INSURBD CLAIMANT. The irraurad coil notiy ma Compny prompty m wtithrg (i) in car of cry Ntigatim r rt toM in Section 4(s) bebw, (N) m ar knowledge shall come b r mewed hereunder of any ckim of title a enterer which u adveaa b the thk m me eswe a Intact. u bitted, cad which might scar lop or damage Pot which me Compatry may be flebk by virtue of ink pogcy, a (iii) tf tftla m me awe a tutees, u fmured. u rgmted r mwakeabla If pomp rmtla lhatl na De given b me Company. mm r m me imurod all liability of ma Company shell laminate win regard m me melts a rmNas Pot which pomp entice n raprhed; provided, however, the lhiluro m aottty me Company ahsll io m cue pejadia the tiglu of say foamed ands mo policy mime me Compmy shall be projudictd by me 6ihve and mm ody b me erect of me prqudiee 1. DBFBNSE AND PROSECUTION OR ACTIONS; DUTY OR D~UABD CWMANT TO COOPBEATB. (a) Upm written request by me maned and subject m me optbm conmined is Suction 6 of urea Coaditiom and Stipulation, the Compmy, u is own crt end wimoul umegmsbk deky, shalt provide for the defmr of r foamed m tlNgaioa k trhielr say thud party auan a claim advar m ma Nile m intact r inatued, 6m Day r m nor awed same of actin alkgiog s defka, tlm a armntbeame a other maser maned ageimt by uric pofiey. The Coropny shall have me tight b saint camrl of is choice (rbjaa m Nre right of me roamed m object for retook came) m rpamt me htatsed u m nor crated Dame otactlon and sWtl sot be liable fa and witl tut pay the tea of coy cure armwL The ComPauY witl sot pay any bees, caw a apensa irrcrared by fie memM in the detlote of nor aura creation which allege vrtias not moved agaioa by ink policy. N) The Compmy ahatl hays the right, a is own coat, b madmen and prcamme coy aaov a proceeding a m do coy etlvr as whkh io ire opioioa meY be rwemalr a deshabk b atablk6 me title m me atom or iotaea. r waved. a m prevent a mduee lea a damge b the ioarred. The Compny may mks my appropiate erfiorr under me mom o[thfs policy, w6ema a tut h aheil w lisbb heremder, end ahatl na thereby concede labiliy or waive my proviskn of this policy. ffme Compmy ehatl acct is ngMs ads this pamgreph, it ehatl do r ditlgartly. (e) Wheowa me Company ahatl have Woagly m aetkn a iatapueed a dofmr r regrdred a permiaed by me provision of this policy. me Company m+Y iw+ue srry 6tigaNm m rural detammeiorr by a noun of wmpamt juridicNm and eaprmy reaava me right, is ro auk discretion, b sppnl flour coy advert judgnrmt err order. (d) m su sea where this policy permit a rgoha the Comperry m prosaum or provide forme drtmr oPaay action a proaediog, me craned shell seems to me Compny me tight m r proeavm a provide deface i4 me attics a procadirrg, end all appaab therein, and permit me Covrpory m nee at ib oplioq me navre of me insured fa urea purpose Wdmeva regmeed by the Coatpmy, the firmed. al me Company's arperae, shatl give the Compny atl moombk sid (i) fie any sction a prooadieg, sauriag evidatce, obmvrkg wimaea, pasturing a defmdmg the attics or poceediog, a effecting aealemmt, and (i7 in any cure kwtul ere which in the opioioo of the Compny may 6e oamay or deevabla m ewblidr ma Nth m the amen a inteea u emoted. If the Compmy is prejrdiead by the 6ihrm of the insured b linttiah the requQed cooperation, the Comparry'a obligetioro b the immed ads the policy shall tam:"_. mchding coy liability a o6lipNOn m defend, proctors, or eanthrue soy litigtion, rrlt6 urged ro the waver a mattes rapufng such Serial Na o-Pao-POxMA®'-~ Paget pf4 ALTA OWNER'S POLICY 10.17-92 S. PROOF OF LO88 OR DAMAC& b addition to and attar We notice required coda Section 3 of Were Condition and SOpukttioes have been povided the Corgwty, a goof of lose a daoage aipned end awom a by the inetaed cbimaot shall ba famished ro the Company wiWin 90 days aria the vteraad cieitnmt Ball atcertaia We 6ca giving rise ro We bra a damage. The goof of lose a damage fW0 dewn'be the defect iq or lien or eoarohaoce m the rifle, o<oWa ttmaa inaurod egaiest by Wb polity whio6 eonpiata the hedr of lees ordsmage and aha8 ua0. m the extent poaarbk, the basis oPp~9 the amount of We for a danage H tla Company b prgjtdfoed by the fa7ese of the loosed eWmma ro provide the requited proof of bas or damagq the Compeay'a oblipdiom ro the issued undo the po8ey dull arminue. unehdong any liability a obligation ro dePood, praecate, or costirnue soy litigation, with re~gud ro We rostra or mattes raryiringwebprootofbradamaga b addition, the insured etavaam mry roawnbly be required ro submit ro examintbn under oath M anY authormed nepresmative of We Congmry sod 9a0 produce for ateminatlon, mrPeotiou and onPYmw a rock roanebk time and place es may ba daipated by eery aahesmed repa~mOve of Oa Company. all reoorda. books, ledsas, olteoka, oorregroodmce and mararaods, whaha bearing a daa belbtea offs Dam of Polcy, which rwwrabry parain ro We loo or damage FuMa, if regtwtaa by say wthaiaed tapraesmive of the conq,my, the tnwrad ebimmt aha0 pant is paraiaaioo, b aaiWtg, for any authorimd eepraaartrive of We Compaq. ro ~•^~•, vppect and copy all records, books, bdgers, clreeka. corrapoedmce and nrmaanda in We emmdy a comol of a Whd poly. which resaonbly panels ro We loes or damage. Ag io8urnafloa desfpatad es wnHdmtiel by the mwad claimant provided m the Company puraant ro thin SecOort aha0 not be daclosad ro oWas unlaa, in the reaeonbb jadpnent of the Company, d ie necamy in tla adminiwuioa of tla chin. Failua of Oa Irtaurad cbiaaot ro submit for examinplen ands oath, pro8tee other «esorraby aquesmd ioforrnatiw a<gaa pamieeion ro azure reesonbly neemary mfonnetion bout third parties as raqubad b Wb paspaplt dap laminate toy Ibbiliry of the Company ands this policy a ro Wu claim. 6.OFMONS TO PAY OR OTRIiRWIBB 861TLB CI.AIMB; T1ftRMINATION OP LIABILITY. 1o can of ^ claim under thin policy. the Company dWl have We PoOowmg additional opOon: (a) To by or Tudor Mymnt of t-a Ameaaa of Isarrsaa. (!) To pay a tends psymeu of the arratmt of imrnrrce wda tltb potty togetlta wiW fry cope, atromeya' Res and expewa incensed by the irtwrad cfaimra, which was anWmued by tla Company, np ro the lima of payment err tends of payatmt and which rho Compmy is oblgated b pay. (ii) Upon tla exetobe by the Company of Wb option. all liability and oblipdbes ro Wes formed under fhb policy. other Wm ro make the payment regairod; dab temrinau, iochrdiog eery OabinY a o6ligaion m dekod, proreoale, a catOo»e eery titigation, sad the policy alull be wreodaod m der ComWnY fa erncdblion. (h) To Pay er OWa~wha Satle WIt4 Parga Othor rhea the laaared err Wir6 the leaned Ctafmut. (i) ro pry or oOtawiw ppk wiW other panes Poe a m the nme of an insured ebinum my obim loaned agsimt under this policy. topaha with any tau, ptororyr' Res and expaaa iacrured by the inwred ebimaot which was anthorimd by We Compmy up ro the time of peymest and which the company b obligated ro pay: a (ii) ro pry a oWawiee aeltie aviW the inroad cltimaot Ua lore or damage provided 1ta under thin policy. mgelba wish say coca. aaoraeyr' tea and expanta meurrad M the htsured citimam which wero authorimd by the Cmnpay up ro the brae of payment rtd which the comPanY b obligated ro the exatebe by the Compny of aNna of the opfbro provided far in parapapM (bxi) a (ii), the Company's obOga0on ro the htaured vader thin policy fa' We claimed loo a damagq other than the paymesa aquirod ro m made, dab termirutq inohdotg any 8abilfty a obiigatbn ro degmd, proaava a continue fry bflgatioa 7. DBTBRhDNAT1ON, liX'rBlYl' OF LIABILITY AI'm CORVBURANC& 'Ihb policy b a connect of iodermiry apdrrt aetwl roaatary bes a damage puWhted or irtcmted by the insured cbimmt who hu wliaad lou a dempge by reswn of mutes mauod agairot by Wb pokey and only m the extent herdn descnbed. (a) The BablWy of We ComPanY ands Wb policy aha8 not esceed the leap of. (i) the Amwd of Inauanee mated is Schedub A: a. (h) We difftvmee 6awetn the vaha of the iruurod setae a intaep esvwrod ad We value of the iowred meta or interest eubjeet ro the detbet, lien or ercamlaraoce htwoed epdrM by Win policy. (b) In the even the Amomt of 6tamarae pared is Schedule A u the Date of Policy b lees than g0 petcmt of the value of We inroad state a lateentar the 1h0 araidaation paid fbr rho lad, ahbheva b lea. a if aubaegrant ro the flea of Policy r, improventan b crated oa the bad avhirb inavewt the value of Oa barged epee a interest by r lea 20 petcmt ova the Amoum of bnoatee mated m Sehedtrk A, then thin Policy is wbjeet m der WBowhrg: (i) whore no aubaequmt impovanent hes been made, err b soy partial loos, the Company aha0 ady pry We lea pro rue in the propatiotn thu the assert of irramance a DMe of Pllcy boa ro the toW value of the iowred apace M mhral a Due of Polley; a (o) whore a w6segomt improveorart Ma bees roadtt u ro any partbl bor. the Compmy shall onty pry the ba Po eta is rho propordoa Wet 120 paces of der Aeneas of koasaoca atstedm Schedule A bas ro der wtn of tlw Aaaunt of huaeance stated in Schedule A rd the snamd expended Pa tla'ur~rovman~The providoes ofthin parapaph aha0 nor apply m sops, utomeya' tea sad expenses fa which We Compny b Babb ender Wb policy, and shall ody apply ro thu portion otany ion which axoeeds, in the agpeptq 10 petead of the AroonaC of hmnance stated m Schedab A. (c) The Company will pay only those cope, aaorrteya' fora sad expenxs mattered in accadatce with Sacrist 4 ofthae Coaditbn and Stipulation. 8. APPORTIOIgMBNf. iC We land deacdbedm Sehedub A conaira of taro a mere prce4 whkh ere sot used u a single dte, end a bes b epabliahed afiaWng ore a mere of the parceb but sot a8, the br abatl be compumd and faded err: pn as 6esb es ff the aarormt of iowrmce wda thin policy wes divided Po rata es m the value on Date of Pokey of each aepaate prod ro the whole, exckaive of eery improvamma made mWequart ro Daa of Po&y. mdaa a liability a vaha ha oWawiae ban apesd upon es ro each prod by We coaganY and We insured u We time of the iaweae of Otis policy and shown by ®exprer atuematt a by m andoraemmt etgehed ro Wier policy. t sores xo. arxaFOxMA l Page3of4 ALTAOWNPR'SPOLICI'IO-17-92 9. LIMITATION OF LIABILITY. (a) If the Company esnblishes the title, or removes the alleged defect, Um or mcumMmce, or cures the leek of a right of saesc ro or from the Iend, or cures the claim of uomerkesability of title, all m insured, in a rasooably diligem mama by arty method, including Utigation aM the wmplerion of any appeals therefrom, it ahdl love fully performed in obligstiom wiM respect ro that matter and shall not be liable for arty kwa or damage eauaod thereby. (b) ro Ole evem of any Utigadm, inchding Udgadm by the Compwry or with the Compmy'a oomdu, the Compmy abaU have tw liability for leas or damage mtil Owe has been a Oael determinafim by a mart of competem jurisdiction, and diapodtion of all eppeak therefrom, adverse ro tins title m keened. (c) The Compwry shall rot be liable for loss or damage ro any insured for liability vohmbrily assumed by the insured in seNkg any ckim or suit withom the prior written ooasem of the Company. 10. REDUCTTON OF INSURANCB; REDUCTION OR TERMBVATTON OF LIABILITY. All paytmm~ under Mrs policy. except poymenn nude for coon, eitorreys' fees and expmsa, shall reduce the smoum of the insurance Wo nmo. 11. LIABILITY NON-CUMULATIVE. k u aprasly understood tluu the amoum of imurnce undo this policy dull be rMtrcN by arty emoum tlw Company may pay noder any policy insuring a mortgage ro which exceptim is taken hr Schedule B or ro which the insured hen agreed, assuored, or nkm subject, or which is heres0er second by m mmred anti whkh is s chwge or lien m the date or bnerost dewaibed or rdened ro k Schedule A, and tlta amomt ao paid shall be deemed s payment under this policy ro tla irlsurxd owner. 12. PAYMNM[ OF LO33. (a) No payment shalt be made witlgtu pmdaeiug this po0cy ttr eadorsmxot of the payment mless Me policy hen been lost or destroyed, k which case proof of ben or deattoctioa shah be Omdehed ro tlrc satisfaedon otMe Compmy. (b) When liability and the extort of km or damage hen been de8nitdy fixed hs scomance with theca Conditiom sad Stipulations, the ben or damage shell be payable wiMin 30 days Merafter. 13. SUBROGATION UPON PAYMENT OR SEPfLBMEIYf. (a) The CompanyY Right of Sabrogatloa. Whmwer the Compmy shell have>;atled and paid s claim under this policy, all right of subrogation shall vest in the Company uoaffated by any set of the tenured claimant. The Company ahaii be submgeted ro and be emitted ro sU righn and remedies which the insured claimmt would have had agahnt any person or property is rapeet ro the cldm had this policy not been iaeaad. If tequated by the Company. the insured ckivnm shall transfer ro the Company ill righn sad ranedia agaimt my parson or property necessary in order ro perfect this right of submgaion The imsurM claimant shall permit the Company ro sue, tompromiae a aedle in the oatne of t6a insured ckiment and ro use the name of thevraured claimmt in arty trutnction or Utigation ittvolviog Mesa righn or rernediea. V a payment m acoum of a claim door not OJIy rover Ute ben of Me Inwood ckimam, Me Compmy shall be submgated ro than rights and remedies k the proportion, which rtes Compmy's peymem bars ro the wbok amount of the km. V Iom shook! rauU from mY act of tla; insured eWmam, m sated shwa that act atoll not void Usic.polky, ben the Company. k then wem, shdi be required ro pry only Mat pert of any !oases insured agakw by Mrs policy which shall exceed Me amomn, if mY, tat ro Ore Company by teapn of the irrQtaimmt by Me roamed ckiromt of Me Compwsy's right of subrogation (b) The Compaayh Righn Apfaer NoMaaared ObUgors. The Company's right of wsbrogatioo againw non-iowued obligor shall aiw and ahoU mckde, widwut timinUoq Oa rights of the roamed k kdemnitiea, guanrsda, other policies of insurance or bonds. mtwithwnding say terms or cortditiom txmuhtad k Mose imtrummn which provide for wbrogadon righn by teewm ofMis polity. IL ARBtCRAT1ON. Udess prohibited by appliabk kw, either the Company or the hooted may demand wbitradon purumt ro the Ti0e hwranee Arbitratim Ruka of Oa American Arbitntlon Asceiadm. Arbitrable vudera mry imhtde, ben u'e rot limited t0. any wmovasy or skim heswem the Compwty and the insured eria6rg our of or relating ro Mrs policy, any service of the Compmy k comcdoa wiM in iawnoce or the beach of a pogcy provisiesl or other obligation AU erbihable nuaera when Me Armum of Inwnarwe is g1,000,000 or hw sha116e ubihated at the option of either Ou; Conrpny or Me vraned. All arbitrbk maters when the Amotml of hrauraace u k excess of 51,000,000 a1laU be atbilreed aaly when agreed m by both tln Company anti Me mamM. Atbitrwion purawnt ro thin policy and under the Rules io effect m the den tln dmnnd for arbiaatlm is made or, m the option of the iostued, the hula k edect et Dan of Policy sha0 be binding upon the parties. The aaerd any include auomeya' fee Duty V the kws of tln wee in which the hard n roared pewit a court ro sward a0omeya' tea ro a prevailing patty. Judgmad open Me award rendered by the Arbittata(a) may he enteral k arty cotut having juriadicdoo Maeof. The Iaw of the aims of Me land shill sppty ro m arbitration fader tlw Title hwnaace Arbitration Rule. A copy of the Rules rosy be obnined Oom the Compmy open request. !3. LIABILITY LIMITED TO THI9 POLICY; POLICY BNTBtE CONTRACT. (a) Thin policy rogerher wiM all mdoramm~, if my, attached harem by the Corrgnny is the entire policy and comsat between Me insured and tlu Compmy. N interprer6tg arty provision of this policy, Mrs polcy shell 6e comtrtrM m a whole. (b) Any claim of tom a dumge. wheNer or not hosed on negligence, and which stied out of Me sector of Me tick ro the ante or kterest coveed herby or by my action asserting such ckim, shall be restricted ro Min poky. (c) No amendment of or mdorasamt ro Min policy cm be mode except by a writing mdorsad herein or atached herein signed by tither Me Presidem, a Vice Presiden6 Me Secrenry, m Aaeiwant Screnry, or vaUdmkg otika or autla>riaed signerory ofMe Company. 16. SBVERABILITY. k Me wort my provisim,of Me policy is held invalid or mentorcesbk under applicable kw, the policy shall be deemed rot ro kclude that provision and all other provision shall resale k 1611 force and effct. 17. NOTTCES, WRBRE SENT. All notice required ro be given the Compmy and any wtanmt in writing requited ro be famished Me Company shall 6mchde Me numbs of Mrs polity and shall be sddresaed ro the Company at P. O. Box 2029 Houston, TX 77252-2029. Serial No. 0.PR0.FORMA Psge4 of4 ALTA OWNBR'S POLICY 10.17-92 ALTA OWNER'S POLICY SCHEDULE A Order Number: 43156A Dste of Policy: August 14, 2007 Amount of Insurance: 1. Name of Inanred: 306 S. Garmisch, LLC, a Colorado limited liability company 2. The estate or interest in the hind which is covered by thh Policy ia: Fee Simple 3. Title to the estate or interest in the land Is vested in: 306 3. Garmiach, LLC, a Colorado limited liability company 4. The land referred to in this policy is described sa follows: Premium: 306 SOUTH GARiVIISCH TOWNHOMES CONDOMINIUMS, according to the Condominium Map thereof reoorded 2007 in Plat Book _ at Page _ as Reception No. and as defined and described by the Condominium Doclaiation for 306 South Gatmisch Condominiums recorded 2007 as Reception No. NOTE: Blanks wlll be filled in upon recording of Condominiumization Docnmenbtion. County of Pitkin, State of Colorado THIS SPECIMEN (PRO FORMA) POLICY AND TTS ENDORSEMENTS, is FURNISHED AT THE REQUEST OF THE PROPOSED INSURED AND TT IS UNDERSTOOD AND AGREED THAT TT DOES NOT REFLECT THE PRESENT STATE OF TITLE. TAE FURNISHINGS OF THE COVERAGE SET FORTH HERED~I IS CONTINGENT UPON ALL OF THE COMPANY'S REQUIREMENTS BEDQG SATISFIED AT OR PRIOR TO CLOSDVG. Policy No.: O-PRO-FORMA BTEWART TI1b8 QUARANTYCOMPANY ALTA OWNER'S POLICY ,~. SCIiEDULE B Order Nnmber. 43156A Policy No: O-PRO-FORMA Thin policy does not insure agalnat loan or damage (and the Company will not pay costa, attorney's fees or expenses) which arise by reason of: 1. Rights or claims of parties in possession, not shows by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose and which are not shown by the public records. 4. flay lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Unpatented mining claims; reservations or exceptions in patents, or an act authorizing the issuance thereof; water rights, claims or title to water. 6. Taxes and Assessments for the year *, not yet due and payable, and subsequent years and any special assessments not yet certified on the tax rolls of Pitkin County. 7. Exceptions and reservations as set forth in the Ad authorizing the issuance of the Patent for the City and Townsite of Aspen re~rded March 1, 1897 in Book 139 at Page 216 as Reception No. 60156. 8. Terms, conditions, obligations and restrictions as net forth in Statement Of Exemption From The Definition Of Subdivision recorded September 18, 1878 in Book 354 at Page 980 as Reception No. 207449. 9. Terms, conditions, obligations and provisions of An Ordinance of the City of Aspen City Council Approving with Conditions, the Hyman Apartments Condominiums Subdivisions and Condominiumization to CoastrocK aMulti-Family Building Consisting of Two Frce Market Residential Units and Two Deed Restricted Affordable Housing Units on the Property known as 306 S. Garmisch Street, City of Aspen, Pitkin County, Colorado, Ordinance Nq. 35 (Series of 2005) as set forth is instrument recorded September 20, 2005 as Reception No. 515008. 10. Terms, conditions, obligations and provisions of Subdivisions Agreement for 306 South Garmisch Condominiums Subdivision as set forth in instrument: recorded October I1, 2005 as Reception No. 516082. 11. Easements, rights of way and other matters as shown and contained on 306 South Gatmisch Condominiums Subdivision recorded October I1, 2005 in Plat Book 76 at Page 2 as Reception No. 516081. 8T&WAAT T11L8 6UARANTYCOMPANY ~-_ _... ~., ALTA OWNER'S POLICY SCHEDULE B Order Number. 43156A Policy No: O-PRO-FORMA 12. Terms, conditions, obligations, provisions, easements and asaessmeat of Condominium Declaration for 306 South Garmiech Condominiums as set forth in instrament recorded 2007 as Reception No. 13. Easements, rights of way and other matters as shown and contained in Condominium Map for 306 South Garmisch Condominiums recorded , 2007 in Plat Book _ at Page _ as Reception No. BTbWART T1TI.S GUARANTY COIdPANY ~-°- --. CITY OF ASPEN PRE-APPLICATION CONFERENCE SUMMARY PLANNER: Jennifer Phelan, 429-2759 DATE: 8/13/07 PROJECT: 306 S. Garmisch APPLICANT: John R. Provine and Ronald E. Soldering, Trustee -Soldering Living Trust, REPRESENTATIVE: Lennie Oates TYPE OF APPLICATION: Condominiumizadon DESCRIPTION: The prospective Applicants would like to condominiumize the foutplez under construction. The property contains two free-market residential units and two affordable housing units. Condominiumizatfonreviety (which is a form of subdivision) is required in order to create a condominium form of ownership Land Use Code Section(s) 28.304 Common Development Review Procedures (as applicable) 28.480.090 Condomfnlumlzatlon Review by: -Staff for complete application - Community Development Director for condominiumization Public Hearing: No hearing required Planning Fees: $705.00 Deposit for 3 hours of staff time (additional staff time required is billed at $235 per hour) Referral Fees: Housing Referral ($204.00) Total Deposit: $909.00 Total Number of Application Copies: Condominiumization: 2Copies To apply, submit the following Information: 1. Total Deposit for review of application. 2. Applicant's name, address and telephone number, contained within a letter signed by the applicant stating the name, address, and telephone number of the representative authorized to act on behalf of the applicant. 3. Street address and legal description of the pazcel on which development is proposed to occur, consisting of a current certificate from a title insurance tympany, or attorney licensed to practice in the State of Colorado, listing the names of all owners of the property, and all mortgages, judgments, liens, easements, contracts and agreements affecting the pazcel, and demonstrating the owner's right to apply for the Development Application. 4. Completed Land Use Application. 5. Signed fee agreement. 6. Pre-application Conference Summary. 7. An 8 1/2" x 11" vicinity map locating the subject parcel within the City of Aspen. 8. Proof of ownership. 9. Proposed condominium plat. 10. A written description of the proposal and a written explanation of how a proposed development complies with the review standards relevant to the development application. 11. All other materials required pursuant to the specific submittal requirements. 12. Applications shall be provided in paper format (number of copies noted above) as well as the text only on either of the following digital formats. Compact Disk (CD)-preferred, Zip Disk or Floppy Disk. Microsoft Word format is preferred. Text format easily convertible to Word is acceptable. Disclaimer. r-.. SI.,J The foregoing summary is advisory in nature only and is not binding on the City. The summary is based on current zoning, which is subject to change in the future, and upon factual representations that may or may not be accurate. The summary does not create a legal or vested right. 08/15/2007 15:23 970-704-0313 SOPRIS ENGINEERING PAGE 01 ` . ' . i' '. . 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Irl +r+ll ly ( 1~ ..i t' ae •rr•.N ay !.• S. •i•i+i .!. } ~, •,!1 1 Ir j ~ls• '•~~' ,~~'$S:. ~~Y 1 n.~~ 1 • rl ~~ lYv all. ~~ ~~~.s 'M rr,.l~lr',I~'I~ .•/~`•,'15t~1~ 1 +,1 ,~ ~11 "~•~, ~, 'Y" '. i~~ ~. ~TYI.r ".P~.. ~~ •Il i ! f'~r ~'• l 5'l 1' 4 '.. .• n ", -•.'-~''':'• j +" •~. ``: ^•` ly S 1 1.t •'"~/' l ,i/ il•+ ~j'fli~~ ~+~ ~.r~! ,Ln+: .• r •,.~,--~.~s° ~~'' ~3 r Yom. ~` ! ~ li. •?I~ ~\!'~S •, +,+•. ~~ •r4. ~''~ yr-~. `•' . ~., T.~ ~• r.~,~~c~•t,•."•.\~: i'1,~ •~J• "+r, -+~' ~ iL11Y l 1 7 111At'' - ..~. Colorado Secretary of State Date and Time: 12/02/2005 03:32 PM ® Document processing fee If document is filed on paper Entity Id: 20051445024 $125.00 If document is filed electronically $ 50.00 Document ntunber: 20051445024 Fees & fonns/cover sheets are subject to change. To file electronically, access instructions for this fom>/cover sheet and other infomtation or print copies of filed documents, visit www.sos.state co.us and select Business Centet. Paper documents must be typewritten or machine printed. neovssrnceros ovnta usaonrv Articles of Incorporation for a Nonprofit Corporation filed pursuant to §7-90.301, et seq. and §7-122-101 of the Colorado Revised Statutes (C.R.S) 1. Entity name: 306 S. Gannisch Townhomes Condominium Association (!he twine afo nonprofit eorpora[fon may, bvt needrroA comoin the term or abbrzWodon "mrporarion", "lncorporared';'company", '7imlted'; 'Yorp.", "inc.'; "co."or "[td." §7-9460/, CRS) 2. Use of Restricted Words pfany oj[hese terms arc comatned fn an enfiry name, true ^ "bank" or "trust" of any derivative thereof name ojan en[iry, trade name or trademark ^ "Credit Ur110li' ^ "savings and loan" staled In lhu documen4 mark the applicable ^ 'Snsurance", "Casually", "mutual", or "surety" box): 3. Principal office street address: 306 S. GarR11SCh (Stree[wme and number) Aspen CO 81611 _ (City) fSrmeJ (POStaYL(P Code) United States (Province-tfappltcable) (Country-ifwt USJ 4. Principal office mailing address: (if different Crom above) (Street name andnumber or Pas? O,(Jlce Box informorionJ (City) (Srafe) (PastaLZip Cod¢) (Provfnce-ifapplicable) (Country-If nor US) S. Registered agent: (if an individual): OR (if a business organization): ryart) (Picot) (hftddle) (S5Q/ix) Oates, Knezevich & Gardenswattr P C 6. The person appointed as registered agent in the document has consented to being so appointed. 7. Registered agent sheet address: 533 E. HopklrlS AVe. (Slrce[ name and number) Aspen Cp 8161 a., ~.`.` (~'ry) (State) (Pot RiP } ~. , C o d e ARTMC NPC ;; lI '' (( 11 tt~l Page 1 of 3 ~lhG.'WI5f200o5 207 ~UILC~~„ v T-~ ,f ~v~~.~1T 8. Registered agent mailing address: (ifditTerent from above) (Street wme and numberwPwt Of/]ce Bw information) (City) (Smte) (PwroUGp Code) (Province-ifappllcable) (Country-ifnot US) 9. If the corporation's period of duration is less than perpetual, state the date on which the period of duration expires: (mm/dd/yyyy) 10. (Optional) Delayed effective date: 11. Name(s) and address(es) of ineoiporatoT(s): (if an individuaQ: OR (if a business organization): (if an individual) OR (if a business organization) (if an individual) OR (if a business organization) (Last) (Flrar) (fiddle) (bL//Ir) Oates, Knezevich & Gardenswartz P C 533 E. Hopkins Ave. (Strut tmme and nwnber orPott OJpce Box information) Aspen CO 81611 (L'tty) Un Yefe States (PosmllLip Cade) (Province-IoPPticable) (Country-ijnot US) (last) (Pint) (Mldd!¢) (Stlplx) (Shur Home and number wPOSt O/)Ice Box Informndon) (n~N) (Biota! (POStaI/Lfp Code) UNted States (Province-ifappllcaWe) (Country-%'not US) (Cart) (Ffrrt) (Middle) (SLf(ir) (Street name and numbw w Post Opee Box informadon) (clty) Unlte7eStates (Pa:wr2pcade) (Provinre-ifapplicobleJ (Country-fjtrot USJ (Ifmou than three incorporarors, mark rhir box^ andfnelude an arNCkmufstating tka ~Omes and addmrru ofa/1 incarporarors.) _ ~ ARTMC NPC ~ ~. ~~ v Paget of3 Rcv. ti/IS/2o04 ~• AUG 1 0 2007 ~,~~, ., . _. ,~_ ~_.. , .:~,:~_P~i 12. The nonprofit corporation is formed under the Colorado Revised Nonprofit Corporation Act. 13. The corpomtion will ^/ OR will not ^ have voting members. 14. A description of the distribution of assets upon dissolution is attached. I5. Additional information ma be included pursuant to §7-122-(02, C.R.S. and other organic statutes. If applicable, mark this box ~ and include an attachment stating the additional information. Notice: Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., [he constituent documents, and the organic stamtes, and that the individual in good faith believes the facts stated in the document are taste and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies re each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered. 16. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing: Oate Leonard M. _ (Coat) (FlmQ (Middle) (Buffo) 533 E. Hopkins Ave. (Basel name ondnumber orpnal Offine Box informat[an) Aspen CO 81611 (C!N) (~~om1 (POStal27p Code) United States (Provtnee-ifapplicabJe) (Coumry-f/not US) (77m docamenl need nm state the true name andaddrut ofmora than otm ludividuo7. Ho.«ever, ifyou with to tlafe the name andoddresa of any addilionaliediv/dua(s eauring the document to tie ddivendforfiling, mark shit box ^ and lne(ude an attachment slming the name and addreu ofsuch Indivfdua(sJ Disclaimer: This fomt, and any related instrac[ions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same maybe amended Crom time to time, remains the responsibility of the user of this form. Questions should be addressed ro the user's attorney. ARTINC NPC Pogo 3 of3 Rev.6/152005 AUG 1 0 2007 NOTICE: Thrs "image" is merely a display ajinjormation that was filed electronically. It is not an image that was created by optically scanning a paper document. No such paper document was filed Consequently, no copy oja paper document is available regarding this document. Questions? Contact the Business Division. For contact informa[ion, please visit the Secretary ojState's web site. Click the following links to view attachments Attachment 1 P"age~~fAftachment Attachment 2 Page-~ ofAt~fachment Attachment 3 age o achment Attachment 4 Page~ofAffachment Attachment 5 ague ofA~achment AUG 1 0 2007 ~';'~T t'~5 ATTACHMENT TO ARTICLES OF INCORPORATION OF 306 S. GARMISCH TOWNHOMES CONOMINIUM ASSOCIATION 15 TERM The defined terms contained herein are defined in the Condominium Declaration for 306 S. Garmisch Townhomes Condominiums (the "Declaration") and any supplements or amendments thereto, recorded or to be recorded in the real property records of Pitkin County, Colorado. The term of the Association shall be perpetual, unless the Association is terminated sooner by the unanimous action of its members. The Association shall be terminated by the termination of the Project (as hereinafrer defined) in accordance with the provisions of the Declazation. 16 PURPOSE The purpose for which the Association is organized is to provide an entity pursuant to Colorado Revised Statutes 38-33.3-101 et. sue. ("Colorado Common Interest Community Act" or "CCIOA") and pursuant to Colorado Revised Statutes 7-121-101, et. sec. ("Colorado Revised Non-Profit Corporation Act") to govern the real property located in Pitkin County, Colorado, the legal description of which is contained in the Condominium Map for 306 S. Garmisch Townhomes Condominiums filed or to be filed for record in Pitkin County, Colorado as referenced in the Declaration, and which Project consists of two (2) Condominium Units, and two (2) affordable housing units initially a part of the Common Elements ("Project") pursuant to the Declaration as a common interest community. 17 POWERS 17.1 The Association shall have all of the common law and statutory powers of a nonprofit corporation which are not in conflict with the exclusive and mandatory provisions of CCIOA, or terms of these Articles and the Declaration. 17.2 The Association shall have all of the powers and duties set forth in CCIOA except as limited by these Articles and the Declaration for the Project and all of the powers and duties reasonably necessary to operate the Association as set forth in the Declaration and as it may be amended from time to time, including but not limited to, subject to the Declaration, the following: 17.2.1 To acquire, own, lease, hold, use, transfer and convey any and all real or personal property that may be necessary to attain the purposes of the Association. 17.2.2 To make and collect assessments against members to pay the Common Expenses of the Association. 17.2.3 To use the proceeds of assessments in the exercise of its powers and duties. AUG 1 0 2007 A~ j 17.2.4 To maintain, care for, repair, replace and operate the Project as provided in the Declazation. 17.2.5 To purchase insurance upon the Project and to provide protection for the Association and its members as provided by the Declaration. 17.2.6 To reconstruct Improvements after casualty and to further improve the Project as provided in the Declaration. 17.2.7 To make and amend reasonable rules and regulations respecting the use of the Association's Common Elements and the Project. 17.2.8 To enforce by legal means the provisions of CCIOA, the Colorado Revised Nonprofit Corporation Act, the Declaration, these Articles, the By-Laws of the Association, and any Rules and Regulations for the use of the Project. 17.2.9 To contract for the management of the Project and to delegate to such manager all powers and duties of the Association except as such are specifically required by the Declaration to have approval of the Board or the membership of the Association. 17.2.10 To contract for the management or operation of portions of the Common Property susceptible to separate management or operation. 17.2.11 To employ personnel to perform the services required for proper operation of the Association and of the Project. 17.2.12 To collect delinquent assessments by suit or otherwise and to enjoin or seek damages from a Member as is provided in the Declaration and the By-Laws. 17.2.13 To protect and defend in the name of the Association any part or all of the Project from loss and damages by suit or otherwise. 17.2.14 To borrow funds in order to pay for any expenditure or outlays required pursuant to authority granted by provisions of the Declaration and By-Laws, and to execute all such instruments (evidencing such indebtedness) deemed necessary. 17.2.15 To execute contracts to carry out the duties and powers of the Association. 17.2.16 To engage in activities which may now or hereafrer be allowed or permitted by law for anon-profit corporation to actively foster, promote and advance the common interest of the Members, who are owners of Units in the Project. 17.3 All funds and the titles of all properties acquired by the Association and the proceeds thereof shall be held in the name of the Association for the members of the Association in accordance with the provisions of the Declaration, these Articles and the By-Laws of the Association. - - AUG 1 0 2007 -'T ,_. ._n ~.~ 17.4 The powers of the Association shall be subject to and shall be exercised in accordance with the provisions of the Declaration and the By-Laws of the Association. 18 MEMBERS 18.1 The Association will have voting members whose rights and privileges are as provided for in the Declaration. 18.2 Change of membership in the Association shall be effected and established by the recording in the public records of Pitkin County, Colorado, of a deed or other instrument establishing a change in record title to a Unit in the Pmject and the delivery to the Association of a certified or machine copy of such instrument. The membership of the prior Member shall thereby be terminated; provided, however, that the rights of membership may be assigned to the holder of a mortgage, deed of trust, or other security instrument on a Unit as further security for a loan secured by a lien or such Unit as provided for in the Declaration. 18.3 The share of a Member in the funds and assets of the Association cannot be assigned, hypothecated or hansferred in any manner except as an appurtenance to that Members's Unit. 18.4 A Member of the Association shall be entitled to the number of votes of each Unit owned by that Member equal to the Allocated Interest of that Unit. The exact number of votes to be cast by a Member and the manner of exercising voters' rights shall be determined by the Declaration and By-Laws of the Association. Failure to comply with Rules and Regulations or the By-Laws of the Association or with any other obligations of the Members under the Declaration shall suspend the right of a Member to vote during the period such violation, default or failure to comply shall continue. 18.5 The right of a Member to vote may be denied if that Member is delinquent in payment of Association Assessments for Common Expenses. 19 BOARD 19.1 The affairs of the Association will be managed by a Board of Directors (hereinafter the "Board"). The term Board shall have the same meaning as the term Boazd of Directors consisting of the number of Board members as shall be determined by the By-Laws of the Association. 19.2 The Declaration and By-Laws shall fix the number of members of the Board, their terms, qualifications and method of selection The names and addresses of the person who are to serve as the first Board members until their successors are elected and qualified are: John R Provine Ronald E. Soderling Leonard M. Oates P.O. Box 8769 1221 W. Pacific Coast Hwy, #504 533 E. Hopkins Ave. Aspen, CO 81612 Newport Beach, CA 92663 Aspen, CO 81611 auG 1 0 200 19.3 Each Member of the Board shall have one (1) vote in Boazd matters. 20 OFFICERS The By-Laws shall fix the number, designation, terms and qualification of Officers. The names of the persons shown are to serve as Officers until their respective successors are duly elected and qualified are as follows: President: John R. Provine Vice-President: Ronald E. Soderling Secretary/Treasurer: Leonard M. Oates 21 INDEMNIFICATION No member of the Board shall be personally liable to the Association for monetary damages for any breach of fiduciary duty as a member of the Board, except that no Board member's liability to the Association for monetary damages shall be eliminated or limited on account of any of the following: [a] Any breach of the Boazd member's duty of loyalty to the Association or its members; [b] Any acts or omissions of the director not in good faith or that involve intentional misconduct or a knowing violation of the law; [c] the Board member's assent to or participation in a loan by the Association to any Board member or officer of the Association; [d] Any transaction in which the Boazd member received improper personal benefit. Nothing herein will be construed to deprive any Board member of the right to all defertse ordinarily available to a Board member nor will anything herein be construed to deprive any Board member of any right for contribution from any other Boazd member or other person. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any right or protection of a Board member of the Association existing at the time of such repeal or modification. Provisions for the indemnification of Board members and officers of the Association are contained in the Association's By-Laws. 22 BY-LAWS The first By-Laws of the Association shall be adopted by the Board and may be altered, amended or revoked in the manner provided by the By-Laws. 23 AMENDMENTS Amendments to the Articles of Incorporation shall be proposed and adopted pursuant to and as required by the terms of the Colorado Revised Non-profit Corporation Act, as amended from time to time, the Declaration and the By-Laws, subject to the limitations contained therein. 'J AU6 1 0 2007 ~. n 24 DISSOLUTION AND LIQUIDATION Provisions regarding the distribution of assets on liquidation, dissolution or winding up are: Payment of all corporation's liabilities, then to the members, pursuant to a plan to be adopted by members on dissolution as more fully provided in the Declaration. Any assets that should be transferred to a creditor, claimant or member who cannot be found or who is not legally competent to receive them shall be reduced to cash and deposited with the state treasurer as property presumed to be abandoned under the provisions of Article 13 of Title 38, C.R.S. 25 NON-PROFIT ASSOCIATION This Association is not organized for profit. No Member, member of the Board, officer, or person from whom the Association may receive any property or funds shall receive or shall be lawfully entitled to receive any pecuniary profit from the operation thereof, and in no event shall any part of the funds or assets of the Association be paid as salary or compensation to, or distributed to, or inure to the benefit of any member of the Board, officer, or Member; provided, however, always (a) that reasonable compensation may be paid to any Member, Board member or officer while acting as an agent or employee of the Association for services rendered in effecting one or more of the purposes of the Association, and (b) that any Member, Board member or officer may, from time to time, be reimbursed for actual and reasonable expenses incurred in connection with the administration of the affairs of the Association with the approval of the Boazd. ~._.~ AUG 1 0 2007 _, . ~.i .., -~°e W CITY OF ASPEN PRE-APPLICATION CONFERENCE SUMMARY PLANNER: Jason Lasser, 429-2763 DATE: 2/27/07 PROJECT: 306 S. Garmisch Condominium REPRESENTATNE: Lenny Oates TYPE OF APPLICATION: Insubstantial Amendment to Subdivision Agreement (with APCHA consent) DESCRIPTION: The Applicant proposes changes to the Subdivision Agreement for 306 South Garmisch Condominiums Subdivision, Article II, Development Requirements and Restrictions, section 2.4 -Affordable Housing Mitigation. The amendment will transfer the ownership of (2) rental units from the Condominium Association to (2) individual owners. The applicant proposes to amend the following sentence which currently states: So long as the AH are rental units, they shall be owned by the Condominium Association formed for purposes if managing and maintaining the project ("the Association"). The applicant would like to replace the language above to: The AH units may be owned as deed restricted rentals by owners of the Tree market units, one each; subject however to all of the obligations of the deed restriction and the APCHA interest (herein after defined) Without APCHA approval, the Insubstantial Amendment will be considered an Other Amendment, subject to City Council Review. Land Use Code Section(s) 28.480.080 (A) Amendment to subdivision development order 26.480.080 (B) Review by: Staff for complete application, referral agencies for technical considerations, Community Development Director. Public Hearing: No, unless APCHA does not approve the application Referral Agencies: APCHA, Planning Fees: Planning Flat Fee- $560 Referral Agency Fees: $204 Total Deposit: $764 To apply, submit the following information: 1. Total deposit for review of the application. 2. Proof of ownership. 3. Applicant's name, address and telephone number in a letter signed by the applicant, which also states the name, address and telephone number of the representative. Include street address and legal description of the property. 4. Summary letter explaining the request (existing conditions and proposed uses) and addressing the standards of the Land Use Code sections listed above. 5. An 8 1/2" by 11"vicinity map locating the parcel within the City of Aspen. 6. Copies of prior approvals (from City Clerk) 7. 2 Copies of the complete application packet (items 2-8) Process: Apply. Planner reviews case for completeness. The planner will then contact applicant with required changes from the Planning Staff and Community Development Director. Planner reviews application for consistency with comments and the Director approves, approves with conditions, or denies application based on consistency with the review criteria and technical considerations. mer: ,,,~ Page 1 of 2 ..,./ Jason Lasser From: Cindy Christensen Sent: Monday, April 30, 2007 2:16 PM To: Jason Lasser Subject: RE: I am going to have to take this to my Board. They are really concerned about this as they feel that the owner would only keep someone in their part-time and/or the owner would have way too much control over the tenant. I can see if they want to talk about it at the meeting on Wednesday, but without doing a recommendation, I may not be able to get an answer back to you until after May 16 (their second meeting in May). From: Jason Lasser Sent: Monday, April 30, 2007 2:04 PM To: Cindy Christensen Cc: 'amm@okglaw.com' Subject: Cindy, I've just been assigned a case that needs APCHA approval. It's an application for an insubstantial amendment for 306 S. Garmisch. Excerpt from the Pre-App: The applicant proposes to amend the following sentence which currently states: So long as the AH are rental units, they shall be owned by the Condominium Association formed Tor purposes if managing and maintaining the project ("the Association"). The applicant would like to replace the language above to: The AH units may be owned as deed restricted rentals by owners of the free market units, one each; subject however to all of the obligations of the deed restriction and the APCHA interest (herein after defined) Without APCHA approval, the Insubstantial Amendment will be considered an Other Amendment, subject to City Council Review. Can you help with this case? It seems to be slraightfonvard; with your letter I'll be able to process this quickly I'm attaching my Pre-App from February, in addition to the key pages from the application which are in a separate .pdf. (note: not included is Ord. 35, series of 2005) Let me know if there's anything else you'll need- Thanks, Jason Jason Lasser City of Aspen (Planner Community Development Department 130 S. Galena St. ~ Aspen, CO 81611 970.429.2763 ~ www aspenptkin,com 8/21/2007 LF.ONARDM OAlES R IOHAIiD A KNEZEVICH l EDO OAR]ENSWARTZ OaVIpD KFLLV MARIE. MORROW OF UlilNSEL JOHNT KELLV $TEFHENR fONNOR FNNE MFNIE MC PHEE Via a-mail and hand-delivery Jason Lasser City of Aspen Community Development Department 130 South Galena Street Aspen, CO 81611 May 15, 2007 Cindy Christensen City of Aspen Housing Authority 530 E. Main Street Aspen, CO 81611 Re: Application for Insignificant Amendment to Subdivision Agreement Dear Cindy and Jason, amm~okglaw com Due to a change in plans, our clients have requested we withdraw the Application for Insignificant Amendment to Subdivision Agreement for the 306 S. Garmisch Condominiums. Would you please remove this matter from the agenda of May 16, 2007 Housing Authority Board meeting and notify your departments that the application is withdrawn? Thank you for your help with this matter. Please let me know if you have any questions or need anything further. Sincerely, .,,, ,.. LAW OFFICES OF GATES, KNEZEVICH, GARDENSbi'ARTZ &, KELLY, P.C. PNOEESSIONAL COHPOHFTION THIRD FLOOR, ASPEN F`IAZA R1111.01NG 133E HOPKINS AVENUE ASPEN,COLORA00, 81611 TELEPHONE f5]0~920-0]00 FACSIMILE !9101520.1121 GATES, KNEZEVICH, GARDENSWARTZ & KELLY, P.C. Byv/ %~/Gs=C~¢c Anne Marie McPhee AMM/ cc: John Provine Page 1 of 1 ~` ^h Lennie Oates From: Natasha Saypol [nsaypol~garfieldhecht.com] Sent: Tuesday, August 21, 2007 4:21 PM To: Imo~okglaw.com Cc: Beth Brandon; Millard Zimet; David Kaplan Subject: RE: Garmisch Beth, please make sure that Lennie gets this email. Lennie, I have looked over the second version of the condo map. It is MUCH IMPROVED!!!! My only comments are as follows: (1) I would like to see a square footage index for Units A, B, C and D on the first sheet. I have added up all of the square footages and they do not match what is on Exhibit B of the Declaration. In particular, Unit D looks to be only 890 square feet, which is much smaller than the 1159 square feet on Exhibit B of the Declaration. Do you know why there has been such a significant change? (2) Sheet 4 of the map, which is the Second Level, shows an area on the east side of the map that is "LCE Unit A" but there is no description of what the limited common element is. I think it is a deck, so I would like this to be better marked. I did not forward the first draft of the condo map to my client because it needed so much work, but I have sent David the second draft for his review. So, we may still have some comments. I suspect it will take a while to get comments from the City anyway. Thanks, Natasha Tax Advice Disclosure: Any U.S. Federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used or relied upon, for the purpose of avoiding penalties under the Internal Revenue Code or promoting, marketing or recommending any entity, investment plan or other transaction. 8/22/2007 ALTA OWNER'S.POLICY-10-17-92 POLICY OF TITLE INSURANCE ISSUED BY STEWART TITLE GUARANTY COMPANY SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, STEWART TITLE GUARANTY COMPANY, a Texas corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: 1. Title to the estate or interest desenbed in Schedule A being vested other than as stated dterein; 2. Any defect in or lien or encumbrance on the title; 3. Unntarketability of dre title; 4. Lack of a right of access to and from the land. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. IN WITNESS WHEREOF, Stewart Title Guaranty Company has caused this policy to be signed and sealed by its duly authorized officers as of the Date of Policy shown in Schedule A. STEWART TITLE GUARANTY COMPANY Canines or the BoeN Countersigned: Authorized Countersignature ~r40l~OIIlyto a~°• 1908 ~e 3 :.-- . s.Y,.~ TEXA4 Stewart Title of Colorado Inc. -Aspen Division (970) 925-3577 620 East Hopkins Avenue Aspen, CO 81611 EXCLUSIONS FROM COVERAGE The folbwing masers are expressly occluded from the coverage of this potiey and the Company will riot pay loss or damage, vests, attorneys' fees or expenses which arise by reason of 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating,. prohibiting or relating to (i) the occupancy, vae, or enjoyment of the land; (ii) the aharacta, dimauioat or location of any improvement now err hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws. ordinances or governmental regulations, except to the rxtent that a notice of the enforoement thereof or a notice of a dctec4 lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded hr dre public racortls at Date of Pohcy. (b) Any governmental police powo not excluded by (a) above except to the extent that a notice of the exercise thereof or a notice of a defa4 tier or encumbrance resulting from a violation or alleged violation affecting the land has ban recorded in the public records at Date of Policy. 2. Rights of eminent domain unless rmtice of Ne.exacise thereof has ban recorded in the public raords at Date of Pohcy, bra not acluding from covcdge airy taking which has ocetmed prior to Date of Pohcy which would be binding on the rights of a purohaser for value without knowledge. 3. Defers, liens, encumbrances, adverse claims or other masers: (a) created, suffered. assumed or agreed m by the insured ctairoan4 (b) not known m the Company, not recorded in the public records at Date of Pohcy, but known m the insured claimant and not disclosed in writing to the Company by the insured claimant prior m the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured clairtertt4 (d) attaching or eteated subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this pn~er• ~~ Serial No. 0.PR0-FORMA Page 1 of 4 ALTA OWNBR'S POLICY 10-17.92 ..~ 4. Any claim, which arises out of the transaction vesting m the Insured the estate or interest insrred by this policy, by reason of the operation of federal batrlwptcy, state insoWency, or similar creditors'rights laws, that is based on: (a) the tmnsamion creating the estate or interest hsrved by this policy being deemed a fraudulent conveyance or fraudulent transfer, or (b) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfm results from the failure: (i) to timely record the instmment of vansfer, or (ii) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS. The following terms when used in this policy mean: (a) "insured": the ioaned named in Schedule A, and, subject to any rights or defenses the Compmy would have had against the named insured, those who suceeed m the interest of the named insured by operation of law az distinguished from purehau including, but not limited a, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate or fiduciary suceessms. (b) "insured claimant": an insured claiming loss or damage. (c) "Imowledge" or "known': actual knowledge, rat constructive knowledge or ratite which may be imputed m an insured by reason of the public records az deemed in this policy or eny other records which impart constructive notice of manor affecting the kmd (d) "land": the land described or referred a in Schedule A, and improvements affixed thereto which by law constitute real property. The tens "land" does not include any property beyond the lines of the area described or referred a in Schedule (A][C], rrm any right, title, interest, esWe or easemrnt in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall rtadify or limit the extort to which a right of access to and 6om the tarot is iosured by this policy. (e) "mortgagd' mortgage, deed of trust, trust deed, or other security inswment. (t) "public records": records established under state stamtes.at Date of Policy for the purpose of impMing constuctive Mice of manor relating to real property a purohasm for value and without knowledge. With respect to Section I(aXiv) of the Exclusions From Coverage, "public records" shall also "valude rnvironmental protxtion tiros filed in the records of the clerk of the United Staters district court for the district m which the land is located. (g) "unmarketabitity of the title": m alleged or apparent matter affecting the thle m the land, not excluded or excepted from wverage, which would entitle a purohaser of the estau or intercat described in Schedule A m be released from the obligation to purohase by vntue of a contrecmal condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE. The coverage of this policy shall continue in force az of Date of Policy in favor of an insured ody so long az the insured resins av estam or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchsser from the insured, or onty so Tong az the insured shall have liability by reason of covenants of warranty made by the iasuted in any transfer or conveyance of the estate or interest. This policy shall not eominue in force in favor of any purohazer from the insured of either (i) an estate or interest in the lend, or (ii) an indebtedness securoct by a purchase vanty mortgage given to the insured. 3. NOTICE OF CLAIM TO BE CIVEN BY INSURED CLAIMANT. Tha insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come to en insured hereunder of any claim of title or interest which is adverse to the Ntle to the estate or interest, as insured, and which might cause kres or damage for which the Company may be liable by virtue of this policy, or (iii) if title a the estate or interest, az insured, is rejected as unmarketable. if prompt notice shall not be given to the Company, then az m the insured all liability of the Company shall terminate with regard to the matter or marten for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then onty a the extort of the prejudice. 4. DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF UVSURED CLAIMANT TO COOPERATE. (a) Upon written request by the insured and subject to the options contained in Section 6 of these Conditions and Stipulations, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an insued hr litigation in which any third party asserts a claim adverse to the title or interest az insured, but onty az to those sorted causes of action alleging a defect, Gen or encumbrance or othm matter insured against by this policy. The Compmy shall have the tight [o select cowsel of its choice (subject a the right of the insured a objxt for rmsonable cause) m represent the insured az a those stated causes of action and shall not be liable for and will not pay the fees of any older counsel. The Company wiB not pay any fees, vests or expenses incurred by the insured in the defense of those causes of action which allege marten not insrtred agairut by this policy. (b) The Company shall Gave the tight, at its own cost, to institute and prosecute soy action or poceedmg or m do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest, as insured, or a prevent or reduce toss or damage a the insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable herennder, and shall not thereby concede liability or waive my provision of this policy. If the Company shall exercise its tights under this paragraph, it shall do so diligentty. (c) Whenever the Company shall have brought en action or interposed a defense as required or peraritted by the provisions of this policy, the Company may pursue any litigation to final determination by a coon of competent jurisdiction and exprasty reserves the right, in its sole discraion, m appeal firm any adverse judgment or order. (d) In all caza where this policy permits or requires the Company a prosecute or provide for the defense of any action or poceedmg, the insured shall secure to the Company the right a so prosecute or provide defense in the action or proceeding, and aII appeals therein, and permit the Company a use. m its option, the name of the insured for this purpose. Whenever requested by the Company, the insured, at the Company's expense, shall give the Company all teazomble aid (i) in any action or proceeding, securing evidence, otaaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) m any other lawful act which in the opinion of the Company rosy be necessary or desirable to establish the title to the estate or interest az insured. If the Company is prejudiced by the failure of the insured to famish the required cooperation, the Company's obligations a the insured under the policy shall terminate, including any liability or obligation to defend. prosecute, or continue any litigation, with regard to the matter or manor requiring such coopmtion. ~Seria~1N OPRO-F® Paget of4 ALTA OWNER'S POLICY IO-t?-92 S. PROOF OF LOSS OR DAMAGE. in addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed and sworn to by the insured claimant shall be famished to the Company within 90 days after Me insured claimant shall ascertain Me facts giving rise m Me bss or damage. The proof of loss or damage shall describe the defect in, or lien or ,encumbrance on the rifle, or other matte insured against by This policy which conatimtes the basis of loss or damage and shah state, to the extent possible, the basis of calculating the amount of the bss or damage If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or detmge, the Company's obligations to the insured undo the policy shall terminate, including any hability or obligation to defend, prosecute. or continue any litigation, wrth regard to the matter or matters requiring such proof of bss or damage ~ entative of the Com and Tn addition, Me insured claimant may inasonabty be inquired to submit m examimtion curia oath by any authorized repres Pent shall produce for examination, inspection arrd copying, at such reasonable titres end places as may be designated by any audtorized rapt°aatative of the Company, all records, books, ledgers, checks, cotrespoadence and memoranda, whether bearing a date before or after Date of Pobcy, which reasonably pertain to Me loss or damage. Further, if requested by any authorized [epraentative of the Company. the insural claimant shall grant its permission, in writing, for arty authorized representative of the Company to examine, impact and cepy all records, books, ledgers, checks, correspotrdence and rrremoranda in Me custody or ceonol of a third Parry, which reasonably pertain to the loss or damage. AO information desigmted as co~dentiel by the insured claimant provided m the Company pursuant to this Section shall no[ be disclosed m others unless, in the reasonable judgment of the Company, it is necessary in the administration of the cWim. Failure of the insured claimant to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably rrecessary information from third parties as required in this paragraph shall terminate any liability of the Company uMer this policy az to that claim, 6.OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY. ti, case of a claim coder this policy, the Company shall have the following addi[ioml options: (a) To Pay or Tender Payment of the Armant of Insnrance. (i) To pay or tender payment of the amotmt of insurance under this policy together with arty costs. attorneys' fees and expenses incurred by the insured claimant, which were auhorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay. (ii) Upon the ezeroise by the Company of this option, ell liability and obligations to the insured order this policy, other than m make Me payment required,shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, and the polity shall be sttrrendaed m the Company for cancellation. (b) To Pay or Otherwise SeWc With Partin Other titan the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the mine of an buvred claimant any claim insured against under this policy, together with any costs, attorneys' fees artd expenses incurred by the ittsared clairmnt which wero auMoriud by the Comp®tY up m the time of payment and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the insured claimant the loss or damage provided for urMa this policy, mgeMer with any costs, attomays' fees and expense incured by the insured claimant which were authorized by the Company up m the time of payment and which the Company is obligated to I~Y~ s obli [ions to Me insured mda this Upon the exercise by the Company of either of the options provided for in paragraphs (bxi) or (ii), the Corm~rty' gn policy for the claimed bss or damage, orbs than the payments requited to be made, shah laminate, including any liability or obligsGon to defend, prosaute or conhnue any litigation. 7. DETERMINATION, EXTENT OF LIABILITY AND COPISURANCE. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurind by the insured claims[[[ who has suffered bss or damage by reason of mares insured against by this policy and only to the extent herein descnbed. (a) The liability of the Company under this policy shall not excad the least of (i) the Amount of Insurance stated in Schedule A; or, (b) the difference between the voice of the insured estate oc interest as insured and the value of the insured estate or interest subject to the defect, lien or encumbrance insured against by this policy. (b)1a the event the Amount of Insurance stated in Schedule A at the Date of Policy is Tess than 80 percent of the value of the insured mate or interest or the full consideration paid for the land, whichever is Tess, or if subsequent to the Date of Policy an improvement is erected on the land which incteeses Me value of the insured estate or interest by at least 20 patent ova the Amount of lasurance stated in Schedule A, then this Policy is subject m the following: (i) where no subsequent improvement has been trade, as to any partial bss, the Company shall ody pay the loss pro tare in the proportion that the amount of insutmrce az Date of Policy bears to the total value of the insured estate or interest at Daze of Polity; or (ii) whore a subsequent improverrerrt has been trade, as to any partial loss, the Company shall Doty pay the loss pro rata in the proportion that 120 percent of the Amount of Insurance stated in Schedule A bears m the sum of the Atrwunt of Insurance sorted in Schedule A and the amount expended for Me imptovement.The provisions of this paragraph shell not apply m costs, attorneys' fees and ezpetrses for which the Company is liable ands this polity, and shall ody apply to Mat portion of any loss which exceeds, in the aggregate, IO percent of the Amomrof Insurancesratedm Schedule A. (c) The Company will pay only Mose costs, attorneys' fen and expenses insured in aceordatrce wiM Section 4 of Mere Conditioru and Stipulations. 8. APPORTIONMENT. If the land described in Schedule A wnsists of two or mom parcels which are tin[ used as a single site, and a loss is established affatvrg one or rrtoin of Me paroals but not all, Me loss shall be computed a~ settled on a Pro rata basis as if the amount of insurance ands Mis policy was divided pro rata as to Me value on Date of Policy of each separate parcel to the whole, exchtsive of any improvements made subsequent to Dau of Pobcy, miess a liability or valuc has otherwise been agreed upon as to nth parcel by the Company and Me insured at Me time of the issuance of this Pobcy and shown by an express statement or by an endorsement attached to this Pobcy. Serial No. O-PRO-FORMA Page3 of4 ALTA OWNER'S POLICY IO-17-92 9. LIMITATION OF LIABILITY. (a) If the Company establishes the tide, or mmove the alleged defect, lien or enwmbmnce, or Imes the lack of a right of access to or from the land, or cures the claim of ttnmarketability of title, all as insured, m a reasonably diligent mama by any mahod, including litigation and the wmple[ion of any appeals therefrom, it shall have fnBy performed its obligatioe with repect to that roaaer mrd shall not be liable for any Toss or damagc caused thereby (b) in the evwt of any litigation, imluding litigation by ate Company or with the Company's consent, the Company shall have no liability for loss or damage until mere has been a final determination by a wart of wmpetent jurisdiction, atW disposition of all appeals therefrom, averse m the title as ituiued. (c) The Company shall not be liable for loss or damage m any insured for liability voluntarily assumed by me insured in setaing any claim or suit wimoW me prior written consent of me Company. t0. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY. All payments under mis policy, ezcept payments made for costs, ettomeys' fees and expense, shall reduce me amount of the insurance pro Canto. 11. LIABILITY NON-CUMULATIVE. It is expressly understood that me amouot of insurance under mis policy shall be reduced by any amount me Company may pay ands any policy insuring a mortgage to which exception is taker in Schedule B or m which me insmed has agreed assumed. or taken subject, err which is hereafter executed by an insured and which k a charge or lien on me estate or urterest described or referred m in Schedule A, and me arwunt so paid shall be deemed a payntwt under this policy to the insured owner. 12. PAYMENT OF LOSS. (a) No payment shall be made wimout producing mis policy for endorsement of me payment unless me policy has been lost or destroyed, in which case proof of bas or desWCtion shall be famished to me satisfaction of the Company. (b) When liability and the extent of bas or damage has been definitely fixed in accordance with mere Cortditiore and Stipulations, the kss or damage shall be payable within 30 days mereaaer. 13. SUBROGATION UPON PAYMENT OR SETTLEMENT. (a) The Company's Right of Sabrogaaon Whenever me Company shall have scaled and paid a claim under this policy, all right of subrogation shall vest in me Company umffected by any act of me insured claimant. The Company shall be subrogatod to and be entitled m a0 rights and remedies which me insured claimant would have had against any person or property in respect to me claim had mis policy not been issued. tf rcqueted by me Company, me insured claimant shall transfer m me Company all rights and remedie against any person or property necessary in order m perfect mis right of subrogation. The insured claimant shall pemut me Company to sue, compromise or settle in me mine of me insured claimant and to use me name of me insured caimant in arty aansaction or litigation involving these rights or remedies. [f a payment on account of a claim dots not fully cover me loss of me insured claimant, me Company shall be subrogatod to mesa rights and remedies in me proportion, which me Company's payment bears m the whok amount of me loss. If Ions should result from arty act of me insured claimant, as slated above that act shall not void this policy, but the Com~ny, in that event, shall be euquired to pay only that pert of any tosses insured against by mis policy which shall exceed me amotmt if any, lost to me Company by reason of me impairment by me insured claimant of me Company's right of subrogation (b) Tde Company's Righh Against Non-iusured Obligors The Company's right of subrogatioo against non-insured obligors shall exist and shall include, without limitation, me rights of me insured to indemnitie, guarantie, other policies of insurance m bonds, notwithstanding any tams or wnditions contained m mose instruments which provide fm subrogation rights by reason of mis policy. 14. pRBiTRAT10N. Unless prohibited by applicable Ww, eimer me Company or me insured may demand arbitration pursuant m me Tiae Insurance Arbitration Rules of me American Arbitration Association. Arbitrable matters may include, ben are not limited m, any wntrovasy m claim belwew me Comparty and me insured arising old of or relating m mis policy, any service of me Company in comxtion wim its issuance or me breack of a policy provision or omer abhgation All arbitrable masers when me Amount of Insurance is 51,000,000 or less shall be afiitrated et me option of either me Company or me insured. All arbitrable matters when the Amount of Insurance k in excess of 51,000,000 shall be arbitrated only when agreed m by bom me Company and me insured. Arbitration pursuant to mis policy and under me RWe in effect on me date me demand for arlddation is made or, at me option of me insured, me RWe in effect at Date of Policy shall be binding upon me parties. The award may include attorneys' fees only if me Taws of me state in which me land is located permit a wan m award aaomeys' fees to a prevailing Party. Judgment upon me award rendered by me Arbiaator(s) may be entered in arty wvrt having jurisdiction mereef. The law of me situs of me land shall apply m an arbitration urMa me Title insurance Arbitration RWe. A wpy of me Rules may be obtained from me Company Winn requet. I3. LIABILITY LIMITED TO THIS POLICY; POLICY ENTD2E CONTRACT. (a) This policy mgemer wim au endorsements, if any, attached hereto by me Company is me entire policy and wntract between me insured and me Company. in interpreting airy provision of mis policy, this policy shall be construed as a whole. (b) Any claim of loss or damage, whemer or not based on negligence, and which arises out oC me status of me title [o the elate or interest covered hereby or by any action asserting such claim, shall be restricted m mis policy. (c) No amendment of or endorsaoatt m mis Policy can be made except by a writing wdorsed hereon or attached hereto signed by eiher me President, a Vice President, me Secretary, an Assistant Secraary, or validating ot6cer or aumorixed signatory of me Company. 16. SEVERABILITY. in me event any provision, of me policy is held invalid m unenforoeble under applicable law, me policy shall be domed trot to include that provisiw and alt other provisiom shall remain in full foroe and effect 17. NOTICES, WRERE SENT. All notices required m be given me Company and any statement in writing required to be famished me Company shall include me number of this policy attd shall be addressed m the Company at P. O. Box 2029 Housmn, TX 77252-2029. Serial No. 0.PR0-FORMA Pa e4of4 ALTA OWNBR'S POLICY I0-17-92 ,~-. - ..,~ ' ALTA OWNER'S POLICY SCHEDULE A Order Number: 43156A Date of Policy: August 14, 2007 Amoant of Insurance: 1. Name of Insured: 306 S. Garmisch, LLC, a Colorado limited liability company 2. The estate or interest in the land which is covered by this Policy is: Fee Simple 3. Title to the estate or interest in the land is vested in: 306 S. Garmisch, LLC, a Colorado limited liability company 4. The land referred to in this policy is described as follows: Premium: 306 SOUTH GARMISCH TOWNHOMES CONDOMINIUMS, according to the Condominium Map thereof recorded 2007 in Plat Book _ at Page _ as Reception No. and as defined and described by the Condominium Declaration for 306 South Gatmisch Condominiums recorded 2007 as Reception No. NOTE: Blanks will be filled in upon recording of Condominiumization Documentation. County of Pitkin, State of Colorado THIS SPECIMEN (PRO FORMA) POLICY AND ITS ENDORSEMENTS, IS FURNISHED AT THE REQUEST OF TAE PROPOSED INSURED AND rf [S UNDERSTOOD AND AGREED THAT IT DOES NOT REFLECT THE PRESENT STATE OF TCfLE. THE FURNISHINGS OF THE COVERAGE SET FORTH HEREIN IS CONTINGENT UPON ALL OF THE COMPANY'S REQUIREMENTS BEING SATISFIED AT OR PRIOR TO CLOSING. Policy No.: O-PRO-FORMA BTEWART TITLE GUARANTY COMPANY - ~,,, ALTA OWNER'S POLICY ..~ SCHEDULE B Order Number: 43156A Policy No: O-PRO-FORMA This policy does not insure against loss or damage (and the Company will not pay costs, attorney's fees or expenses) which arise by reason of: 1. Rights or claims of parties in possession, not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose and which are not shown by the public records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by !aw and not shown by the public records. 5. Unpatented mining claims; reservations or exceptions in patents, or an act authorizing the issuance thereof; water rights, claims or title to water. 6. Taxes and Assessments for the year *, not yet due and payable, and subsequent years and any special assessments not yet certified on the tax rolls of Pitkin County. Exceptions and reservations as set forth in the Act authorizing the issuance of the Patent for the City and Townsite of Aspen recorded March 1, 1897 in Book 139 at Page 216 as Reception No. 60156. 8. Terms, conditions, obligations and restrictions as set forth in Statement Of Exemption From The Definition Of Subdivision recorded September 18, 1878 in Book 354 at Page 980 as Reception No. 207449. 9. Terms, conditions, obligations and provisions of An Ordinance of the City of Aspen City Council Approving with Conditions, the Hyman Aparpments Condominiums Subdivisions and Condominiumization to Construct aMulti-Family Building Consisting of Two Free Market Residential Units and Two Deed Restricted Affordable Housing Units on the Property known as 306 S. Gannisch Street, City of Aspen, Pitkin County, Colorado, Ordinance No. 35 (Series of 2005) as set forth in instrument recorded September 20, 2005 as Reception No. 515008. 10. Terms, conditions, obligations and previsions of Subdivisions Agreement for 306 South Garmisch Condominiums Subdivision as set forth in instrument: recorded October 11, 2005 as Reception No. 516082. 11. Easements, rights of way and other matters as shown and contained on 306 South Garmisch Condominiums Subdivision recorded October 11, 2005 in Plat Book 76 at Page 2 as Reception No. 516081. STEWART TITLE GUARANTY COMPANY . .. , ALTA OWNER'S POLICY SCHEDULE B Order Number: 43156A 12. Terms, conditions, obligations, provisions, easements Declaration for 306 South Garmisch Condominiums 2007 as Reception No. Policy No: O-PRO-FORMA and assessment of Condominium as set forth in instrument recorded 13. Easements, rights of way and other matters as shown and contained in Condominium Map for 306 South Garmisch Condominiums recorded , 2007 in Plat Book _ at Page _ as Reception No. BTEWA1tT TITLE GOARANTY COMPANY .~, \.J APPLICANT: ATTACHMENT 2-LAND USE APPLICATION Name: 306 S. Garmisch, LLC 306 S. Garmisch, Aspen, CO 81611 Location: (Indicate street address, lot & block number, legal description where appropriate) PazcellD#(REQUIRED) 273512471038 & 273512471039 REPRESENTATIVE: Name: Leonard M. Oates Address: 533 E. Hopkins Ave., 3rd Floor, Aspen, CO 81611 Phone#[ 970-920-1700 Name: 306 5. Garmisch Townhomes Condominiums Address: 306 5. Garmisch, Aspen, CO 81611 Phone#: 970-920-1700 Twv. nn AvvnreT~nNe (nlrace check all that annlvl~ ^ Conditional Use ^ Conceptual PUD ^ Conceptual Historic Devt. ^ Special Review ^ Final PUD (& PUD Amendment) ^ Final Historic Development ^ Design Review Appeal ^ Conceptual SPA ^ Minor Historic Dev[. ^ GMQS Allotment ^ Final SPA (& SPA Amendment) ^ Historic Demolition ^ GMQS Exemption ^ Subdivision ^ Historic Designation ^ ESA - 8040 Greenline, Stream Q Subdivision Exemption (includes ^ Small Lodge Conversion/ Margin, Hallam Lake Bluff, condominiumization) Expansion Mountain View Plane ^ Lo[ Split ^ Temporary Use ^ Other: ^ Lot Line Ad'ustment ^ Text/Ma Amendment EXISTING CONDITIONS: (description of existing buildings, uses, previous approvals, etc.) New constructed residential condominium - two (2) free market units and two (2) deed restricted affordable housing units PROPOSAL: (description of proposed buildings, uses, modifications, etc.) Condominiumization of newly constructed residential building Have you attached the following? FEES DUE: $ 909.00 "^ Pre-Application Conference Summary ® Attachment #1, Signed Fee Agreement ^ Response to Attachment #3, Dimensional Requirements Form ^ Response to Attachment #4, Submittal Requirements- Including Written Responses to Review Standards All plans [hat are larger than 8.5" x 11" must be folded and a floppy disk with an electronic copy of all written text (Microsoft Word Format) roust be submitted as part of the application. ~--. w.s -,. CITY OF ASPEN COMMUNITY DEVELOPMENT DEPARTMENT Aereement for Payment of Citv of Aspen Development Auolication Fees CITY OF ASPEN (hereinafter ClTY)and 306 S. Garmisch, LLC (hereinafter APPLICANT) AGREE AS FOLLOWS: I. APPLICANT has submitted to CITY an application, for Condominiumization of five newly constructed residential units at 306 S. Garmisch, (hereinafter, THE PROJECT). Aspen, Colorado 2. APPLICANT understands and agrees that City of Aspen Ordinance No. 57 (Series of 2000) establishes a fee structure for Land Use applications and the payment of all processing fees is a condition precedent to a detemtination of application completeness. 3. APPLICANT and CITY agree that because of the size, nature or scope of the proposed project, it is not possible at this time to ascertain the full extent of the costs involved in processing the application. APPLICANT and CITY further agree that it is in the interest of the parties that APPLICANT make payment of an initial deposit and to thereafter permit additional costs to be billed to APPLICANT on a monthly basis. APPLICANT agrees additional costs may accrue following their heazings and/or approvals. APPLICANT agrees he will be benefited by retaining greater cash liquidity and will make additional payments upon notification by [he CITY when they are necessary as costs are incurred. CITY agrees it will be benefited through the greater certainty of recovering its full costs to process APPLICANT'S application. 4. CITY and APPLICANT further agree that it is impracticable for CITY staff [o complete processing or present sufficient information to the Planning Commission and/or City Council to enable the Planning Commission and/or City Council to make legally required findings for project consideration, unless current billings are paid in full prior to decision. 5. Therefore, APPLICANT agrees that in consideration of the CITY's waiver of its right to collect full fees prior to a determination of appplication completeness, APPLICANT shall pay an initial deposit in the amount of $ 909.00 which is for Ehree (3) hours of Community Development staff time, and if actual recorded costs exceed the initial deposit, APPLICANT shall pay additional monthly billings to CITY to reimburse the CITY for [he processing of the application mentioned above, including post approval review at a rate of $235.00 per planner hour over the initial deposit. Such periodic payments shall be made within 30 days of the billing date. APPLICANT further agrees that failure to pay such acemed costs shall be grounds for suspension of processing, and in no case will building permits be issued until all costs associated with case processing have been paid. CITY OF ASPEN Chris Bendon Community Developmeut Director APPLICANT 306 5. Garmisch, LLC By. agent Date: Bill To Mailing Address and Telephone Number: c/o Oates, Knezevich, Gardenswartz & Kelly, P.C ws c. xopxins wve., sra door Aspen, CO 81611 970-920-1700 f-~ .., -.. File Edi[ Record Navigate Form Reports Format Tab Help J; ~ Iss lump 1 ~ i ~ el : - ., ~~ ~ Main Cullom Fields Valuation Parcels Actions Fee; Fee Summary Sub PermAs f~onditions Routing History ci __- __ __.. __-___ - _- __ __ _ --_._ _ _ °c __..... ._. __. _... _. _. y ~ Permit Type ~ Permd p ~0096.2007.ASLU -a ~'i Address 1;306 5 GARMISH J ApUSuite tf Gly ASPEN State CO 1 Zip 81611 o i - ~~ Permit lnlormation n it Master PermA _~ Routng Dueue aslu07 Applied !OBJISJ2007 _~ ~ I Pi ecl Status pending oved _ I, 0 '- P - __ -.._- -_ ~ _._ APPr I _ J '; Descn lion SUBDIVISION EXEMPTION Issued r Final ~.. SubmAted 'ILENNY GATES 920-1700 Lbck Rumig Days ~ 0 Expnes 06(09(2008 Owner Last Name 1306 5 GARMISCH LLC First Name J Phone 19701925-5990 ~~ Owner is AOPlicant? Applicant Last Name 306 5 GARMISCH LLC _~ First Name Phone.(97019255990 Cult p j27645 Lender Last Name '., _ Fill Name PMne 1617 W M/ilN ',ASPEN C081611 - (617 W MAIN RSPEN C081611 n v code AspenDaldl6] ~ Recwd: 1 d 1 .1 ~.~ ., CITY OF ASPEN PRE-APPLICATION CONFERENCE SUMMARY PLANNER: Jennifer Phelan, 429-2759 DATE: 8/13/07 PROJECT: 306 S. Garmisch APPLICANT: John R. Provine and Ronald E. Soldering, Trustee -Soldering Living Trust, REPRESENTATIVE: Lennie Oates TYPE OF APPLICATION: Condominiumization DESCRIPTION: The prospective Applicants would like to condominiumize the fourplex under construction. The property contains two free-mazket residential units and two affordable housing units. Condominiumization review (which is a form of subdivision) is required in order to create a condominium form of ownership Land Use Code Section(s) 26.304 Common Development Review Procedures (as applicable) 26.480.090 Condominiumization Review by: -Staff for complete application - Community Development Director for Condominiumization Public Hearing: No heazing required Planning Fees: $705.00 Deposit for 3 hours of staff time (additional staff time required is billed at $235 per hour) Referral Fees: Housing Referral ($204.00) Total Deposit: $909.00 Total Number of Application Copies: Condominiumization: 2Copies To apply, submit the following information: 1. Total Deposit for review of application. 2. Applicant's name, address and telephone number, contained within a letter signed by the applicant stating the name, address, and telephone number of the representative authorized to act on behalf of the applicant. 3. Street address and legal description of the parcel on which development is proposed to occur, consisting of a current certificate from a title insurance company, or attorney licensed to practice in the State of Colorado, listing the names of all owners of the property, and all mortgages, judgments, liens, easements, contracts and agreements affecting the parcel, and demonstrating the owner's right to apply for the Development Application. 4. Completed Land Use Application. 5. Signed fee agreement. 6. Pre-application Conference Summary. 7. An 8 1/2" x 11" vicinity map locating the subject parcel within the City of Aspen. 8. Proof of ownership. 9. Proposed condominium plat. 10. A written description of the proposal and a written explanation of how a proposed development complies with the review standards relevant to the development application. 11. All other materials required pursuant to the specific submittal requirements. 12. Applications shall be provided in paper format (number of copies noted above) as well as the text only on either of the following digital formats. Compact Disk (CD)-preferred, Zip Disk or Floppy Disk. Microsoft Word format is preferred. Text format easily convertible to Word is acceptable. Disclaimer: ~. i./ •^'~ The foregoing summary is advisory in nature only and is not binding on the City. The summary is based on current zoning, which is subject to change in the future, and upon factual representations that may or may not be accurate. The summary does not create a legal or vested right. ~^ BY-LAWS OF 306 S. GARMISCH TOWNHOMES CONDOMINIUM ASSOCIATION ARTICLE I OBJECT The purpose for which this nonprofit Associaton is formed as anon-profit Colorado corporation is to govern the property ("Projecf~ which has been submitted to the provisions of the Condominium Declaration for 306 S. Gamvsch Townhomes Condominiums (the "Declazatio>i)by the recording of the Declaration and any Amendments thereto and the Map thereof bearing the name associated with this Association in the records of Pitkin County, Colorado. All definitions contained in the Declaration and Articles of Incorporation of the Association shall apply herein and the provisions hereof shall be subject to the Declazation. 2. All present or future Owners, tenants, future tenants, or any other person that might use or have an interest in any manner in the facilities ofthe Project presently or hereafter located on the Properties therein described aze subject to the regulations set forth in these By-Laws. The mere acquisition or rental of either of the Units therein defined (hereinafter referred to as "Unit" or "Units" as the case requires) or the mere act of occupancy of any of said Units will signify that these By-Laws are accepted, ratified, and will be complied with. ARTICLE II MEMBERSHIP, VOTING, MAJORITY OF OWNERS, QUORUM, PROXIES Membership. Membership is as provided for in the Declaration. Unit Owners maybe referred to as Unit Owners or Members herein, and those terms shall have the same meaning. Membership shall temilnate without any formal Association action whenever a Unit Owner ceases to own a Unit. Provided, however, such temunation shall not relieve or release any such former Unit Owner from any liability or obligation incurred under or in any way connected with this Association during the period of such ownership and membership in the Association. Temrination shall not impair any rights or remedies which the Unit Owners have, either through the Executive Board or the Association or directly, against such former Owner and Unit Owners arising out of or in any way connected with ownership and membership and the covenants and obligations incident thereto. 2. VOt111Q. Voting shall be as allocated in the Declaration. Maiority of Unit Owners. As used in these By-Laws, the term "majority of Unit Owners" shall mean more than fifty (50%) percent of the votes allocated to the Units in number submitted hereto at the time of such vote. of ~~ AUG 1 0 2007 ,~ ~.y 4. uonun. Except as otherwise provided in these By-Laws, the Articles of Incorporation or the Declaration, the presence in person or by proxy of Unit Owners holding sixty-seven percent (67%) a majority interest of the votes entitled to be cast shall constitute a quonun except where in the Declazafion a different percentage is required. Except where a different percentage shall be required by the Declaration or by law, an affirmative vote of asixty-seven percent (67%) in interest of the Unit Owners present, either in person or by proxy, shall be required to transact the business of any meeting, and the acts or decisions thereby undertaken shall be binding on all Unit Owners. Limitations on Use of Membership List. Unless the Executive Board gives its consent, the Association's membership list or any part thereof may not be: (a) obtained or used by any person for any purpose unrelated to a Unit Owners's interest as a Unit Owner; (b) used to solicit money or property uriless such money or property will be used solely to solicit the votes of the Unit Owners in an election by the Association; (c) used for any commercial purpose; or (d) sold to or purchased by any person. 6. Liability to Third Parties. The Unit Owners, Executive Boazd members, officers, and employees of the Association are not, as such, liable for the acts, debts, liabilities or obligations of the Association. No proceeding may be brought by a creditor to reach the liability, if any, of a Unit Owner unless final judgment has been rendered in favor of the creditor against the Association and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless. Voting Lists. After a record date is fixed for a Unit Owners' meeting, the secretary shall make, at the eazlier of ten (10) days before such meeting or two (2) business days after notice of the meeting has been given, a complete list of the Unit Owners entitled to be given notice of such meeting or any adjournment thereof The list shall be arranged in alphabetical order and shall show the name and address of each Unit Owner. For the period beginning the earlier of ten (10) days prior to the meeting or two (2) business days after notice of the meeting is given and continuing through the meeting and any adjournment thereof, this list shall be kept on file at the principal office of the Association, or at a place (which shall be identified in the notice) in the city where the meeting will be held. Such list shall be available for inspection on written demand by any Unit Owner or the Unit Owners's agent or attorney during regular business hours and during the period available for inspection. 02 r \, If the list is prepared in connection with a written ballot, the list shall be available for inspecton beginning on the date the first written ballot is delivered and continuing through the time when such written ballots must be received by the Association in order to be counted. Any Unit Owner, the Unit Owner's agent or attorney may copy the list during regular business hours, at the Unit Owner's own expense, and during the period it is available for inspection, provided: (a) the demand is made in good faith and for a purpose reasonably related to the demanding Unit Owner's interest; (b) the Unit Owner describes with reasonable particularity the purpose and the records the Unit Owner desires to inspect; (c) the records are directly connected with the described purpose, and (d) the Unit Owner pays a reasonable charge covering the costs of labor and material for such copies, not to exceed the estimated cost of production and reproduction. 8. Voting, entitlement. Each Unit Owner shall be enfitled to the number of votes on each matter submitted equal to that Unit Owner's Allocated Interest. If a membership stands of record in the names of two or more persons, their acts with respect to voting shall have the following effect unless the Declaration provides otherwise: (a) if only one votes, such act binds all; and (b) if more than one votes, the vote shall be divided on a pro rata basis. Proxies. At all meetings of Unit Owners, a Unit Owner may vote by proxy by signing an appointment form or similar writing, either personally or by the Unit Owner's duly authorized attorney-in-fact. A Unit Owner may also appoint a proxy by trm~smitting or authorizing the transmission of a telegram, teletype, facsimile or other electronic transmission providing a written statement of the appointment to the proxy, a proxy solicitor, proxy support service organization or other person duly authorized by the proxy to receive appointments as agent for the proxy or to the Association. The transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the Unit Owners transmitted or authorized the transmission of the appointment. The proxy appointment form or similar writing shall be filed with the Secretary of the Association before or at the time of the meeting. The appointment of a proxy is effective when received by the Association and is valid for eleven (11) months unless a different period is expressly provided in the appointment form or similaz writing. D3 _ ..1 AUG 1 0 2007 __ .:<~ ~-. ~, Any complete copy, including an electronically transmitted facsimile, of an appointment of a proxy may be substituted for or used in lieu of the original appointment for any purpose for which the original appointment could be used. An appointment of a proxy is revocable by a Unit Owner and may be revoked by attending any meeting and voting in person or signing and delivering to the secretary or other agent authorized to tally proxy votes either a writing stating that the proxy is revoked or a subsequent appointment form. The death or incapacity of the Unit Owner appointing a proxy does not affect the right of the Association to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises its authority under the appointment. The Association shall not be required to recognize an appointment made irrevocable if it has received a writing revoking the appointment signed by the Unit Owner either personally or by the Unit Owner's attorney-in-fact, notwithstanding that the revocation may be a breach of an obligation of the Unit Owner to another person not to revoke the appointment. Subject to provisions in these Bylaws concerning the Association's acceptance of votes and any express limitation on the proxy's authority appearing on the appointment form, the Association is enfitled to accept the proxy's vote or other action as that of the Unit Owner making the appointment. 10. Association's Acceptance of Votes. If the name signed on a vote, consent, waiver, proxy appointment or proxy appointment revocation corresponds to the name of a Unit Owner, the Association, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and give it effect as the act of the Unit Owner. If the name signed on a vote, consent, waiver, proxy appointment of proxy appointment revocation does not correspond to the name of the Unit Owner, the Association, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocafion and to give it effect as the act of the Unit Owner if (a) the Unit Owner is an enfity and the name signed purports to be that of an officer or agent of the entity; (b) the name signed purports to be that of an administrator, executor, guardian or conservator representing the Unit Owner and, if the Association requests, evidence of fiduciary status acceptable to the Association has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation; ~4 ,., _.~ AUG 1 0 2007 .~-.. .., (c) the name signed purports to be that of a receiver or tmstee in bankruptcy of the Unit Owner and, if the Association requests, evidence of this status acceptable to the Association has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation; (d) the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact ofhe Unit Owner, and if the Association requests, evidence acceptable to the Association of the signatory's authority to sign for the Unit Owner has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation; (e) if two (2) or more persons are the Unit Owners, cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the cotenants or fiduciaries and the person signing appears to be acting on behalf of all the cotenants or fiduciaries; or, (f) the acceptance of the vote, consent, waiver, proxy appointment or proxy appointment revocation is otherwise proper under rules established by the Association that aze not inconsistent with this Secton. The Association is entitled to reject a vote, consent, waiver, proxy appointment or proxy appointment revocation if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the Urrit Owner. Neither the Association nor its officers nor any agent who accepts or rejects a vote, consent, waiver, proxy appointment or proxy appointment revocafion in good faith and in accordance with the standards of this Section is liable in damages for the consequences of the acceptance or rejection. 11. Manner of Acting by Association Members. Any action required by these Bylaws to be taken by the Unit Owners, or any action which maybe taken by the Unit Owners, if any such Unit Owner is a corporation or other statutory recognized entity, shall be taken by resolution of the Executive Boazd or other governing body of the Unit Owner, or by any committee designated from time to time by resolution of the boazd of directors (or other governing entity) of the Unit Owner, pursuant to the procedures then in effect under the bylaws or other governing document of the Unit Owner. 12. Action by Written Ballot. Any action that may be taken at any annual, regulaz or special meeting of Unit Owners may be taken without a meeting if the Association delivers a written ballot to every Unit Owner entitled to vote on the matter. The written ballot shall: (a) set forth each proposed action; and O5 AUG 1 0 2007 ~.~ (b) provide an opportunity to vote for or against the proposed action. Approval by written ballot shall only be valid when the number of votes cast by ballot equals or exceeds the quonun required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by written ballot shall: indicate the number of responses necessary to meet the quorum requirements; state the percentage of approvals necessary to approve each matter other than election of directors; iii specify the time by which the ballot must be received by the Association in order to be counted; and iv be accompanied by written information sufficient to pemrit each person voting to reach an informed decision. Written ballots may not be revoked. 13. Voting Agreements. Both Unit Owners may provide for the manner in which they will vote by signing an agreement for that purpose. Such an agreement is specifically enforceable. ARTICLE III MEMBERSHIP MEETINGS Association Responsibilities. The Owners of the Units will constitute the Association of Unit Owners who will have the responsibility of administering the Project through the Executive Board hereof. 2. Annual Meeting. Unless the requirement therefore is waived in writing by the Unit Owners, the annual meeting of the Unit Owners shall be held on the second Monday of July, at a time, date and place established by resolution of the Executive Boazd each yeaz for the purpose of electing members of the Executive Board (Boazd of Directors) of the Association and for the transaction of such other business as may come before the meeting. If no place is stated, the meeting shall be held at the Association's principal office. A Unit Owner or Owners may apply to the district court in the county in Colorado where the Association's principal office is located or, if the Association has no principal office in Colorado, to the district court of the county in which the Association's registered office is located to seek an order that a membership meeting be held: 06 AU6 1 0 2007 ~..,, (a) if an annual meeting was not held within six (6) months after the close of the Association's most recently ended fiscal yeaz or fifteen months after its last annual meeting, whichever is eazlier, or (b) if the Unit Owners participated in a proper call of or proper demand for a special meeting and notice of the special meeting was not given within thirty (30) days after the date of the call or the date the last of the demands necessary to require calling of the meeting was received by the Association pursuant to the Colorado Revised Non-Profit Corporation Act, or the special meeting was not held in accordance with the notice. ReQUIaz Mcetines. Regular membership meetings shall be held at a time and place stated in or fixed in accordance with a resolution of the Executive Boazd. If no place is stated, the meeting shall be held at the Association's principal office. Special MeetinQS. Special meetings of the Unit Owners may be called at any time by the Executive Board or by those persons, if any, authorized by these Bylaws, or by written demand of the Unit Owners stating the purpose or purposes for calling the meeting signed and dated by Unit Owners holding at least ten percent (10%) of all votes entitled to be cast on any issue proposed to be considered at the meeting. The record date for determining the Unit Owners entitled to demand a special meeting is the date of the eazliest of any of the demands pursuant to which the meeting is called or the date that is sixty (60) days before the date the fast of such demands is received by the Association whichever is later. If notice is not given within thirty (30) days after the date the written demand or demands are delivered to a corporate officer, a person signing the demand may set the time and place of the meeting and give notice as provided in these Bylaws. Special meetings shall be held at such time and place as may be designated by the authority calling such meeting. If no place is stated, special meetings shall be held at the Association's principal office. The purpose of any special meeting of the Unit Owners shall be stated in such notice. Only business within the purpose or purposes described in the notice may be conducted at a special meeting of Unit Owners. Place of Meeting. The Executive Board may designate any place, either within or outside Colorado, as the place for any annual meeting or any special meeting called by the Executive Board. A waiver of notice signed by all the Unit Owners entitled to vote at a meeting may designate any place, either within or outside Colorado, as the place for such meeting. If no designation is made, or if a special meeting is called other than by the Executive Board, the place of meeting shall be the principal office of the Association. 6. Notice of Meetings. Notice shall be given to each Unit Owner entitled to vote at a meeting in a fair and reasonable manner. Notice may be given as set forth below or by other means when all the circumstances are considered. Written notice by first class or registered mail of any annual, regulaz o~ Auc i o Zoos ~,_~. or special meeting stating the place, date and hour of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting. If notice is mailed by other than first class or registered mail, no less than thirty (30) days notice must be provided. Notice of a special meeting shall include a description ofthe purpose or purposes of the meeting. Notice ofan annual meeting need not include a description of the purpose or purposes except the purpose or purposes shall be stated with respect to: (a) an amendment to the articles of incorporaton of the Association; (b) merger; (c) a sale, lease, exchange, or other than in the usual and regulaz course of business, of all or substantially all of the property of the Association ; (d) dissolution of the Association; (e) restatement of the articles of incorporation; or (f) any other purpose for which a statement of purpose is required by the Colorado Revised Non-Profit Corporation Act. When giving notice of an annual, regular or special meeting of Unit Owners, the Association shall give notice of a matter a Unit Owners intends to raise at the meeting if a person entitled to call a special meeting submits a request, in writing, and it is received by the Secretary or President at least ten (10) days before the Association gives notice of the meeting. Methods o f Notice. Notice shall be given personally or by mail, private carrier, telegraph, teletype, electronically transmitted facsimile or other forrrr of wire or wireless communication by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each Unit Owner. If mailed and if in a comprehensible form, such notice shall be deemed to be given and effective at the eazliest of: (g) the date received; (h) five (5) days after deposit in the Urrited States mail, properly addressed to the Unit Owners at the Unit Owners' addresses as they appeaz in the Association's cunent record of Unit Owners, with fast class postage prepaid; (i) the date shown on the return receipt, if mailed by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (j) thirty (30) days after its deposit in the United States mail, as evidenced by the postmark, if Ds AUG 1 0 2007 ~, mailed correctly addressed and with other than fast class, registered or certified postage affixed. Oral notice is effective when communicated if communicated in a comprehensible manner. Adiormrment of Meeting. When a meeting is adjourned to another date, time or place, notice need not be given of the new date, time or place if the new date, time or place of such meeting is announced before adjournment of the meeting at which the adjournment is taken. At the adjourned meeting the Association may transact any business which may have been transacted at the original meeting. If a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting shall be given to each Unit Owner of record entitled to vote at the meeting as of the new record date. Waiver of Notice. A Unit Owner may waive notice of a meeting before or after the time and date of the meeting by a writing signed by such Unit Owner. Such waiver shall be delivered to the Association for filing with the corporate rewrds, but this delivery and filing shall not be wnditions to the effectiveness ofthe waiver. Further, by attending a meeting either in person or by proxy, a Unit Owner waives objecfion to lack of notice or defective notice ofthe meeting unless the Unit Owners objects at the beginning of the meeting to the holding ofthe meeting or the transactionof business at the meeting because of lack of notice or defective notice. By attending the meeting, a Unit Owner also waives any objection to consideration at the meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the Unit Owners object to considering the matter when it is presented. 10. Meetings by Telecommunication Any or all of the Unit Owners may participate in an annual or special membership meeting by, or the meeting may be conducted through the use of any means of communication by which all Unit Owners participating in the meeting can heaz each other during the meeting. A Unit Owner participating in a meeting in this manner is deemed to be present in person at the meeting. 11. Action by Unit Owners Without Meeting. Any action required or permitted to be taken at a meeting ofthe Unit Owners may be taken without a meeting if a written consent (or counterparts thereof] that sets forth the action so taken is signed by all ofthe Unit Owners entitled to vote with respect to the subject matter thereof required for the same to be effective if established by vote of the Unit Owners at a meeting and received by the Association. Such consent shall have the same force and effect as a unanimous vote of the Unit Owners and may be stated as such in any document. Action taken under this Section is effective as of the date the last writing necessary to effect the action is received by the Association, unless all of the writings specify a different effective date, in which case such specified date shall be the effective date for such action. Any Unit Owner who has signed a writing describing and consenting to action taken pursuant to this Section may revoke such consent by a writing signed by the Unit Owner describing the action and 09 AU6 1 0 2007 ,-,. ~. , stating the Unit Owners's prior consent is revoked, if such writing is received by the Association before the effectiveness of the action. All signed written instnunents necessary under this provision shall be filed with the minutes ofthe membership meetings. 12. Order of Business. The order of business at the annual meetings of the Owners of Units shall be as follows: (k) Roll call and certifying proxies. (1) Proof of notice of meeting or waiver of notice. (m) Reading and/or disposal of unapproved minutes. (n) Reports of officers. (o) Reports of committees. (p) Election of Board Members. (c~ Unfinished business. (r) New business. (s) Adjournment. ARTICLE IV FISCAL MANAGEMENT The provision for fiscal management of the Association for and on behalf of all of the Unit Owners as set forth in the Declaration shall be supplemented by the following provisions: 1. Accounts. The funds and expenditures of the Unit Owners by and through the Association shall be credited and charged to accounts under the following classifications as shall be appropriate, all of which expenditures shall be Common Expenses: (a) Current expenses shall include all funds and expenditures within the year for which the funds are budgeted, including a reasonable allowance for contingencies and working funds, except expenditures chargeable to reserves or to additional improvements. (b) Reserve for deferred maintenance shall include funds for maintenance items which occur Olo _ ~~~ AUa 1 0 2007 ..,,~, ,, less frequently than annually. (c) Reserve for replacement shall include funds for repair or replacement required because of damage, wear or obsolescence. ARTICLE V Executive Board Subject to contrary provisions contained in the Declaration: 1. Number, Qualifications, Election, Tenure. The number of Members of the Executive Board shailbe as provided in the Declaration. Members of the Executive Board of the Association shall be natural persons at least eighteen (18) years of age or older. The Executive Boazd members, who need not be residents of the State of Colorado, shall manage the affahs of the Association. The number of members of the Executive Board shall be as provided in the Declazation. All members of the Executive Boazd, subject to the Declarant's rights set forth in the Declaration, shall be elected by the voting Unit Owners at each annual meeting of the Unit Owners. Directors thus elected shall be elected for a one yeaz term and shall hold office until the next annual meeting of the Unit Owners occurring at the expiration of their terms and until their successors have been elected and qualified. Members of the Executive Board may be elected for successive terms. A member of the Executive Board continues to serve until his or her successor is elected, appointed or designated and qualifies. A decrease in the number o f Executive Board members or in the term of office does not shorten an incumbent Executive Board member's term. The term of a Executive Board member filling a vacancy expires at the end of the unexpired term that such Executive Boazd member is filling. 2. Powers, Duties and Functions. The Executive Boazd shall have those powers and duties specified by the Colorado Revised Non-Profit Corporation Act, unless limited by the Declaration or Articles of Incorporation, and if not specifically included therein the following: (a) To insure and keep insured all of the insurable Common Elements and Building on the Properties. To insure and keep insured all of the common fixtures, common equipment and common personal property for the benefit of the Owners of the Units and their First Mortgagees. Further, to obtain and maintain the other insurance coverages required or permitted by the Declazation. (b) To prepare, according to generally accepted accounting principles, a budget for the Association at least annually, in order to determine the amount of the assessments payable by the Unit Owners to meet the Common Expenses of 306 S. Garmisch Townhomes oIl AUG 1 0 2007 r \ r Condominiums. To allocate and assess such Common Expenses among the Unit Owners according to the Declaration. To cause the Association to provide for those matters required or permitted by the Declaration. (c) To collect delinquent assessments by suit or otherwise and to enjoin or seek damages from an Owner as is provided in the Declaration and these By-Laws. To enforce a late charge and to collect interest at the rate of eighteen (18%) percent per annum in connection with Assessments remaining unpaid more than thirty (30) days from due date for the payment thereof, plus a late chazge of $25.00 and reasonable attorney's fees incurred. (d) To protect and defend in the name of the Association any part or all of the Common Property from loss and damage by suit or otherwise. (e) To borrow funds in order to pay for any expenditure or outlay required pursuant to the authority granted by the provisions of the recorded Declaration and these By-Laws and to execute all such instruments evidencing such indebtedness as the Boazd may deem necessary, and, subject to the provisions of CCIOA, give security therefor. Such indebtedness shall be the several obligation of all of the Owners in the same proportion as their interest in the Association. The persons who shall be authorized to execute promissory notes and securing instruments shall be the President and Secretary or Assistant Secretary with the proper resolution of the Board. (~ To enter into contracts to carry out their duties and powers. (g) To establish a bank account or accounts for the common treasury and for all separate funds which are required or may be deemed available. (h) To make repairs, additions, alterations and improvements to the Common Property consistent with managing the Common Property in a first class manner and wnsistent with the best interest of the Unit Owners. Such duties may be delegated to a professional Management Contractor employed by the Associaton which shall be a competent, experienced property manager regulazly engaged in such business in Pitkin County, Colorado. (i) To keep and maintain full and accurate books and records showing all of the receipts, expenses or disbursements and to pemut examination thereof at convenient weekday business hours by each of the Owners, or their Mortgagees, if applicable (j) To prepaze and deliver annually to each Owner a statement showing receipts, expenses or disbursements since the last such statement. olz A,U6 1 0 zoos ... ~,~ (k) To meet at least annually whereat the professional Management Contractor, if any, or its employee shall be in attendance. (1) In general, to carry on the administration of this Association and to do all of those things necessary and reasonable in order to carry out the governing and the operation of 306 S. Gamusch Townhomes Condominiums. (m) To control and manage the use of all sidewalks, open spaces, streets and other Common Property. (n) To employ for the Association a professional Management Contractor who shall have and exercise all of those powers granted to it by the Boazd, but not those powers which the Board, by law, may not delegate. 3. Annual Meeting. The annual meeting of the Executive Board shall be held immediately following and in the same place as the annual meeting of the Unit Owners in each calendar year, or on such other date and at such time and at such place as the President may detemune. The annual meeting of the Executive Board shall be for the purpose of electing officers and for the transaction of such other business as may come before the meeting. 4. Regular Meetings. Regulaz meetings of the Executive Board shall be held quarterly. The Executive Boazd may provide by resolution the time and place, either within or outside Colorado, for the holding of additional regular meetings without other notice. 5. Special Meetings. Special meetings of the Executive Board may be called by or at the request of the President or any Executive Board member. Special meetings shall be held at such time and place, either within or outside Colorado, as may be designated by the authority calling such meeting; provided that no meeting shall be called outside the State of Colorado unless a majority of the Board has so authorized. Notice stating the place, day, and hour of every special meeting shall be given to each member of the Executive Board by mailing such notice at least two days before the date fixed for the meeting. The notice of such special meeting need not specify the purpose of the meeting. 6. Quorum, Voting. A quorum at all meetings of the Executive Board shall consist of a majority of the Executive Boazd members holding office. In no event may the quorum be less than a majority of the directors. Less than a quorum may adjourn from time to time without further notice until a quorum is secured. Except as provided otherwise by these Bylaws, the act of a majority of the Executive Boazd members present at a meeting at which a quorum is present shall be the act of the Executive Boazd. Proxies: For purposes of detemtining a quonun and for purposes of casting a vote, an Executive X13 '~ G~!U i ©207 :,; .,.. Boazd member maybe deemed to be present and to vote if the Executive Board member grants a signed, written proxy to another Executive Board member. The proxy must direct a vote to be cast with respect to a particulaz proposal that is described with reasonable specificity in the proxy. No other proxies are allowed. 8. Assent Construed. An Executive Boazd member who is present at a meeting of the Execufive Boazd is deemed to have assented to all action taken unless: (a) the Executive Boazd member objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken; (b) the Executive Boazd member contemporaneously requests that the Executive Boazd member's dissent or abstention as to any specific action taken be entered in the minutes; or (c) the Executive Boazd member causes written notice of the Executive Boazd member's dissent or abstention as to any specific action to be received by the presiding officer of the meeting before adjournment or by the Association promptly after adjournment. The right of dissent or abstention is not available to an Executive Board member who votes in favor of the action taken. 9. Vacancies. Any vacancy in the Executive Board shall be filled by the Unit Owners of the Association. An Executive Board member elected to fill a vacancy shall be elected for the unexpired term of such person's predecessor in office and unfil such person's successor is duly elected and shall have qualified. Any position on the Execufive Boazd to be filled by reason of an increase in the number of Executive Boazd members shall be filled by the Unit Owners of the Association as soon as practicable after the time such increase is authorized. 10. Committees. The Executive Boazd of the Association may designate from among the Unit Owners, by a resolution adopted by a majority of the entire Executive Boazd, an executive committee and one or more other committees, each of which shall have and may exercise such authority in the management of the Association as shall be provided in such resolution or in these Bylaws. No such committee shall have the power or authority to authorize distributions; approve or propose actions to Urrit Owners that require Unit Owner approval; elect, appoint or remove any Executive Boazd member; amend, restate, alter, or repeal the Articles of Incorporation; amend, alter, or repeal these or any other Bylaws of the Association; approve a plan of merger; approve a sale, lease, exchange, or other disposition of all or substantially all of the property of the Association, with or without goodwill; or, take any other action prohibited by law. 11. Resignation An Executive Boazd member may resign at anytime by giving written notice of X14 AUu 1 Q 2007 .. resignation to the Association. The resignation is effective when the notice is received by the Association unless the notice specifies a later effective date. An Executive Boazd member who resigns may deliver a statement to that effect to the Colorado Secretary of State. 12. Removal The entire Boazd elected by the Unit Owners, or any member(s) thereof, may be removed by the Unit Owners with or without cause at a meeting called for and stating that purpose. An Executive Board member may only be removed if the number of votes cast to remove would be sufficient to elect the Executive Boazd member other than a designated Executive Board member who may only be removed by a Bylaw amendment. An Executive Boazd member elected by the Executive Board to fill a vacancy by the Unit Owners may be removed with cause by the voting Unit Owners, but not by the Executive Board. An appointed Executive Board member, ifany, may be removed without cause by the person or entity appointing the Executive Boazd member. Such removal shall require written notice of the removal to the Executive B~azd member and the Association. Removal is effective when the nofice is received by both the Executive Board member and the Association, unless the notice specifies a future effective date. 13. Vacancy on the Boazd. If a vacancy occurs on the Executive Boazd, including a vacancy resulting from an increase in the number of Executive Boazd members, the Unit Owners shall fill the vacancy 14. Action W ithout a Meeting. Any action required by law to be taken at a meeting of the Execufive Board, or any committee thereof, or any other action which may be taken at a meeting of Executive Board members, or any committee thereof, maybe taken without a meeting if every member of the Executive Board who is a Unit Owner in writing either: (a) votes for such action or (b) votes against such action or abstains from voting and waives the right to demand that a meeting be held. Action is taken only if the affirmative votes for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the Executive Board members then in office were present and voted. The action shall only be effective if there are writings which describe the action, signed by all Executve Board members, received by the Association and filed with the minutes. Any such writings may be received by electronically transmitted facsimile or other form of wire or wireless communication providing the Association with a complete copy of the document including a copy of the signature. Actions taken shall be effective when the last writing necessary to effect the action is received by the Association unless the writings set forth a different date. Any Executive Boazd member who has signed a writing may revoke it by a writing signed, dated and stating the prior vote is revoked. However, such writing must be received by the Association before the last writing necessary to effect the action is received. All such actions shall have the same effect as action taken at a meeting. 015 AU6 1 0 2007 15. Comuensation No member of the Executive Board who is a Unit Owner shall receive any compensation for serving in such office, provided that the member of the Executive Board representing a management company shall be paid such compensation as the Unit Owner members of the Executive Board shall agree, the Association may reimburse arty member of the Executive Board for reasonable out of pocket expenses Incurred in connection with service on the Executive Board. 16. Notice. Notice of the date, time and place of any special meeting shall be given to each Executive Board member at least two (2) days prior to the meeting by written nofice either personally delivered or mailed to each Executive Board member at the Executive Boazd member's business address, or by notice transmitted by private courier, telegraph, telex, electronically transmitted facsimile or other form of wire or wireless communication. If mailed, such notice shall be deemed to be given and to be effective on the earlier of: (a) five (5) days after such notice is deposited in the United States mail, properly addressed, with first class postage prepaid; or (b) the date shown on the return receipt, if mailed by registered or certified mail return receipt requested, provided that the return receipt is signed by the Executive Board member to whom the notice is addressed. If notice is given by telex, electronically transmitted facsimile or other similar form of wire or wireless communication, such notice shall be deemed to be given and to be effective when sent, and with respect to a telegram, such notice shall be deemed to be given and effective when the telegram is delivered to the telegraph company. If an Executive Board member has designated in writing one or more reasonable addresses or facsimile numbers for delivery of nofice, notice sent by mail, telegraph, telex or electronically transmitted facsimile or other form of wire or wireless wmmunication shall not be deemed to have been given or to be effective unless sent to such addresses or facsimile numbers as the case may be. 17. Waiver of Notice. An Executive Board member may waive notice of a meeting before or after the time and date of the meeting by a writing signed by the Executive Boazd member. Such waiver shall be delivered to the corporate secretary for filing with the corporate records, but such delivery and filing shall not be conditions to the effectiveness of the waiver. Further, an Executive Board member's attendance at or participation in a meeting waives any required notice to the Executive Board member of the meeting unless at the beginning of the meeting, or promptly upon the Executive Board member's later arrival, the Executive Boazd member objects to holding the meeting or transacting business at the meeting because of lack of notice or defective nofice and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regulaz or special meeting of the Executive Board need be specified in the notice or waiver of notice of such mceting. 016 AUu 1 0 2007 ,~.-~ 18. Meetings by Telecommunication The Executive Boazd may permit any Executive Board member or any member of any committee designated by the boazd) to participate in a regulaz or special meeting of the Executive Boazd or a committee thereof through the use of any means of wmmunication by which all Executive Boazd members participating in the meeting can hear each other during the meeting. An Executive Board member participating in a meeting in this maruter is deemed to be present in person at the meeting. 19. Standard of Conduct for Directors and Officers. Each Executive Board member and officer shall perform their duties as an Executive Boazd member or officer, including without limitation their duties as a member of any committee of the Board, in good faith, in a manner the Executive Boazd member or officer reasonably believes to be in the best interests of the Association, and with the care an ordinarily prudent person in a like position would exercise under similaz circumstances. In the performance of their duties, Executive Board members or officers shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepazed or presented by the persons designated below. However, an Executive Board member or officer shall not be considered to be acting in good faith if the Executive Board member or officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted. An Executive Boazd member or officer shall not be liable to the Association or the Unit Owners for any action the Executive Board member or officer takes or omits to take as a Executive Board member or officer if, in connection with such action or omission, the Executive Boazd member or officer performs such duties in compliance with this Section. An Executive Board member or officer, regazdless of title, shall not be deemed to be a trustee with respect to the Association or with respect to any property held or administered by the Association including, without limitation, property that maybe subject to restrictions imposed by the donor or transferor of such property. The designated persons on whom a Executive Board member or officer aze entitled to rely aze: (a) one or more officers or employees of the Association whom the Executive Boazd member or officer reasonably believes to be reliable and competent in the matters presented; (b) legal counsel, a public accountant, or other person as to matters which the Executive Board member or officer reasonably believes to within such person's professional or expert competence; (c) a committee of the Executive Boazd on which the Executive Boazd member or officer does not serve if the Executive Board member reasonably believes the committee merits confidence. ARTICLE VI ol~ _ ,~ AUG 1 0 2007 ~::;; ~. OFFICERS General The officers of the Association shall be a President, [one or more Vice-presidents], a Secretary, and a Treasurer. Any individual may hold more than one office. The Executive Board may appoint such other officers as it may deem advisable, who shall be chosen in such mazmer and hold their offices for such tetm~s and have such authority and duties as from time to time maybe determined by the Executive Board. Except as expressly prescribed by these bylaws, the Executive Board or the officer or officers authorized by the Executive Boazd, shall from time detemune the procedure for the appointment of officers, their authority and dufies, provided that the Executive Board may change the authority and duties of any officer who is not appointed by the Executive Board. All officers shall be natural persons who are eighteen (18) yeazs or older. An officer need not be an Executive Board member, but does need to be a Unit Owner. 2. Powers and Duties. The officers of the Association shall exercise and perform the respective powers, duties, and functions as are stated below and as maybe assigned to them by the Executive Board. (a) The President shall preside at all meetings of the Executive Board. The President shall be the Chief Executive Officer of the Association and shall, subject to the general direction and control of the Executive Board, have the general supervision, direction, and control over the business and affairs of the Association and its officers, agents, and employees. The President may sign, with the Secretary or any Assistant Secretary or any other proper officer of the Association designated by the Executive Board, any deeds, leases, mortgages, deeds of trust, or other documents of conveyance or encumbrance of any real property owned by the Associatoon. He shall also perform all duties incident to the office of President and such other duties as may be assigned by the Executive Board from time to time. (b) The Vice-presidents shall assist the President and shall perform such dufies as may be assigned to them by the President or by the Executive Board. In the absence of the President, the Vice-president, if any or, if more than one, the Vice-presidents in the order designated by the Executive Boazd, or if the Executive Board makes no such designation, then the Vice-president designated by the President, or if neither the board nor the President makes any such designation, the senior Vice-president as detemtined by first election to that office), shall have the powers and perform the duties of the President. (c) The Secretary shall keep accurate minutes of the proceedings of the members and of the Executive Boazd and of any committees of the Executive Board; shall ensure that all notices are duly given in accordance with the provisions of these Bylaws; shall be custodian of the records and of the seal of the Association and shall attest the affixing of the seal of the Association when authorized by the Executive Board; and shall perform such additional _. 018 RUG 1 0 2007 duties as are incident to such office and as may be assigned to such person by the Executive Board or the President. Assistant Secretaries, if any, shall have the same duties and powers subject to the supervision of the Secretary, (d) The Treasurer shall be the principal financial officer of the Association; shall have the charge and custody of and be responsible for al] funds and securities of the Association; shall deposit such funds in the name of the Association in such depositories as shall be designated by the Executive Board; shall keep accurate books of account and records of financial transactions and the condition of the Association and shall submit such reports thereof as the Executive Boazd may from time to time require; and in general, perform all duties incident to such office and such other duties as may from time to time be assigned to such person by the President or by the Executive Board. The Treasurer shall make an annual financial report to the Association at the annual meeting of the Executive Board. With the approval of the Executive Board, the Treasurer shall be authorized to engage any firm of certified public accountants to assist in the performance of any of the duties incident to the Treasurer's office. Assistant treasurers, if any, shall have the same duties and powers subject to the supervision of the Treasurer. 3. Selection and Terms of Offices. All officers of the Association shall be elected by the Executve Boazd at its annual meeting and shall hold office and until their successors shall have been elected and shall have qualified. 4. Compensation No compensation shall be paid to officers of the Association for serving in such capacity. The Association shall reimburse any officer for all reasonable out of pocket expenses incurred by such individual in connection with services rendered to or for the Association. 5. Resignation and Removal An officer may resign at any time by giving written notice of resignation to the Association. The resignation is effective when the notice is received by the Association unless the notice specifies a later effective date. Any officer or agent elected may be removed at any time with or without cause by the Executive Board or by an officer or officers authorized by the Executive Board to do so. An officer who resigns or is removed or whose appointment has expired may deliver a statement to that effect to the Colorado Secretary of State. Such removal does not affect the contract rights, if any, of the Association or of the person so removed. The appointment of an officer or agent shall not in itself create contract rights. 6. Vacancies. A vacancy in any office, however occurring, maybe filled by the Executive Board, or by the officer or officers authorized by the Executive Board for the unexpired portion of the officer's term. if an officer resigns and the resignation is made effective at a later date, the Executive Board, or officer or officers authorized by the Executive Boazd, may pemut the officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the Executive Boazd, or officer or officers authorized by the Executive Boazd provide that the successor shall not X19 __~ ,~ f-1~!a 1 0 2007 take office until the effective date. )n the alternative, the Executive Boazd, or officer or officers authorized by the Executve Board, may remove the officer at any time before the effective date and fill the resulting vacancy. ARTICLE VII CORPORATE DOCUMENTS AND RECORDS Financial Statements. Upon the written request of any Unit Owners, the Association shall mail to such Unit Owners its most recent annual financial statements, if any, and its most recently published financial statements, if any, showing in reasonable detail its assets and liabilities and results of its operations. 2. Corporate Records. The Association shall keep as permanent records minutes of all meetings of its Unit Owners and Executive Boazd, a record of all actions taken by the Unit Owners or Executive Boazd without a meeting and of actions taken by a committee in place of the Executive Board, and a record of all waivers of notices of meetings of Unit Owners, the Executive Boazd or any committee. The Association shall also maintain any records required to be kept pursuant to the CCIOA and if not required thereby, the following records: (a) appropriate accounting records; (b) a record of its Unit Owners which permits preparation of a list of the name and address of all Unit Owners in alphabetical order which shows the number of votes each Unit Owners is entitled to cast; (c) its articles of incorporation and bylaws; (d) board resolutions relating to the characteristics, qualifications, rights, limitafions and obligations of Unit Owners; (e) minutes of all Unit Owners' meetings and records of all action taken by Unit Owners without a meeting for the past three (3) yeazs; (~ all written communications within the past three (3) years to Unit Owners; (g) a list of the names and business or home addresses of its current Executive Boazd member and officers; (h) a copy of its most recent corporate report delivered to the Secretary of State; (i) all financial statements prepared for periods during the last three (3) years that a Unit Ozo AUG 1 0 zoo? Owners could have requested under Colorado law. 3. Inspection and CODV111Q of Association Records. Upon written demand delivered at least five (5) business days before the date on which a Unit Owner wishes to inspect and copy any of the corporate records identified in Article VII2.(a), Subsection VII2.(c) and VII2.(i), a Unit Owner, a Unit Owner's agent, attorney and/or First Mortgagee is entitled to inspect and copy such records during regulaz business hours at the Association's principal office. The Association may impose a reasonable charge, covering the costs of labor and material, for copies of the documents provided. The chazge may not exceed the estimated cost of production and reproduction of the records. A Unit Owner may also inspect any other records at a reasonable location specified by the Association upon the same terms and conditions. Unit Owners entitled to inspect these other records must also meet the following requirements: (a) the demand must be made in good faith and for a proper purpose; (b) the Unit Owners must describe with reasonable particularity the purpose and the records the Unit Owners desires to inspect; and (c) the records must be directly connected with the described purpose. The rights set forth herein may not be abolished or limited by the Articles of Incorporation or the Bylaws of the Association. ARTICLE VIII AMENDMENTS TO BY-LAWS AND ARTICLES Amendments to By-Laws. These By-Laws may be amended by vote of Owners of a majority of the votes allocated to the Units at a duly constituted meeting of the Unit Owners for such purpose, provided, however, that no amendment shall conflict with or minimise the intended effect of the provisions of the Association's Articles of Incorporation, the Declaration, or the mandatory provisions of CCIOA. 2. Amendments to Articles of Incorooration The Articles of Incorporation may be amended in the manner provided by law and therein. No amendment shall be made which conflicts with the mandatory provisions of CCIOA or which would have the effect of modifying the Declaration. ARTICLE LY CONTRACTS, LOAN, AND DEPOSITS Contracts. The Executive Board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, 021 ~,Ur 1 0 2007 and such authority may be general or confined to specific instances. 2. Loans. No loans shall be contracted for on behalf of the Association and no evidence of indebtedness shall be issued in the name of the Association unless authorized by a resolution of the Executive Board. Such authority may be general if confined to a specific dollaz limit deternned from time to time by resolution of the Executive Boazd and shall otherwise be confined to specific instances. No loan shall be made to any officer or Executive Boazd member of the Association. 3. Checks, Drafts, and Notes. All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Executive Boazd. 4. Deoosits. All funds of the Association not otherwise employed shall be deposited finm time to time to the credit of the Association in such banks, financial institutions, or other custodians as the Execufive Board may select. 5. Investment Managers. The Executive Board shall have the authority to designate any bank, trust company, brokerage fum, or investment advisor to manage the assets and investment of the assets of the Association. 6. Fiscal Yeaz. The fiscal yeaz of the Association shall be determined by the Executive Boazd. ARTICLE X SALE OF PROPERTY The Executive Boazd may not mortgage, pledge, dedicate to the repayment of indebtedness with or without recourse), or otherwise encumber all or substanfially all of the Association's property without the approval of the Unit Owners. If the Association wishes to sell, lease, exchange or otherwise dispose of all, or substantially all of its property, the Executive Board shall propose the terms, conditions and consideration of the transaction to the Unit Owners entitled to vote thereon for their approval. This provision shall not apply to a transaction subject to court order. The procedures set forth in C.R.S. §7-132-102 shall be followed by the Association in connection with such sales. ARTICLE XI INDEMNIFICATION Definitions. For purposes of this Article: (a) The terms "Executive Boazd member or officer" shall include a person who, while serving 022 ~"tU6 1 0 2007 as an Executive Boazd member or officer of the Association, is or was serving at the request of the Association as a drrector, officer, partner, member, manager, trustee, employee, fiduciary or agent of another foreign or domestic corporafion or nonprofit corporation. The term "Executive Board member or officer" shall also include the estate or personal representative of ar Executive Board member or officer, unless the context otherwise requires. (b) The term "proceeding" shall mean any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, whether fom~al or informal, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding. (c) The term "party" includes an individual who is, was, or is threatened to be made a named defendant or respondent in a proceeding. (d) The temr "liability" shall mean any obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expense incurred with respect to a proceeding. (e) When used with respect to a Executive Board member, the phrase "official capacity" shall mean the office or Executive Boazd membership in the Association, and, when used with respect to a person other than a Executive Board member, shall mean the office in the Association held by the officer or the employment, fiduciary or agency relationship undertaken by the employee or agent on behalf of the Association, but in neither case shall include service for any foreign or domestic corporation or for any other person, employee benefit plan, or other enterprise. 2. General Provisions. The Association shall indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a Executive Board member or officer of the Associaton, against expenses (including attorneys fees), liability, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if such person: (a) acted in good faith, (b) reasonably believed, in the case of conduct in an official capacity with the Association, that the conduct was in the best interests of the Association, and, in all other cases, that the conduct was at least not opposed to the best interests of the Association, and (c) with respect to any criminal proceeding, had no reasonable cause to believe that the conduct was unlawful. However, no person shall be entitled to indemnification under this X23 l Au 1 0 2007 ~.'; Section 2 either: in connection with a proceeding brought by or in the right of the Association in which the Executive Boazd member or officer was adjudged liable to the Associafion; or in connection with any other proceeding charging improper personal benefit to the Executive Boazd member or officer, whether or not involving action in that person's official capacity, in which the officer or Executive Board member is ultimately adjudged liable on the basis that the Executive Board member or officer improperly received personal benefit. Indemnification under this Section 2 in connection with a proceeding brought by or in the right of the Association shall be limited to reasonable expenses incurred in connection with the proceeding. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo wntender or its equivalent shall not of itself be detemilnative that the person did not meet the standard of conduct set forth in this Section. Successful Defense on the Merits: Expenses. To the extent that an Executive Board member or officer of the Association has been wholly successful on the merits in defense of any proceeding to which he was a party, such person shall be indemnified against reasonable expenses (including attorneys' fees) actually and reasonably incurred in connection with such proceeding. 4. Detemvnation of ]tight to Indemnification Any indemnification under Section 2 of this Article (unless ordered by a court) shall be made by the Associafion only as authorized in each specific case upon a determination that indemnification of the Executive Boazd member or officer is pemrissible under the circumstances because such person met the applicable standard of conduct set forth in Section 2. Such detem~irtation shall be made: (a) by the Executive Board by a majority vote of a quorum of disinterested Executive Board members who at the time of the vote are not, were not, and are not threatened to be made parties to the proceeding; or (b) if such a quorwn cannot be obtained, by the vote of a majority of the members of a committee of the Executive Board designated the Executive Board, which committee shall consist of two or more Executive Boazd members who aze not parties to the proceeding (Executive Boazd members who aze parties to the proceeding may participate in the designation of Executive Board members to serve on such committee); or X24 AUG 1 0 Zoo? (c) if such a quorum of the Executive Boazd cannot be obtained or such a committee cannot be established, or even if such a quorum is obtained or such a committee is so designated, but such quorum or committee so directs, then by independent legal counsel selected by the Executive Board in accordance with the preceding procedures, or by the Unit Owners (other than the Unit Owners who are Executive Board members and aze, at the time, seeking indemnification). Authorization of indemnification and evaluation as to the reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that, if the determination that indemnification is pemmissible is made by independent legal counsel, authorization of indemnification and evaluation of legal expenses shall be made by the body that selected such counsel. Advance Payment of Expenses: Undertaking to Repay. The Association shall pay for or reimburse the reasonable expenses (including attorneys fees) incurred by an Executive Board member or officer who is a party to proceeding in advance of the final disposition of the proceeding if. (a) the Executive Boazd member or officer furnishes the Association a written affimmafion of the Executive Board member's or officer's good faith belief that the person has met the standard of conduct set forth in Section 2; (b) the Executive Board member or officer furnishes the Association with a written undertaking, executed personally or on the Executive Board member's or officer's behalf, to repay the advance if it is detemmined that the person did not meet the standard of conduct set forth in Section 2, which undertaking shall be an unlimited general obligation of the Executive Boazd member or officer but which need not be secured and which may be accepted without reference to financial ability to make repayment; and (c) a detemminaton is made by the body authorizing indemnification that the facts then known to such body would not preclude indemnification. 6. Reuorts to Unit Owners. In the event that the Association indemnifies, or advances the expenses of, an Executive Board member or officer in accordance with this Article in connection with a proceeding by or on behalf of the Association, a report of that fact shall be made in writing to the Unit Owners with or before the delivery of the notice of the next meeting of the Unit Owners. Other Emylovees and Agents. The Association shall indemnify such other employees and agents of the Association to the same extent and in the same manner as is provided above in Section 2 with respect to Executive Board members and officers, by adopting a resolution by a majority of the Executive Boazd specifically identifying by name or by position the employees or agents entitled to indemnification. 8. Insurance. The Executive Board may exercise the Association's power to purchase and maintain Ozs ~Uu 1 0 2007 r.~ insurance (including without limitation insurance for legal expenses and costs incurred in connection with defending any claim, proceeding, or lawsuit) on behalf of any person who is or was an Executive Board member, officer, employee, fiduciary, agent or was serving as a director, officer, partner, member, trustee, employee, fiduciary of another domestic or foreign corporation, nonprofit corporation against any liability asserted against the person or incurred by the person in any such capacity or arising out of the person's status as such, whether or not the Association would have the power to indemnify that person against such liability under the provisions of this Article. Nonexclusivity of Article. The Indemnification provided by this Article shall not be deemed exclusive of any other rights and procedures to which one indemnified may be entitled under the Articles of Incorporation, any Bylaw, agreement, resolution of disinterested Executive Board members, or otherwise, both as to action in such person's official capacity and as to acton in another capacity while holding such office, and shall continue as to a person who has ceased to be an Executive Board member or officer, and shall inure to the benefit of such person's heirs, executors, and administrators. 10. Notice to Unit Owners of Indemnificafion If the Association indemnifies or advances expenses to a Executive Boazd member or an officer, the Association shall give written notice of the indemnification in advance to the Unit Owners with or before the notice of the next voting Unit Owners' meeting. If the next Unit Owners action is taken without a meeting, such nofice shall be given to the Unit Owners at or before the time the first Unit Owner signs a writing consenting to such action. ARTICLE XII MISCELLANEOUS 1. Seal. The Executive Boazd may adopt a corporate seal, which may be circular in fomr and shall contain the name of the corporation and the words, "Seal, Colorado". 2. Gender. The masculine gender is used in these bylaws as a matter of convenience only and shall be interpreted to include the feminine and neuter genders as the circumstances indicate. 3. Conflicts. In the event of any irreconcilable conflict between these Bylaws and either the Association's Articles of Incorporation, the Declaration or the mandatory provisions of the Colorado Revised Non-Profit Corporation Act, the latter shall control. 4. Definitions. Except as otherwise specifically provided in these Bylaws, all terms used in these Bylaws shall have the same definition as in the Declaraton, Association's Articles of Incorporation, the Colorado Revised Nonprofit Corporation Act and CCIOA. oz6 AUa 1 0 2007 Receipt of Notices by the Association. Notices, Unit Owners or Executive Boazd members writings consenting to action, and other documents or writings shall be deemed to have been received by the Association when they are actually received: (a) at the registered office of the Association in Colorado; (b) at the principal office of the Association (as that office is designated in the most recent document filed by the Association with the Secretary of State for Colorado designating a principal office) addressed to the attenfion of the Secretary of the Association; (c) by the Secretary of the Association wherever the Secretary may be found; or (d) by any other person authorized from time to time by the Executive Board or the president to receive such writings wherever such person is found. 6. EmerQencv Powers and Bylaws. An "emergency" exists for the purposes ofthis section if a quonun of the Executive Boazd members cannot readily be obtained because of some catastrophic event. In the event of an emergency, the Executive Board may: (a) modify lines of succession to accommodate the incapacity of any Executive Board member, officer, employee or agent; and (b) relocate the principal office, designate alternative principal offices or regional offices, or authorize officers to do so. During an emergency, nofice of a meeting of the Executive Boazd only needs to be given to those Executive Boazd members whom it is practicable to reach and may be given in any practicable manner including by publication or radio. One or more officers of the Association present at a meeting of the Executive Boazd may be deemed Executive Board members for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. Association action taken in good faith during an emergency binds the Association and may not be the basis for imposing liability on any Executive Board member, officer, employee or agent of the Association on the ground that the action was not authorized. The Executive Boazd may also adopt emergency bylaws, subject to amendments or repeal by the Unit Owners, which may include provisions necessary for managing the Association during the emergency including: procedures for calling a meeting of the Executive Board; quorum requirements for the meeting; and iii designation of additional or substitute Executive Board members. The 027 ~ _.,\ F~!~'6 1 0 2007 ,~. emergency bylaws shall remain in effect during the emergency and not be after the emergency ends ARTICLE XIII TRANSACTIONS REQUIRING UNIT OWNERS APPROVAL Notwithstanding anything in these Bylaws to the contrary, neither the Executive Board, nor any committee of the Executive Boazd, nor any officer, agent, or employee of the Association shall take any of the following actions without the prior approval of the Unit Owners: 1. Amendment or restatement of the Articles of Incorporation or Bylaws of the Association; 2. Election of the Executive Boazd members of the Association; 3. Merger, consolidation, reorganization, or dissolution of the Association; 4. Sale, lease, disposition, pledge, gift, or encumbrance of any interest in real or personal property belonging to the Association, except in accordance with the established policies for such matters approved from time to time in advance by the Unit Owners; 5. Aggregate borrowing of the Association for any period for any purpose in excess of a dollaz amount, if any, provided in the Declaration, or to be established by the Unit Owners from time to time. The term "borrowing" for these purposes to include any commitment for the payment of money pursuant to any contract; 6. The formulation of an initial, or any change in any subsequent, fom~al or informal statement of the purposes and objectives of the Association; 7. The approval or adoption of the annual and aiy special operating and capital budgets of the Associaton; 8. Any unbudgeted capital expenditure in excess of a dollaz amount to be determined by the Unit Owners from time to time, and 9. The appointment of an independent auditor for the Association. ozs ' AUG 1 0 2007 ..,. ,~ ARTICLE XIV MORTGAGES Notice to Association An Owner who mortgages a Unit shall notify the Association giving the name and address of such Owner's Mortgagee. The Association shall maintain such infom~ation in the Association's records. 2. Notice of Unpaid Common Assessments. The Associafion, whenever so requested in writing by a Mortgagee of a Unit, shall promptly report any then unpaid Assessments due from, or any other default by, the Owner of a mortgaged Unit. 3. Notice of Default. When giving notice to a Unit Owner of a default in paying Assessments or other default, the Board shall send a copy of each notice given to a Unit Owner to each First Mortgagee holding a first lien on Unit whose name and address has theretofore been famished to the Board. ARTICLE XV ABATEMENT AND ENJOYMENT OF VIOLATIONS BY UNIT OWNERS Abatement and Enjoyment. The violation of any Rule or Regulation adopted by the Execufive Board, or the breach of any By-Law, or the breach of any provision of the Declaration, shall give the Boazd or a professional Management Contractor the right, in addition to any other rights set forth therein, to enter the Unit in which, or as to which, such violation or breach exists and to summarily abate and remove, at the expense of the defaulting Unit Owner, any structure, thing or condition that may exist therein contrary to the intent and meaning of the provisions thereof, and the Boazd or professional Management Contractor shall not be deemed guilty in any manner of trespass and shall have the right to expel, remove and put out, using such force as may be necessary in so doing, without being liable to prosecution or in damages therefor, and the Boazd or professional Management Contractor shall have the right to enjoin, abate or remedy by appropriate legal proceedings, either at law or in equity the continuance of any such breach. DATED this _ day of , 200_. John R. Provine Ronald E. Soderling X29 AUG 1 0 2007 -::7 ~i Leonazd M. Oates X30 i- CCIOA CONDOMINIUM DECLARATION FOR 306 S. GARMISCH TOWNHOMES CONDOMINIUMS Name of the Common Interest 306 S. Garmisch Townhomes Community: Condominiums Name of the Association: 306 S. Garmisch Townhomes Condominium Association, Inc. Persona executing this Declaration: 306 S. Garmisch, LLC, a Colorado limited liability company f."' °~ ; ,~ , ~ _ .. Y .t R.:G -. AUG 1 0 2007 Y. ~... ~._al I i SidyG ~~t~~t iiY~r_ 306 S. GARMISCH TOWNHOMES CONDOMINIUMS TABLE OF CONTENTS ARTICLE I ...................................................................................................................1 General Purposes, Submission, Defined Terms ........................................................... 1 Section 1.1 General Purposes .......................................................................................1 Section 1.2 Submission of Real Estate .......................................................................... 1 Section 1.3 Defined Terms ............................................................................................ 1 ARTICLE II ..................................................................................................................1 Names, Recording Data, Certain Descriptions, and Development Rights .................. l Section 2.1 Name of Common Interest Community ................................................... l Section 2.2 Type of Common Interest Community .................................................... 2 Section 2.3 Name of Association .................................................................................. 2 Section 2.4 County in which Common Interest Community is Situated .................... 2 Section 2.6 Recording Data ......................................................................................... 2 Section 2.7 Special Declarant Rights ........................................................................... 2 ARTICLE III ................................................................................................................ 2 Units/Common Elements .............................................................................................. 2 Section 3.1 Number of Units .:...................................................................................... 2 Section 3.2 Identification of Units ............................................................................... 2 Section 3.3 Description of Units ................................................................................... 2 Section 3.4 Unit Boundaries ........................................................................................ 2 Section 3.5 Common Elements and Limited Common Elements ............................... 3 Section 3.6 No Partition of Units from Condominium ............................................... 3 Section 3.7 Separate Assessment ................................................................................. 3 Section 3.8 No Mechanic's Liens ................................................................................. 3 Section 3.9 Subdivision of Units and Relocation of Boundaries Between Units........ 4 Section 3.10 Parking Spaces ........................................................................................ 4 ARTICLE IV ................................................................................................................ 4 The Association, Declarant Control, Indemnification, Notice .................................... 4 Section 4.1 Purposes .................................................................................................... 4 Section 4.2 Specific Powers .......................................................................................... 4 Section 4.3 Membership Qualifications ...................................................................... 4 Section 4.4 Executive Board ........................................................................................ 5 Section 4.5 Declarant Control Section 4.6 Indemnification..., Section 4.7 Notice to Owners., 6 ARTICLE V .................................................................................................................. i Easements and Licenses ................................................................................................ 7 Section 5.1 Unit Owners' Easements ........................................................................... 7 Section 5.2 Easement or Encroachments .................................................................... 7 ARTICLE VI ................................................................................................................ 7 Allocated Interests ........................................................................................................ 7 Section 6.1 Allocated Interests ...................................................................................... 7 r-, Section 6.2 Determination of Allocated Interests ........................................................ 7 ARTICLE VII ............................................................................................................... 8 Covenant for Common Expense Assessments ............................................................. 8 Section 7.1 Obligation to Pay Common Expense Assessments ................................... 8 Section 7.2 Apportionment of Common Expenses ...................................................... 8 Section 7.3 Purpose of Assessments ............................................................................. 9 Section 7.4 Adoption of Budget ................................................................................... 9 Section 7.5 Annual AssessmenUCommencement of Common Expense ..................... 9 Section 7.6 Effect of Non-Payment of Assessments .................................................. 10 Section 7.7 Special Assessments ................................................................................ 10 Section 7.8 The Association's Lien ............................................................................ 10 Section 7.9 Statement of Unpaid Assessments .......................................................... 11 Section 7.10 Working Fund ....................................................................................... 11 ARTICLE VIII ........................................................................................................... 11 Use and Other Restrictions ......................................................................................... l l Section 8. 1 Use of Units ............................................................................................. I1 Section 8.2 Ownership of Units C and D ................................................................... 12 Section 8.3 Control of Units C and D ........................................................................ 12 Section 8.4 Use of Parking Spaces ............................................................................. 12 Section 8.5 Maintenance of Units .............................................................................. 12 Section 8.6 Restrictions on Animals and Pets ........................................................... 13 Section 8.7 Zoning, Nuisances, Hazards ................................................................... 13 Section 8.8 Compliance with Insurance Requirements ............................................ 13 Section 8.9 Leasing of Units ....................................................................................... 13 Section 8.10 Restrictions on Floor Loads .................................................................. 13 Section 8.11 Leasing of Units ..................................................................................... 13 Section 8.12 No Time Shares ..................................................................................... 14 Section 8.13 Rules and Regulations ........................................................................... 14 Section 8.14 No Time Shares ..................................................................................... 14 Section 8.15 Rules and Regulations ........................................................................... 14 ARTICLE IX .............................................................................................................. 14 Design Review ............................................................................................................. 14 Section 9.3 Variances ................................................................................................. 14 Section 9.4 Waivers .................................................................................................... 14 Section 9.3 Variances ................................................................................................. 15 Section 9.4 Waivers .................................................................................................... 15 Section 9.5 Liability ................................................................................................... 15 ARTICLE X ................................................................................................................ 15 Insurance ..................................................................................................................... 15 ARTICLE X ................................................................................................................ 15 Insurance ..................................................................................................................... 15 Section 10.1 Insurance ............................................................................................... 15 Section 10.2 Property Insurance ............................................................................... 16 Section 10.3 Liability Insurance ................................................................................ 17 Section 10.4 Fidelity Insurance ................................................................................. 17 Section 10.7 Other Insurance .................................................................................... 17 Section 10.8 Insurance ............................................................................................... 17 Section 10.7 Other Insurance .................................................................................... 17 Section 10.8 Insurance Premium ............................................................................... 17 Section 10.11 Annual Insurance ................................................................................ 17 Section 10.12 Adjustments by the Association .......................................................... 17 Section 10.13 Duty to Repair ..................................................................................... 18 ARTICLE Xl ............................................................................................................... 18 Section 10.13 Duty to Repair ..................................................................................... 18 ARTICLE Xl ............................................................................................................... 18 ARTICLE XII ............................................................................................................. 18 Enforcement ................................................................................................................ 18 ARTICLE XII ............................................................................................................. 18 Enforcement ................................................................................................................ 18 Amendments ............................................................................................................... 18 ARTICLE XIII ........................................................................................................... 19 Amendments ............................................................................................................... 19 Restoration and Termination ..................................................................................... 19 ARTICLE XIV ............................................................................................................19 Section 14.2 Termination ............................................................................................ 19 ARTICLE XV ............................................................................................................. 19 Condemnation ............................................................................................................. 19 ARTICLE XV ............................................................................................................. 19 Condemnation .............................................................................................................19 Section 15.3 Partial Taking ........................................................................................ 19 ARTICLE XVI ............................................................................................................ 20 Miscellaneous .............................................................................................................. 20 ARTICLE XVI ............................................................................................................ 20 Miscellaneous .............................................................................................................. 20 Section 16.1 Severability ............................................................................................ 20 Section 16.4 Captions ................................................................................................. 20 Section 16.5 Colorado Law ........................................................................................ 21 Section 16.4 Captions ................................................................................................. 21 Section 16.5 Colorado Law ........................................................................................ 21 Section 16.6 Disclaimer .............................................................................................. 21 Section 16.7 Limited Liability ................................................................................... 21 Section 16.8 Conflicts with Articles, Bylaws or Rules of Association ...................... 21 Section 16.9 Covenants Running with the Land ....................................................... 21 Section 16.10 Matters of Record ................................................................................ 21 ~~,. CONDOMINIUM DELCARATION FOR THE 306 S. GARMISCH TOWNHOMES CONDOMINIUMS This CONDOMINIUM DECLARATION is made this day of 2007 by 306 S. GARMISCH, LLC, a Colorado limited liability companies "Declarant"), whose address is 306 S. Garmisch, Aspen, CO 81611. ARTICLE I General Purposes, Submission, Defined Terms Section 1.1 General Purposes. Declarant is the owner of certain improved, fully developed, real estate known as the "306 S. GARMISCH TOWNHOMES CONDOMINIUMS" located in the City of Aspen, County of Pitkin, Colorado on the property more particularly described as 306 S. Garmisch Condominiums Subdivision according to the Plat thereof filed for record in Plat Book at Page of the records of Pitkin County, Colorado ("Real Estate"). Declarant desires to create a Common Interest Community under the name "306 S. GARMISCH TOWNHOMES CONDOMINIUMS," pursuant to which the Real Estate will be designated for separate ownership and use of a residential nature with the right for home occupations (as limited thereby). Section 1.2 Submission of Real Estate. Declarant hereby submits the Real Estate together with all easements, rights-of--way and appurtenances thereto and the buildings and improvements erected thereon (collectively, the "Real Estate") to the provisions of the Colorado Common Interest Ownership Act, Section §38.33.3-101 et~se ., of the Colorado Revised Statutes (the "Act") and to this Declaration. In the event the Act is repealed, the Act on the effective date of this Declaration shall remain applicable. Declazant hereby declares that all of the Real Estate shall be held, leased, mortgaged, sold and conveyed subject to the following terms, easements, reservations, restrictions, covenants, and conditions. Declarant further declazes that this Declaration is made for the purpose of protecting the value and desirability of the Real Estate; that this Declaration shall run with the Real Estate and shall be binding on all parties having any right, title or interest in the Real Estate or any part thereof, their heirs, devisees, legal representatives, successors and assigns and shall inure to the benefit of each and every Owner. Section 1.3 Defined Terms. Each capitalized term not otherwise defined in this Declaration or on the Condominium Map of the 306 S. Garmisch Townhomes Condominiums (the "Map" or the "Condominium Map") shall have the meanings specified or used in the Act. ARTICLE II Names, RecordinH Data, Certain Descriutions, and Development Riehts Section 2.1 Name of Common Interest Community. The name of the Common Interest Community is the "306 S. Garmisch Townhomes Condominiums.° ,,.,, ~~ Section 2.2 Type of Common Interest Community. The type of Common Interest Community is a Condominium. Section 2.3 Name of Association. The name of the Association is the "306 S. Garmisch Townhomes Condominium Association" a Colorado non-profit corporation (the "Association"). Section 2.4 Count in which Common Interest Community is Situated. The Common Interest Community consists of the Real Estate which is located entirely within the County of Pitkin, State of Colorado. Section 2.5 Recording Data. The recording data for all recorded easements and licenses appurtenant to or included in the Common Interest Community is set forth in Exhibit "A." In addition, the Common Interest Community may be subject to the easements or licenses granted or reserved pursuant to this Declaration. Section 2.6 Snecial Declarant Rights. The Declarant hereby reserves the Special Declarant Rights enumerated in Section §38-33.3-103 (29) of the Act. ARTICLE III Units/Common Elements Section 3.1 Number of Units. The number of Units in the Common Interest Community is four (4) consisting of two deed restricted (2) Free Market Units ("Free Market Unrts"), being Units A and B, and two (2) Affordable Housing Units ("Affordable Housing Units"), being Units C and D, (all four (4) being "Units '). The Condominium Map reflects the location of two (2) Free Market Units and the two (2) Affordable Housing Units. Units C and D shall imhally be owned by the Association. Section 3.2 Identification of Units. The identification number of each Unit is shown on the Condominium Map and Exhibit "B" to this Declaration attached hereto which exhibit is by this reference made a part hereof. Section 3.3 Description of Units. Every contract for sale, deed, lease, security interest and every other legal document or instrument shall legally describe a Unit as follows: Unit 306 S. Garmisch Townhomes Condominiums, a Common Interes ommunity according to the Condominium Map thereof recorded in Plat Book at Page and the Condominium Declaration for 306 S. Garmisch Townhomes~ndominiums recorded at Reception No. all of the real estate records of Pitkin County, Colorado. Section 3.4 Unit Boundazies. The boundaries of each Unit are shown on the Condominium Map. Unless otherwise shown on the condominium Map; as required by the Act or as set forth below, Unit boundaries consist of unfinished walls, floors and ceilings. (a) All lath, furring, wallboazd, plasterboard, plaster, paneling, tiles, wallpaper, paint, and finished flooring and any other materials constituting any part of the finished surfaces thereof aze a part of each Umt; (b) Any shutters, awnings, window boxes, doorsteps, stoops, porches, balconies, and patios and all exterior doors and windows or other fixtures designed to ,.~ serve a single Unit, but located outside the Unit's boundaries, are Limited Common Elements allocated exclusively to that Unit; and (c) All built-in air handling, ventilation and heating systems including chutes, flutes, ducts, wire, conduit and all other mechanical systems of the 306 S. Garmisch Townhomes Condominiums wherever situated that serve only one Unit are Limited Common Elements allocated solely to that Unit and any portions thereof that serve more than one Unit or the Common Elements are Common Elements. (d) Any spaces or improvements outside the boundaries of any Unit that do not serve any particular Unit shall be Common Elements. (e) Any structural elements, bearing walls or columns wherever situated to the unfinished surfaces thereof shall be Common Elements. Section 3.5 Common Elements and Limited Common Elements. Portions of the Real Estate shown on the Condominium Map are either Common Elements or Limited Common Elements. The Association shall be responsible for the maintenance, repair and replacement of all Common Elements. Unless provided otherwise in this Declaration, the Association shall also be responsible for the maintenance, repair and replacement of all Limited Common Elements. Section 3.6 No Partition of Units from Condominium. No Owner may assert any right of partition with respect to such Owner's Unit. By becoming an Owner, each Owner waives any and all rights of partition such Owner may hold with respect to such Owner's Unit desiring to separate it from the Condominium. This Section 3.6 shall not, however, limit or restrict the right of the Owners of a Unit to bring a partition action pursuant to Section 3 of 8-28-101 et seg•, ofthe Colorado Revised Statutes requesting the sale of the Unit and the division of the proceeds among each Owners; provided that no physical division of the Unit shall be permitted as a part of such action and no such action shall affect any other Unit. Section 3.7 Separate Assessment. Declarant shall give written notice to the Assessor of Pitkin County, Colorado requesting that the Units be separately assessed and taxed and that the total value of the Common Elements be assessed and taxed proportionately in accordance with the Allocated Interest of such Unit in the Common Elements. After this Declaration has been recorded in the real estate records of Pitkin County, Colorado, Declarant shall deliver a copy of this Declaration as recorded to the Assessor of Pitkin County, Colorado. Section 3.8 No Mechanic's Liens (a) If any Owner shall cause or permit any material to be furnished to such Owner's Unit or any labor or services to be performed therein, no Owner of any other Unit shall be liable for the payment of any expense incurred or for the value of any work done or material famished. All such work shall be at the expense of the Owner causing it to be done, and such Owner shall be solely responsible to contractors, laborers, materialmen and other persons furnishing labor, services or materials to such Owner's Unit. Nothing herein contained shall authorize any Owner or any person dealing through, with or under any Owner to charge the Common Elements or any Unit other than that of such Owner with any mechanic's or materialmen's lien or other lien or encumbrance whatsoever. Notice is hereby given that the right and power to charge any lien or encumbrance of any kind against the Common Elements or against any Owner or any Owner's Unit for work done or materials famished to any other Owner's Unit is hereby expressly denied. (b) If, because of any act or omission of any Owner, any mechanic's or materialman's lien or other lien or order for the payment of money shall be filed against any of the Common Elements or against any other Owner's Unit or against any other Owner or the Association (whether or not such lien or order is valid or enforceable as such), the Owner whose or which act or omission forms the basis for such lien or order shall, at such Owner's own cost and expense, cause such lien or order to be canceled or bonded over in an amount and by a surety company reasonably acceptable to the party or parties affected by such lien or order within twenty (20) days after the filing thereof, and further such Owner shall indemnify and save harmless all such parties affected from and against any and all costs, expenses, claims, losses or damages, including reasonable attorney fees resulting therefrom. Section 3.9 Subdivision of Units and Relocation of Boundaries Between Units. There is hereby reserved to Owners of Units the right in accordance with the Act, but subject to the land use regulations of the City of Aspen Colorado, to subdivide a Unit into two or more Units or to relocate the boundanes between adjoining Units. Section 3.10 Parkin~Spaces. The two (2) off-street outside Parking Spaces shown on the Map shall be limited common elements appurtenant to the Units, and the use thereof restricted to one (1) for each of Units C and D. ARTICLE IV The Association, Declarant Control, Indemnification. Notice Section 4.1 Purposes. The Association, through its Executive Boazd, shall perform the functions and manage and administer the Common Interest Community as provided in this Declaration so as to further the interests of the members of the Association. The Association shall be governed by its Articles of Incorporation and Bylaws, as amended from time to time. The Executive Board may, by written resolution, delegate authority to a manager or managing agent for the Association, provided no such delegation shall relieve the Executive Board of final responsibility. Section 4.2 Specific Powers. The Association shall have all the powers, authority and duties as necessary and proper to manage the business and affairs of the Common Interest Community. The Association shall have all of the powers, authority and duties permitted or set forth in the Act. The Association shall have the power to assign its right to future income, including the right to receive Common Expense assessments, but only upon the affirmative vote of the Unit Owners of Units to which at least sixty-six and two- thirds percent (66 2/3%) of the votes in the Association are allocated at a meeting called for such purpose. Section 4.3 Membership Qualifications. Each individual, corporation, partnership, limited liability company, joint venture, trust or other legal entity capable of holding title to real property in Colorado shall automatically become a member of the Association upon becoming an Owner of a Unit. Membershipp shall be continuous throughout the period that such ownership continues and shall be appurtenant to and inseparable from ownership of a Unit. Ownership of a Unit shall be the sole qualification for such membership. Membership shall terminate automatically without any Association action whenever any Owner ceases to own any Unit. No Owner may pledge or otherwise hypothecate its membership in the Association and no such pledge or hypothecation shall be effective or binding on the Association. Where more than one person or legal entity holds an interest in any Unit, all such persons or legal entities shall be members and the voting of such membership shall be in accordance with the Act. ,-,~ Section 4.4 Executive Boazd. The affairs of the Association shall be governed by an Executive Boazd consisting oftwo (2) members only; one ofwhom shall be elected by the Unit Owners of Unit A and the other member shall be elected by the Unit Owners of Unit B. Association, as the Unit Owner of Units C and D shall not be entitled to elect any members of the Executive Board or to serve on the Executive Board. All controversies, claims or disputes between the Executive Board Members which cannot be resolved through negotiations between the Executive Board Members, shall be submitted to an Advisor or an Advisory Panel, as appropriate, in accordance with the procedure set forth in subparagraph (a) below. If the Executive Board Members or any of them do not wish to abide by the recommendation of the Advisor or Advisory Panel, the matter or matters in dispute shall be submitted to binding arbitration m accordance with subparagraph (b) below. (a) Advisory Panel. The process shall be commenced by an Executive Board Member givin to the other Executive Board Member written notice that a matter or matters in dispute ~as briefly described in the notice) are to be submitted to an Advisor or Advisory Panel. If the Executive Board Members unanimously agree on the identity of an Advisor, who is willing to act as such, within 10 days of the giving of such written notice, then the issue(s) shall be submitted to the Advisor. If the Executive Board Members do not unanimously agree on the identity of an Advisor, then the Advisory Panel shall consist of three persons. Each Board Member shall appoint one member of the Advisory Panel, and the two members so appointed shall appoint the third member. Each Advisor or member of an Advisory Panel must be a person with expertise and experience regarding the matter(s) in dispute. No Advisor or member of an Advisory Panel shall be an employee, agent or affiliate of any Executive Board Member. Each Advisor or member of an Advisory Panel shall, prior to hearing any discussion regarding the disputed issue(s), agree in a form satisfactory to the Executive Board Members to keep all information learned as a result of rendering advice to the Executive Board Members absolutely confidential. The issue(s) in dispute shall be informally presented to the Advisor or the Advisory Panel, as the case may be, no later than 10 business days following appointment of the Advisory Panel. Within five business days after the conclusion of such presentation, the Advisor or Advisory Panel hearing the issue(s) shall render a recommendation to the Executive Board Members. In the event of a disagreement amongst the members of an Advisory Panel as to the proper recommendation, the vote of two out of three or other malortty of members of such Panel shall prevail. The recommendation of the Advisor or Advisory Panel shall not be binding upon the Executive Board Members. An Advisor or member of an Advisory Panel may be paid such amounts and provided such technical or other professional assistance as the Executive Board Members deem appropriate. The Executive Boazd Members each shall pay their respective pro rata share of all such costs. (b) Arbitration. If the Executive Board Members or any of them do not wish to abide by the recommendation of the Advisor or Advisory Panel, the matter or matters in dispute shall be submitted to binding arbitration before a panel of three arbitrators in Aspen, Colorado, according to the rules and practices of the American Arbitration Association from time to time in force, except that the Executive Board Members shall be entitled to the full scope of and procedures for discovery, as defined by the Colorado Rules of Civil Procedure. The arbitrators shall have the full powers and functions of a federal district court judge with respect to such discovery to the extent permitted by law. In addition, the Executive Board Members may apply to any court or courts of competent jurisdiction in the aid of and in enforcement of such nghts of discovery. This submission and agreement to arbitrate shall be specifically enforceable. Arbitration may proceed in the absence of any Executive Board Member if notice of the proceedings has been given to such Executive Board Member. The Executive Board Members agree to abide by all awazds rendered in such proceedings. Such awards shall be final and binding on all Executive Board Members to the extent and in the manner provided by the Colorado Rules of Civil Procedure. All awards may be filed with the clerk of any state or federal court having jurisdiction over the Executive Board Members or their property as a basis of declaratory or other judgment and of the issuance of execution. No Executive Boazd Member shall be considered in default hereunder during the pendency of arbitration proceedings relating such default. The costs incurred by the Executive Board Members in connection with any arbitration proceedings shall be borne by the Members as determined by the arbitrators. Section 4.5 Declazant's Control. The Declarant shall have the reserved power, pursuant to the Act, to appoint and remove officers and members ofthe Executive Board. This power of Declarant (the "period of Declazant's Control") terminates upon the sale and conveyance of the last of Units A and B. At such time as the first of Units A and B shall be sold and conveyed the Owner of that Unit shall be entitled to appoint one (1) member of the Executive Boar-at. At the time the last of Units A and B shall be sold and conveyed, that Unit Owner shall appoint the other member of the Executive Board. The Declarant may voluntarily surrender the right to appoint and remove officers and members of the Executive Boazd before termination of the period of Declazant's Control, but, in that event, the Declarant may require, for the duration of the period of Declarant's Control, that specified actions of the Association or Executive Board, as described in a recorded instrument executed by the Declarant, be approved by the Declarant before they become effective. Section 4.6 Indemnification. To the fullest extent permitted by law, each officer and Executive Board member of the Association shall be and is hereby indemnified by the Unit Owners and the Association against all expenses and liabilities including attorney's fees, reasonably incurred by or imposed upon them in any proceeding to which they may be a party, or in which they may become involved, by reason of being or having been an officer or Executive Board member of the Association, or any settlements thereof, whether or not they are an officer or Executive Board member of the Association at the time such expenses aze incurred; except in such cases wherein such officer or Executive Board member is adJ'udged guilty of willful misfeasance or malfeasance in the performance of his or her duties; provided that in the event of a settlement the indemnification shall apply only when the Executive Board approves such settlement and reimbursement as being in the best interests of the Association. Section 4.7 Notice to Owners. Notice to an Owner of matters affecting the 306 S. Garmisch Townhomes Condominiums by the Executive Board or another Unit Owner shall be sufficiently given if such notice is in writing and is delivered personally, by courier or private service delivery or on the third business day after deposit in the mails for registered or certified mail, return receipt requested, at the address of record for real property tax assessment notices with respect to that Owner's Unit. ARTICLE V Easements and Licenses Section 5.1 Unit Owners' Easements. Every Unit Owner shall have a right of enjoyment and easement for access to such Unit Owner's Unit through or over the Common Elements and such easement shall be appurtenant to and shall pass with the title to every Unit, subject to the following provisions: (a) The right of the Association to promulgate and publish reasonable rules and regulations which each Unit Owner and their guests shall strictly comply with. ..ate (b) The right of the Association to suspend the voting rights and rights to use the Common Elements by any Unit Owner for any period dunng which any assessment against such Owner's Unit remains unpaid; and, for a period not to exceed sixty (60) days for any Infraction of its rules and regulations. (c) The right of the Association to grant easements, leases, licenses and concessions through or over the Common Elements. (d) The right of the Association to convey or subject a Common Element to a security interest in accordance with and to the extent permitted by the Act. (e) The right of the Association to close or limit the use of the Common Elements while maintaining, repairing or replacing such Common Elements. (f) Any Unit Owner may delegate such Owner's right of enjoyment to the Common Elements and facilities to the members of their family, their tenants or guests who reside or rent at such Owner's Unit. Section 5.2 Easement or Encroachments. To the extent that any Unit or Common Element encroaches on any other Unit or Common Element, a valid easement for the encroachment exists. ARTICLE VI Allocated Interests Section 6.1 Allocated Interests. The Common Expense liability, percentage ownership interest of each Unit Owner in the Common Elements and votes in the Association allocated to each Unit are set forth in Exhibit B, "Table of Interests." Section 6.2 Determination of Allocated Interests. The interests allocated to each Unit have been calculated as follows: (a) By allocating the interests based on the relative square footage of the Units. Unless a different arrangement is worked out with the City, and only to the extent required to comply with applicable Colorado law, aone-tenth of one percent interest in each of the Umts C and D will be conveyed to the Aspen Pitkin County Housing Authority, ("APCHA"). Said one-tenth of one percent interest is hereinafter referred to as the "APCHA Interest". The conveyance of the APCHA Interest shall be expressly subject to the understanding and agreement that (a) ownership of the APCHA Interest only dives APCHA the right to enforce the deed restrictions on Units C and D, and does not give APCHA any authority or rights that are not specifically set forth in the deed restriction, (bl in all other respects, APCHA shall be deemed to have no ownership rights or responsibitlities in connection with Units C and D, and the Association, as the Owner of the remaining interest in Units C and D shall have full right and authority to lease, encumber, or otherwise deal with the Units C and D as if such owner held a 100 percent interest therein, (c) APCHA shall have no liability to third persons arising solely out of its ownership of the APCHA Interest, and the party conveying the APCHA Interest shall indemnify APCHA from and against any losses or liabilities arising solely out of its ownership of the APCHA Interest, (d) the APCHA Interest will be conveyed to the then- current owners of Units C and D if and when the Colorado legislature or a court of competent jurisdiction legalizes the imposition of rent restrictions on affordable housing dwelling units, and (e) the APCHA Interest will be conveyed to the buyers of Units C and D upon the sale thereof by the Declarant subject, however, to the deed restriction in place for the benefit of APCHA. (b) The percentage of ownership interest of each Unit Owner in the Common Elements is based upon the relative square footage of each unit as set forth in Exhibit "B". The percentage of ownership of each Unit is that unit's allocated interest ("Allocated Interest" or "Allocated Interests" as to all of the Units). (c) The number of votes in the Association is such that each Unit has that percentage of the total votes equal to its Allocated Interest. ARTICLE VII Covenant for Common Expense Assessments Section 7.1 Obligation to Pay Common Expense Assessments. Declarant, for each Unit, shall be deemed to covenant and agree, and each Unit Owner, by acceptance of a deed therefore, whether or not it shall be so expressed in any such deed or other conveyance, shall be deemed to covenant and agree to pay to the Association Common Expense assessments imposed by the Association against said Unit. Such assessments, including fees, charges, late charges, attorney's fees, fines and interest charged by the Association shall also be the personal obligation of the Unit Owner of such Unit at the time when the assessment or other charges become due. Where there are multiple Owners of a Unit, the obligation to pay assessments shall be joint and several. The personal obligation to pay any past due sums due the Association shall not pass to a successor in title unless expressly assumed by them. No Unit Owner may become exempt from liability for payment of the Common Expense assessments by waiver of the use or enjoyment of the Common Elements or by abandonment of the Unit against which the Common Expense assessments are made. All assessments shall be payable in the amounts sppecified in the levy thereof, and no offsets or reduction thereof shall be permitted by any reason including, without limitation, any claim that the Association or the Executive Board is not properly exercising its duties and powers under this Declaration. Section 7.2 Apportionment of Common Expenses. Except as provided in this Section 7.2 or elsewhere in this Declaration, Common Expense assessments shall be assessed against the Units in accordance with their respective Allocated Interests which is based on the relative square footage of each of the units. (a) Any Common Expense associated with the maintenance, repair, or replacement of a Limited Common Element shall be assessed against the Units to which that Limited Common Element is assigned, equally, or in any other proportion that the Executive Board deems equitable; (b) Any Common Expense or portion thereof benefiting fewer than all of the Units shall be assessed exclusively against the Units benefited; (c) Any Common Expense for services provided by the Association to an individual Unit at the request of the Unit Owner may be assessed against that Unit only; (d) The cost of insurance shall be assigned in proportion to risk. Any insurance premium increase attributable to a particular Unit by virtue of activities in or construction of the Unit shall be assessed against that Unit; (e) An assessment to pay a judgment against the Association may be ~` made only against the Units in the Common Interest Community at the time the judgment was entered, in proportion to their Common Expense liabilities; (f) If a Common Expense is caused by the misconduct of a Unit Owner, the Association may assess that expense exclusively against that Unit Owner and their Unit; (g) Fees, charges, taxes, impositions, late charges, fines, collection costs and interest charged against a Unit Owner pursuant to Section 7.5 below or elsewhere in the Declaration shall be collectable as Common Expense assessments; Section 7.3 Pumose of Assessments. The assessments levied by the Association through its Executive Board shall be used exclusive)y for the purposes of promoting the health, safety, and welfare of the members of the Association. Such purposes shall include, but shall not be limited to the following: (a) the improvement, maintenance, repair, upkeep and reconstruction of the Common Elements; or (b) for the painting, landscape care and snow removal and any other maintenance obligations which maY be deemed desirable for the common benefit of the Unit Owners; or (c) for the maintenance of property values; or (d) for payment of expenses which may be incurred by virtue of agreement with or requirement of any governmental authority; or (e) to hire a manager to perform all of the tasks of the Association which are legally delegable to a manager. The assessments may also be used to provide insurance of various types and in such amounts deemed appropnate by the Executive Board. Also, a portion of the assessments may be used to provide a reserve fund for the replacement, repair, and maintenance of Common Elements which must be replaced or refurbished on a penodic basis. Section 7.4 Adoption of Budget. Within thirty (30) days after adoption of any proposed budget for the Common Interest Community, the Executive Board shall mall, y ordinary first-class mail or otherwise deliver, a summary of the budget to all the Unit Owners and shall set a date for a meeting of the Unit Owners to consider ratification of the budget not less than fourteen (14) nor more than sixtyy (60) days after mailing or other delivery of the summary. Unless at that meetingg, the affirmative vote of the Umt Owners to which sixty-six and two-thirds percent (66 2/3%) or more of the votes in the Association are allocated reject the budget, the budget is ratified, whether or not a quorum is present. In the event that the proposed budget is rejected, the last periodic budget as ratified by the Unit Owners will be continued until such time as the Unit Owners ratify a subsequent budget proposed by the Executive Board. Section 7.5 Annual Assessment/Commencement of Common Expense. Common Expense assessments may be made on an annual basis against all Units and shall be based upon the Association's budget of the cash requirements needed by it to provide for the administration and performance of its duties during such assessment year. Common Expense assessments shall be due and payable m monthly, quarterly, or annual installments, or in any other manner, as determined by the Executwe Board. Common Expense assessments may begin on the first day of the month in which conveyance of the first Unit to a Unit Owner other than the Declarant occurs. The omission or failure of the Executive Board to levy assessments for any period shall not be deemed a waiver, modification or a release of the Unit Owners from their obligation to pay assessments for such period. Section 7.6 Effect of Non-Payment of Assessments. Any assessments, changes or fees provided for in this Declaration, or any monthly or other installments thereof, which is not fully paid within ten (10) days after the due date thereof, as established by the Executive Board, shall bear interest at the rate of eighteen percent (18%) per annum from the due date, and the Association may assess a reasonable late charge thereon as determined by the Executive Board. Failure to make payment within sixty (60) days of the due date thereof shall cause the total amount of such Unit Owner's Common Expense Assessment for the remainder of that fiscal yeaz to become immediately due and payable at the option of the Executive Boazd. Further, the Association may bring an action at law or in equity, or both, against any Unit Owner personally obligated to pay such overdue assessments, charges or fees, or monthly or other installments thereof, and may also proceed to foreclose its lien against such Unit Owner's Unit. An action at law or in equity by the Association against a Unit Owner to recover a money judgment for unpaid assessments, chazges or fees, or monthly or other installments thereof, may be commenced and pursued to the Association without foreclosing, or in any way waiving, the Association's lien therefor. Foreclosure or attempted foreclosure by the Association of its lien shall not be deemed to stop or otherwise preclude the Association from thereafter again foreclosing or attempting to foreclose its lien for any subsequent assessments, charges or fees, or monthly or other installments thereof, which aze not fully paid when due. Section 7.7 Special Assessments. In addition to the annual or regular Common Expense assessments, the Association may establish at any time a special assessment for the purpose of paying or creating a reserve for, in whole or in part, the cost of any expense which the Association is entitled to incur pursuant to the provisions of the Declaration, the Articles or the Bylaws and which is not scheduled to be paid in a budget adopted by the Association. No special assessment may be levied by the Associatton unless such special assessment has been approved by the Executive Boazd and by the majority vote of the Owners present in person or proxy at a meeting called for such purpose at which a quorum was present. Section 7.8 The Association's Lien. The Association shall have from the date of recording of this instrument a lien against each Unit to secure payment to the Association of all assessments with respect to such Unit, interest thereon and all costs and expenses of collecting such assessments and charges including reasonable attorney's fees. The Association's lien shall be prior and superior to all other liens and encumbrances on a Unit except: (a) liens and encumbrances recorded Prior to the recordation of this instrument; (b) the security interest of a first lien or with respect to such Unit except to the extent specified in the Act; (c) liens for real estate taxes and other governrnental charges against such Unit; and (d) mechanic's and materialman's liens which by law may be prior to the Association's lien. The Association's lien shall attach from the date of recording of this instrument and shall be considered perfected without the necessity of recording a notice of lien. Nevertheless, the Association may record in the real estate records of Pitkin County, Colorado, a notice of lien which shall be executed by an officer or Executive Board Member of the Association and which shall contain substantially the following information: (i) the legal description of the Unit against which the lien is claimed; (ii) the name of the defaulting Owner of such Umt as indicated by the Association's records; (iii) the total unpard amount together with interest thereon and costs of collection as of the date of such notice; (iv) a statement that the notice of lien is made by the Association pursuant to the Declaration; and (v) a statement that a lien is claimed and will be foreclosed against such Unit in an amount equal to the amount stated as then due and any additional amounts thereafter becoming due. No failure or omission of the Association to file any notice of lien shall affect the validity, priority or enforceability of such lien. The Association's lien may be foreclosed upon m the manner provided by Colorado for the foreclosure of mortgages encumbering real property. In any such foreclosure, the Owner of the Unit subject to such foreclosure shall be required to pay the costs and expenses of such proceedings, including reasonable attorney's fees. The Association shall be entitled to purchase the Unit at any foreclosure sale, and to hold, lease, mortgage or convey the same. In any such foreclosure action, the Court may ~~ appoint a receiver to collect all sums alleged to be due from the Owner prior to or during the pendency of such foreclosure or action. The Court may order the receiver so appointed to pay any sums held by such receiver to the Association during the pendency of such foreclosure to the extent of the unpaid assessments and charges. Section 7.9 Statement of Unpaid Assessments. The Association shall furnish to an Owner of a Unit or such Unit Owner's designee or to a holder of a security interest or its designee, upon written request, delivered personally or by certified mall, first-class postage prepaid, return receipt requested to the Assoc~at~on's registered agent, a written statement setting forth the amount of the unpaid assessments, if any, with respect to such Unit. Such statement shall be furnished within fourteen (14) calendar days after receipt of the request and is binding upon the Association, the Executive Board and every Umt Owner. If no statement is furnished to the requesting party delivered personally or by certified mail, first-class postage prepaid, return receipt requested, to the Inquiring party, then the Association shall have no right to assert a lien upon the Umt for unpaid assessments which were due as of the date of the request. Section 7.10 Working Fund. The Association or Declarant may require each initial Unit Owner (other than Declarant) to make anon-refundable payment to the Association in an amount equal to twenty-five percent (25%) of the annual Common Expense assessment against that Unit in effect at the initial closing thereof, which sum shall be held, without interest, by the Association as a working fund. Said working fund shall be collected and transferred to the Association at the time of closing of the mitial sale by Declarant of each Unit, as aforesaid, and shall be maintained for the use and benefit of the Association. Such payment shall not relieve a Unit Owner from making regular payments of assessments as the same become due. Upon the transfer of an Owner's Unit, such Owner shall be entitled to a credit from transferee of the Unit for any unused portion of the aforesaid working fund. This account may be updated annually as of December 31st, and notice shall be given to all Unit Owners whose mdividual account does not equal twenty-five percent (25%) of the current annual assessment. Payment of any shortage shall be due with the next regular assessment payment, following written notice. ARTICLE VIII Use and Other Restrictions Section 8.1 Use of Units C and D. No Unit shall be occupied For living or sleeping purposes by more persons than the Unit was designed to safely accommodate. Units shall be used and occupied primarily for a residence and secondarily for a home office if the home office complies with the following criteria: (i) no goods or merchandise may be produced, stored, displayed or sold as a part of the business conducted at the home office; (ii) only one other person not a resident in the Unit may be employed or associated with the business conducted at the home office; (iii) no separate entrance to the home office shall be permitted; (iv) no signs identifying the home office shall be permitted; and (v) such use complies with the land use regulation of the City of Aspen Colorado. Section 8.2 Ownership of Units C and D. Units C and D shall be owned, sold, conveyed, leased and occupied under the rules, regulations, requirements and guidelines of APCHA and .the provisions of the Subdivision Agreement for 306 S. Garmisch T~°~TO,.~~Condominiums Subdivision recorded as Reception No. 34~S25I6082 of the Records of Pitkin County, Colorado ("SIA"). Pursuant to the SIA, Units C and D shall be owned initially by the Association. ~. Section 8.3 Control of Units C and D. Subject always to compliance with the SIA and the rules and regulations of APCHA the Owner of Unit A shall have control over Unit D and the Owner of Unit B shall have control over Unit C. The term "control" herein shall mean the right to make all decisions relating to the Affordable Housing Unit, Housing Unit over which *" °"~ '° °°'°~' '"° '°~°~' ._<~ ~"° n rr .,a„"i° u~,..:~.. r r~:, rcontrol is exercised; and conversely, the free market Unit Owner having such control shall be responsible for all costs and expenses associated with the Affordable Housing Unit which such Owner controls~i~-_In the event the Association or any Unit Owner receives verbal or written notice from the APCHA ("Default Notice") of any default relating to either Affordable Housing Unit in the Project under APCHA's housing guidelines, such Default Notice shall be forwazded within 48 hours to the non-defaulting free market Unit Owner ("Non-Defaulting Unit Owner"). Note that a default by an Affordable Housing Unit shall be imputed to the controlling Free Market Unit and its Owner, and the default must be cured within 30 days by and at the expense of the defaulting Unit Owner ("Defaulting Unit Owner")~)_ In the event the default is not cured within such 30-day period, then the Non-Defaulting Unit Owner shall have the right t an~v time until such default shall have been cured by the Defaultine Unit Owner to cure such defau t a~imbursed by the Defaulting Unit Owner for any and all expenses related to such cure, ' ` r "° ° °_< <..".e a~` ~~'' ' ^''°' '"° r'°*""'-' "'°'''-=° Section 8.4 Use of Parking Spaces. The Association shall from time to time adopt reasonable rules governing the use of the off-street parking spaces. There are two (2) off-street parking spaces allocated to the Units C and D. All parking for Units A and B is to be within the two car garage forming a part of each Unit A and B. Section 8.5 Maintenance of Units. Each Unit at all times shall be kept in a clean, sightly and wholesome condition. No trash, litter, junk, machinery, lumber or other building materials shall be permitted to remain exposed in any Unit so that the same are visible from any neighboring Unit or any street. Declarant, its agents and assigns and the Association and its agents, shall have the authority to enter and clean up Units which do not conform to the provisions of this Section, and to charge and collect from the Unit Owners thereof all reasonable costs related thereto. Section 8.6 Restrictions on Animals and Pets. No more than two (2) pets (either doffs or cats or any combination thereof) shall be allowed in each of the Free Market Untts; provided, however, dogs shall not be allowed to bark so as to constitute a nuisance to other Owners; may not be tied up, kept or allowed unattended on decks or any other Common Elements and shall be subject to such further rules as the Association may from time to time promulgate. No other animals shall be raised, bred, kept or regulazly brought to the Common Interest Community (including, without limitations, any birds, fish or other household pets) except for those animals (if any) permitted under the provisions of the rules of the Associatton and except for animals which aze trained to and aze in fact assisting persons with disabilities. Notwithstanding the preceding pets shall ,..„ not be allowed in Units C and D. In addition, renters of the Units shall be prohibited from having any pets. Section 8.7 Zoning, Nuisances, Hazards. No Unit within the Common Interest Community shall be used for any purpose other than as allowed by the local zoning codes. No nuisance shall be permitted within the Common Interest Community, nor any use, activity or practice which is a source of unreasonable annoyance or embarrassment to, or which unreasonably offends or disturbs, any Unit Owner or which may unreasonably interfere with the peaceful enjoyment or possession of the proper use of a Unit or Common Element, or any portion of the Common Interest Community by Unit Owners. Further, no unsafe, hazardous, offensive, or unlawful use shall be permitted within the Common Interest Community or any portion thereof. All valid laws, ordinances and regulations of all governmental bodies having jurisdiction over the Common Interest Community or a portion thereof shall be observed. Section 8.8 Com liance with Insurance Re uirements. Except as may be approved in writing by t e Executive Board, nothing shall be done or kept on the Common Interest Community which may result in a material increase in the rates of insurance or would result in the cancellation of any insurance maintained by the Association. Section 8.9 Restriction on Signs and Advertising Devices. No signs (which term shall include posters, billboards and advertising devices) of any kind shall be erected or maintained anywhere within the Common Interest Community except such sign or signs as may be approved in writing by the Executive Board. Section 8.10 Restrictions on Floor Loads. No Owner of a Unit may place a load on any floor which exceeds the floor load for which the floor was designed to support. No Owners of a Unit shall install, operate or maintain any item of heavy equipment or make any other installation, except in a manner designed to achieve a proper d~smbution of weight. Section 8.11 Leasing of Units. Any Unit Owner shall have the right to lease such Owner's Unit (subject to the limitations imposed by the APCHA in the case of Units C and D) upon such terms and conditions as such Unit Owner may deem advisable, subject to the following: (a) Every lease or rental agreement shall be in writing and shall provide that the lease or rental agreement is subject to the terms of this Declaration, the Bylaws of the Association and the Articles of Incorporation and the rules and regulations of the Association and shall state that the failure of the tenant or renter or guest to comply with the terms of the Declaration or Bylaws of the Association, Articles of Incorporation or the rules and regulations of the Association shall constitute a default of such lease or rental agreement and. such default may be remedied by the Association which remedy may include eviction. Notwithstandin the foregoing requirements, short term rentals (i.e., not to exceed fourteen (14) days need not be m writing but shall nevertheless remain subject to the terms of the Declaration, the Bylaws of the Association and the Articles of Incorporation and rules and regulations of the Association. Section 8.12 No Rights of First Refusal. The rights of a Unit Owner to lease, sell, transfer or otherwise convey its Unit shall not be subject to any right of first refusal or similar restriction and such Unit may be sold free of any such restrictions. Section 8.13 No Restrictions on Mortgaging of a Unit. There are no restrictions on the right of the Unit Owners to mortgage or otherwise encumber their Units. There is no requirement for the use of a specific lending institution or particular type of lender. Section 8.14 No Time Shares. No Unit shall be submitted to or conveyed pursuant to a timesharing or interval ownership arrangement. Section 8.15 Rules and Regulations. Consistent with and in furtherance of the intent, purposes and provisions of this Declaration governing the Common Interest Community rules and regulations may be adopted, amended, or repealed from time to time by the Executive Board. All rules adopted by the Association shall be reasonable and uniformly applied; and, in the case of Units C and D in accordance with APCHA requirements. The Executive Board may also establish and enforce penalties and fines for the infraction thereof which fines shall be collectable as assessments in the manner provided in Article VII above. ARTICLE IX Desien Review Section 9.1 Required Approvals. No structural improvements to the interior of a Unit or any structure or any attachment to the exterior of the buildings or to other existing structure, shall be constructed, erected, placed or installed within the Common Interest Community, including but not limited to, a change in painting and/or staining of exterior siding, unless complete plans and specifications thereto (said plans and specifications to show design, materials, color, location, as well as such other information as may be required) shall have been first submitted to and approved in writing by the Executive Board. The approval or consent of the Executive Board on matters properly coming before it shall not be unreasonably withheld or delayed, and actions taken shall not be arbitrary or caQricious and decisions shall be conclusive and binding on all interested parties. Upon its review of any plans, specifications or submittals, the Executive Board may require that the applicant(s) reimburse the Association for actual expense incurred by it in its review and approval process. The Executive Board shall not refuse to permit any Unit Owner to make reasonable modifications to such Owner's Unit or to any Limited Common Element which the Unit Owner has the right to use, if such modifications are necessary under the Americans with Disabilities Act. Section 9.2 Periods of Restricted Construction. No major remodeling, renovations or other substantial construction work may commence, occur or be carried out in the Units during the period beginning December 1 and ending April 1 or between July 1 and Labor Day of each year unless the written consent of the Owners of the other Units (i.e., the Units that are not the subject of such remodeling, construction or renovations) is first obtained. Nothing herein shall prevent any emergency or other repairs or routine maintenance or cleaning being made or performed at any time. Section 9.3 Variances. The Executive Board may grant reasonable variances or adjustments from any conditions and restrictions imposed by this Declaration in order to overcome practical difficulties and unnecessary hardships arising by reason of the application of the conditions and restrictions contained in this Declaration. Such variances or adjustments shall be granted only when the granting thereof shall not be materially detrimental or injurious to the other Units or Common Elements nor deviate substantially from the general intent and purpose of this Declaration. Section 9.4 Waivers. The approval or consent of the Executive Board to any application for design approval shall not be deemed to constitute a waiver of any right to deny approval or consent as to any application on other matters subsequently or .~.. ,, additionally submitted for approval or consent Section 9.5 Liability. Neither the Association nor the Executive Board nor any members thereof, nor any representative of any committee designated to act on its behalf, shall be liable for damages to any person submitting requests for approval for any failure to approve or disapprove any matter within its jurisdiction under this Declaration. Section 9.6 Records. The Executive Board shall maintain written records of all applications submitted to it and of all actions taken by it with respect thereto, such records shall be open and available for Inspection by any interested party during normal business hours. Section 9.7 Enforcement. Enforcement of the provisions of this Article IX, may be by any proceeding at law or in equity against any person or persons violating or attempting to violate any such provision. The Association and any interested Unit Owner shall have the right, but not the obligation, to institute, maintain and prosecute any such proceedings. In any action instituted or maintained under this Article, the Association shall be entitled to recover its costs and reasonable attorney's fees incurred pursuant thereto, as well as any and all other sums awarded by the Court. Failure of the Association or any Unit Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. ARTICLE X Insurance Section 10.1 Insurance Carried. The Association shall obtain and maintain in full force and effect to the extent reasonably available, and at all times, the insurance coverage set forth herein and as set forth m the Act, which insurance coverage shall be provided by financially responsible and able insurance companies duly authorized to do business in the State of Colorado. Commencing not later than the time of the first conveyance of a Unit to a person other than Declarant, the Association shall maintain, to the extent reasonably available, policies with the following terms or provisions: (a) All policies of insurance shall contain waivers of subrogation and waivers of any defense based on invalidity azising from any acts of a Unit Owner and shall provide that such policies may not, unless otherwise provided by statute, be canceled or not renewed without at least thirty (30) days prior wntten notice to all of the Unit Owners, holders of first lien security interests and the Association. (b) If requested, duplicate originals of all policies and renewals thereof or certificates or memoranda of insurance, together with proof of payments of premiums, shall be delivered to any Unit Owner or holder of a first lien security interests. (c) All liability insurance shall be carried in blanket form covering Declarant, the Association, the Executive Board, the managing agent, if any, and their respective employees, agents and all persons acting as agents. (d) Prior to obtaining any policy of property insurance or renewal thereof, pursuant to the provisions hereof, the Executive Board may obtain an appraisal from a duly qualified real estate or insurance appraiser, which appraiser shall reasonably estimate the full replacement value of the Umts and the Common Elements, without deduction for depreciation and shall review any increases in the cost of living, and/or consider other factors for the purpose of determining the amount of the insurance to be effected pursuant to the provisions hereof. The total amount of property insurance must .. J not be less than full insurable replacement cost (at the time of purchase of insurance and at each renewal date) less applicable deductions exclusive of land, excavations, foundations and other items normally excluded. (e) Unit Owners may carry and are advised to carry other insurance for their benefit and at their expense, provided that the liability of the carriers issuing insurance obtained by the Associatron shall not be affected or diminished by reason of any such additional insurance carried by Unit Owners and provided, further, that the policies of insurance carried by the Association shall be primary, even if a Unit Owner has other insurance that covers the same loss or losses as covered by policies of the Association. In this regard, Declarant discloses that the Association's insurance coverage, as specified hereunder and under the Act, does not obviate the need for Unit Owners to obtain insurance for their own benefit. (f) All policies of insurance obtained by the Association shall provide that the insurance thereunder shall be invalidated or suspended only in respect to the interest of any particular Unit Owner guilty of a breach of warranty, act, omission, negligence or non-compliance of any provision of such policy, including payment of the insurance premium applicable to the Unit Owner's interest, or who permit or fails to prevent the happening of an event, whether occurring before or after a loss, which under the provisions of such policy would otherwise invalidate or suspend the entire policy, but the insurance under any such policy, as to the interests of all other insured Umt Owners not wilty of any such act or omission, shall not be invalidated or suspended and shall remain m full force and effect. Section 10.2 Pro a Insurance on the Units and Common Elements. The Association shall obtain a equate property insurance covering loss, damage or destruction by fire or other casualty to the Umts, to the Common Elements and the other property of the Association. The insurance obtained by the Association is not required to include improvements and betterments installed by Unit Owners. If coverage purchased by the Association includes improvements and betterments installed by Unit Owners, the cost thereof shall be assessed to each Unit in proportion to risk. All policies shall contain a standard non-contributory mortgage clause in favor of each holder of first lien security interests, and their successors and assigns, which shall provide that the loss, if any thereunder, shall be payable to the Association for the use and benefit of such holders of first lien security interests, and their successors and assigns, as their interests may appear of record in the records of the office of the Clerk and Recorder of the County of P~tkm, Colorado. Section 10.3 Liability Insurance. The Association shall obtain adequate comprehensive policy of public liability insurance against claims and liabilities arising in connection with the ownership, existence, use and management of the Common Elements, in such limits as the Executive Board may from time to time determine, but not in any event less than One Million Dollars ($1,000,000.00) per injury, per person, and per occurrence, and in all cases covering all claims for bodily m~ury or property damage. All liability insurance shall name the Association as the insured. Section 10.4 Fidelity Insurance. The Association shall obtain adequate fidelity coverage or fidelity bonds to protect against dishonest acts on the parts of its officers, Executive Board members, trustees and emplo ees and on the part of all others who handle or are responsible for handling the funds of the Association, including persons who serve the Association with or without compensation. The clause "officers, Executive Board members, trustees and employees" shall not include any officer, Executive Board member, agent or employee of any independent, professional manager or managing agent heretofore or hereafter employed by the Association. The fidelity ~.... coverage or bonds should be in an amount sufficient to cover the maximum funds that will be in control of the Association, its officers, Executive Board members, trustees and employees. Section 10.5 Worker's Com ensation and Em to er's Liabilit Insurance. The Association shall obtain worker's compensation and employer's liabi ity insurance and all other similar insurance with respect to its employees in the amounts and forms as may now or hereafter be required by law. Section 10.6 Officers' and Directors' Personal Liability Insurance. The Association may obtain officers' and Executive Board members' personal liability insurance to protect the officers and Executive Board members from personal liability in relation to their duties and responsibilities in acting as officers and Executive Board members on behalf of the Association. Neither the term "officers" nor the term "Executive Board member" shall include any officer, Executive Board member, agent or employee of any independent professional manager or managing agent heretofore or hereafter employed by the Association. Section 10.7 Other Insurance. The Association may obtain endorsements to policies or additional insurance against such other risks, of similar or dissimilar nature, as it shall deem appropriate with respect to the Association responsibilities and duties. Section 10.8 Insurance Premium. Except as assessed in proportion to risk as permitted under the terms of this Declaration, insurance premiums for the above provided insurance shall be a Common Expense to be included as a part of the annual Common Expense assessments levied by the Association. Section 10.9 Managin¢ A¢ent Insurance. The manager or managing agent, engaged by the Executive Board, if any, shall be insured to the same extent as the Association, as herein provided, and as provided in the Act, for the benefit of the Association, and shall maintain and submit evidence of such coverage to the Association. Section 10.10 Waiver of Claims Against Association. As to all policies of insurance maintained by or for the benefit of the Association and Unit Owners, the Association and the Unit Owners hereby waive and release all claims against one another, the Executive Board and Declarant, to the extent of the insurance proceeds available, whether or not the insurance damage or injury is caused by the negligence of or breach of any agreement by said person. Section 10.11 Annual Insurance Review. The Executive Board shall review the insurance carried by and on behalf of the Association at least annually for the purpose of determining the amount of insurance required. Section 10.12 Adjustments by the Association. Any loss covered by an insurance policy described above shall be adjusted with the Association, and the insurance proceeds for that loss shall be payable to the Association, and not to any holder of a first lien security interests. The Association shall hold any insurance proceeds in trust for the Association, Unit Owners and holders of first lien security interests as their interests may appear. The proceeds must be distributed first for the repair or restoration of the damaged property, and the Association, Unit Owners and holders of first lien security interests are not entitled to receive payment of any portion of the proceed unless there is a surplus of proceeds after the damaged property has been completely repaired or restored. Section 10.13 Duty to Repair. Any portion of the Common Interest Community for which insurance is required under this Article which is damaged or destroyed must be ~. , repaired or replaced promptly by the Association, except as provided in the Act. ARTICLE Xl Special Rights of Holders of First Lien Security Interests Section 11.1 General Provisions. The provisions of this Article are for the benefit of all beneficiaries or holders of first lien security interests recorded within the Common Interest Community. To the extent applicable, necessary or proper, the provisions of this Article XI apply to both this Declaration and to the Articles and Bylaws of the Association. A holder or beneficiary of a first lien security interest who has delivered a written request to the Association containing its name, address and the legal description and the address of the Unit upon which its holds a security interest, shall be entitled to: (a) receive timely written notice from the Association of any default by a mortgagor of a Unit in the performance of the mortgagor's obligations under this Declazation, the Articles of Incorporation, the Bylaws or the rules and regulations, which default is not cured within sixty (60) days after the Association learns of such default; (b) examine the books and records of the Association during normal business hours; (c) receive a copy of financial statements of the Association; (d) receive written notice of all meetings of the Executive Board or Members of the Association; (e) designate a representative to attend any such meetings; and (f) receive written notice of any lapse, cancellation, or material modification of any insurance policy or fidelity bond maintained by the Association. ARTICLE XII Enforcement Section 12.1 Enforcement. The Association or a Unit Owner or Unit Owners of any of the Units may enforce the restrictions, conditions, covenants and reservations imposed by the provisions of this Declaration by proceedings at law or in equity against any person or persons, either to recover damages for such violation, including reasonable attorney's fees incurred in enforcing these covenants, or to restrain such violation or attempted violation. Failure of the Association or of any Unit Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. ARTICLE XIII Amendments Section 13.1 Amendment to Declaration or Man. Except in the case of amendments that may be executed by Declazant or the Association as allowed by the Act or as provided below, this Declaration, including the Map, may be amended only by the vote or agreement of Owners of Units owning sixty-seven percent (67%) of the Allocated Interests. Every amendment to the Declaration must be: (t) recorded in the real estate records of Pitkin County, Colorado and is effective only upon recordation; (ii) indexed in the grantee's index in the name of the Common Interest Community and the Association and in the grantor's index in the name of each person executing the Amendment. Except to the extent expressly permitted or required Fy the Act, no amendment may create or increase the number of Units, or change the boundaries of any Unit or the Allocated Interests of a Unit, or the uses to which any Unit is restricted, in the absence of unanimous consent of the Unit Owners. Amendments to this Declaration shall be prepared, executed, recorded, and certified on behalf of the Association by any officer of the Association designated for that purpose or, in the absence of designation, by the President of the Association. All expenses associated with preparing and recording an Amendment to the Declaration shall be the sole responsibility of the Association, except as may otherwise be provided in the Act. ARTICLE XIV Restoration and Termination Section 14.1 Restoration. If at any time all Owners and all holders of first lien security interests shall agree that the Common Interest Community has become obsolete and shall approve a plan for its renovation or restoration, the Association shall promptly cause such renovation or restoration to be made according to such plan. All Owners shall be bound by the terms of such plan and the costs of the work shall be a Common Expense. Section 14.2 Termination. If at any time an agreement to terminate the Common Interest Community is obtained from sixty-six and two-thirds percent (66 2/3%) of the Allocated Interests of the Owners and all holders of first lien security interests in accordance with the provisions of the Act, the Association shall promptly undertake the actions required of the Association under the provisions of the Act. Upon completion of such actions by the Association, this Declaration shall automatically terminate without any further action. ARTICLE XV Condemnation Section 15.1 A ointment of Association as Attome -In-Fact. Each Owner, on such Owner's behalf an on behalf of such Owner's heirs, devisees, legal representatives, successors and assigns, does irrevocably constitute and appoint the Association with full power of substitution, as such Owner's true and lawful attorney in-fact such Owner's name, place and stead to deal with such Owner's Interest in such Owner's Unit upon condemnation of such Owner's Unit with full power, right and authorization to execute, acknowledge and deliver any contract, deed or other document affecting the interest of such Owner, and to take any other action which the Association may consider necessary or advisable to give effect to the provisions of this Section 15.1. If requested to do so by the Association, each Owner shall execute and deliver a written instrument confirming such appointment. The action of the Association in settling any condemnation claim shall be final and binding on all Owners. Section 15.2 Entire Takine. If the entire Common Interest Community is taken under any statute, by right of eminent domain, or by purchase in lieu thereof, or if any part of the Common Interest Community is taken and the part remaining may not practically or lawfully be used for any purpose permitted by this Declaration, the Association (as attomey-in-fact for the Owners) shall collect the award made in such taking and shall sell the part of the Real Estate remaining after the taking, if any, free and clear of the provisions of this Declaration which shall automatically terminate upon the recording of a notice by the Association setting forth all of such facts without any further action. The award and the proceeds of such sale, if any, shall be distributed by the Association in the manner provided in the Act. Section 15.3 Partial Takin¢. If a taking occurs other than a takin specified in Section 15.2 hereof, then the Association (as attorney-in-fact for the Owners shall collect the award made in such taking, shall promptly cause the Portion of the Common interest Community not so taken to be restored as nearly as possible to its condition prior to the taking, and shall prepaze, execute and record an amendment to the Declazation which confirms any reallocation of the Allocated Interests made pursuant to the provisions of the Act. The costs of such restoration shall be a Common Expense payable by the Owners in accordance with respective Allocated Interests after any reallocation referred to in the preceding sentence. The award paid to the Association as a result of any such taking shall be disbursed by the Association as follows: (a) If a Unit is taken, the portion of such award attributable to such Unit shall be disbursed to the Owner of such Unit or the lienholders with respect to such Unit, as their interests may appear; and (b) Any portion of such award not disbursed pursuant to the provisions of Section 15.3(a) hereof shall be disbursed to the Owner of each Unit or the lienholders with respect to such Unit, as their interests may appear, in accordance with the reallocation of such Allocated Interests as referred to to Section 15.3 above. ARTICLE XVI Miscellaneous Section 16.1 Severability. Each of the provisions of this Declaration shall be deemed independent and severable. If any provision of this Declazation or the application thereof to any person or circumstances is held invalid, the invalidity shall not affect other provisions or applications of this Declaration which can be given effect without the invalid provisions or applications. Section 16.2 Term of Declaration. This Declaration shall continue and remain in full force and effect in perpetuity as the same may be amended from time to time in accordance with the provisions of Article XIII, unless this Declazation be terminated in accordance with the Act. Section 16.3 Sing_ttlar Includes the Plural. Unless the context otherwise requires, the singular shall include the plural, and the plural shall include the singular, and each gender referral shall be deemed to include the masculine, feminine and neuter. Section 16.4 Captions. All captions and titles used in this Declaration are intended solely for convenience of reference and shall not enlarge, limit or otherwise affect that which is set forth in any paragraph, section or article hereof. Section 16.5 Colorado Law. The interpretation, enforcement and any other matters relative to this Declazation shall be construed and determined in accordance with the laws of the State of Colorado. Section 16.6 Disclaimer. Unless otherwise provided by the Act, no representations or warranties of any kind, express or implied, have been given or made by Declarant, or its agents or employees, m connection with this Common Interest Community, or any portion thereof, or any improvement thereon, its physical condition, zoning, compliance with applicable laws, fitness or intended use or operation, cost of maintenance or taxes except as expressly set forth in this Declazation. Section 16.7 Limited Liability. A Executive Board Member or an officer of the Association shall not be liable for actions taken or omissions made in the performance of his or her duties except for wanton and willful acts and except for acts specified in §7-24- ~- 111 of the Colorado Revised Statutes. Unless otherwise required by the Act, Declarant and any agent or employee of Declarant shall not be liable to any party for any action or for any failure to act with respect to any matter azising in connection wrth the Declaration if the action taken or failure to act was m good faith and without malice. Section 16.8 Conflicts with Act Articles, B~aws or Rules of Association. In the event of any conflict or inconsistency between provisions of this Declaration the mandatory provisions of the Act shall govern and as between the Articles, Bylaws or Rules and Regulations of the Association, the provision of this Declaration shall govern and control, and then the Articles, Bylaws and Rules and Regulations in that order. Section 16.9 Covenants Running with the Land. Each provision of this Declazation, and any agreement, promise, covenant and undertaking to comply with each provision of the Declaration shall be deemed a covenant running with the land as a burden with and upon the title to each Unit for the benefit of all the Real Estate. Section 16.10 Matters of Record. Matters of Record affecting the Real Estate are set forth on Exhibit "A" attached hereto. IN WITNESS WHEREOF, the Declarant has signed this Declaration this day of , 2007. DECLARANT: 306 S. GARMISCH, LLC, a Colorado limited liability company By: John R.Provine, Manager STATE OF COLORADO ) )ss. COUNTY OF PITHIN ) The foregoing Condominium Declaration for the 306 S. Garmisch Townhomes Condominiums was acknowledged before me on this day of , 2007, by John R. Provine as Manager for 306 S. Garmisch,~ a Colora o~mite liability company. WITNESS my hand and official seal My commission expires: Notary Public _..~ EXHIBIT A Matters R ord EXHIBIT B Tab eZ o~ I~sts Square Percentage Percentage Votes in Footage Share of Share of Affairs of of Units Ownership in Common Association [net floor the Common Interest area Elements Expenses Unit Unit T e calc A Free 4051 37% 37% 37% Market Residential B Free 4656 43% 43% 43% Market Residential C Affordable 1064 10% 10% 10% Housing Residential D Affordable 1159 10% 10 /0 10% Housing Residential Totals 10 930 100% 100% 100 /o C:\LMO Dnm & FormsV)ah\Cllenb\ProvlneU06 S Crtmbab Development Dom SubdMuion\Condu deelanDOn Dnal 516 OLdoe nt to Document comparison by Workshare Professional on Monday, June 04, 2007 4:40:30 PM