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TC Res. No. 1985-03RESOLUTION NO..85-1 SERIES OF 1985 A RESOLUTION APPROVING PRELIMINARY PLAT FOR CUNNINGHAM SUB- DIVISION, A REPLAT AND'RESUBDIVISION OF TRACTS Q AND R, BLOCK 2, TOWN OF AVON, COUNTY.OF EAGLE, STATE OF COLORADO,-AND FINAL SUB- DIVISION PLAT - AMENDMENT NO. 4, BENCHMARK AT BEAVER CREEK. WHEREAS, Vail Avon Commercial Partners has submitted a Pre- liminary Plat for Cunningham Subdivision, a Replat and Resubdivi- sion of Tracts Q and R, Block 2, Town of Avon, County of Eagle, State of Colorado, and final Subdivison Plat - Amendment No. 4, Benchmark at Beaver Creek; and WHEREAS, the Preliminary Plat has been reviewed by the Town Staff and the Town Planning and Zoning Commission, was found to be substantially in accord with Regulations of the Town of Avon, and is recommended for approval. NOW THEREFORE BE IT RESOLVED, by the Town Council of the Town of Avon, that this.Preliminary Plat is hereby approved by the Town of Avon subject to completion of the following items prior to Final Plat,approval: 1. The development of a Subdividers Agreement, mutually acceptable to the Town of Avon and Vail Avon Commercial Partnership; addressing: a., Construction of parking•lot,modifications as ,required for the existing development and in- cluding drainage control facilities for the southerly parking lot; and b. Provisions for possible future acquisition of access easement by the Town of Avon for a street right-of-way. 2. The submittal, to the Town of Avon, of a letter or other evidence from Avon Metro District agreeing to the relocation-and modifications of Metcalf Ditch as necessary to complete the required parking lot improvements. ADOPTED AND DATED THIS 8TH day of January, ,.1985 TOWN COUNCIL .TOWN OF AVON J B Shei R. Davis, Mayor Pro Tem YC RESOLUTION NO. 85-2' SERIES OF 1985 A RESOLUTION TO ESTABLISH A DEFERRED COMPENSATION PLAN WHEREAS, the Town of•Avon (the Employer) has--employees render- ing valuable services;~and WHEREAS, the establishment of a deferred compe: such employees will serve the interests of.the Town abling it.to provide reasonable retirement security by providing increased flexibility in its personnel and by assisting in the attraction and retention of nel; and nsation plan for of-Avon by en- for its employees, management system, competent person- WHEREAS, the Town of Avon has determined that the establishment of a deferred compensation plan to be administered by the ICMA Retirement Corporation will serve the above objectives; and WHEREAS, the Town of Avon desires that the investment of funds held under its deferred compensation plan be administered by the ICMA Retirement Corporation, as Trustee, with the understanding that such funds will be held by the ICMA Retirement Trust, a trust established by public employers for the purpose of representing the interests of such employers with respect to the collective investment of funds held under their deferred compensation plans. NOW THEREFORE BE IT RESOLVED, by the Town Council of the Town of Avon, that the Town of Avon adopts the deferred compensation plan, attached hereto as Appendix A, and appoints the.ICMA Retirement Cor- poration to serve as Administrator thereunder;-and BE IT FURTHER RESOLVED, that the Town of Avon hereby executes the ICMA Retirement Trust, attached hereto as Appendix B; and • i BE IT FURTHER RESOLVED, that the Town of Avon hereby adopts the trust agreement, attached hereto as Appendix C, and appoints the ICMA Retirement'Corporation as Trustee thereunder; and directs the ICMA Retirement Corporation, as Trustee, to invest all funds held under the deferred compensation plan through the ICMA Retire- ment Trust as soon as is practicable; and BE IT FURTHER RESOLVED, that'the Town.Manager shall be the coordinator for this program and shall receive necessary'reports, notices, etc. from the ICMA Retirement Corporation as Administrator, and shall cast, on behalf of the Town of Avon, any required votes under the program. Administrative duties,to-carry out the plan may be assigned to the appropriate departments. ADOPTED AND DATED THM.S 22nd day of TOWN 'COUNCIL TOWN OF AVON January, , 1985 BY 2~~X Allan R. ottirigham; Mayor ATTEST: APPENDIX A ("EMPLOYER") DEFERRED COMPENSATION PLAN 1. INTRODUCTION The Employer hereby establishes the Employer's Deferred Compensation Plan, hereinafter referred to as the "Plan." The Plan consists of the provisions set forth in this document. The primary purpose of this Plan is to provide retirement income and other deferred benefits to the Employees of the Employer in accordance with the provisions of section 457 of the Internal Revenue Code of 1954, as amended. This Plan shall be an agreement solely between the Employer and participating Employees. It. DEFINITIONS 2.01 Account: The bookkeeping account maintained for each Participant reflecting the cumulative amount of the Participant's Deferred Compensation, including any income, gains, losses, or increases or decreases in market value attributable to the Employer's investment of the Participant's Deferred Compensation, and further reflecting any distribu- tions to the Participant or the Participant's Beneficiary and any fees or expenses charged against such Participant's Deferred Compensation. 2.02 Administrator. The person or persons named to carry out certain nondiscretionary administrative functions under the Plan, as hereinafter described. The Employer may remove any person as Administrator upon 60 days advance notice in writing to such person, in which case the Employer shall name another person or persons to act as Administrator. The Administrator may resign upon 60 days advance notice in writing to the Employer, in which the case the Employer shall name another person or persons to act as Administrator. 2.03 Beneficiary: The person or persons designated by the Participant in his Joinder Agreement who shall receive any benefits payable hereunder in the event of the Participant's death. 2.04 Deferred Compensation: The amount of Normal Compensa- tion otherwise payable to the Participant which the Participant and the Employer mutually agree to defer hereunder, any amount credited to a Participant's Account by reason of a transfer under Section 6.03, or any other amount which the Employer agrees to credit to a Participant's Account. 2.05 Employee: Any individual who provides services for the Employer, whether as an employee of the Employer or as an independent contractor, and who has been designated by the Employer as eligible to participate in the Plan. 2.06 Includible Compensation: The amount of an Employee's compensation from the Employer for a taxable year that is attributable to services performed for the Employer and that is includible in the Employee's gross income for the taxable year for federal income tax purposes; such term does not include any amount excludablefrom gross income underthis Plan or any other plan described in section 457(b) of the Internal Revenue Code, any amount excludable from gross income under section 403(b) of the Internal Revenue Code, or any other amount excludable from gross income for federal income tax purposes. Includible Compensation shall be determined without regard to any community property laws. 2.07 Joinder Agreement: An agreement entered into between an Employee and the Employer, including any amendments or modifications thereof. Such agreement shall fix the amount of Deferred Compensation, specify a preference among the investment alternatives designated by the Employer, designate the Employee's Beneficiary or Beneficiaries, and incorporate the terms, conditions, and provisions of the Plan by reference. 2.08 Normal Compensation: The amount of compensation which would be payable to a Participant by the Employer for a taxable year if no Joinder Agreement were in effect to defer compensation under this Plan. 2.09 Normal Retirement Age: Age 70, unless the Participant has elected an alternate Normal Retirement Age by written instrument delivered to the Administrator prior to Separation from Service. A Participant's Normal Retirement Age determines (a) the latest time when benefits may commence under this Plan'(unless the Participant continues employ- ment after Normal Retirement Age), and (b) the period during which a Participant may utilize the catch-up limitation of Section 5.02 hereunder. Once a Participant has to any extent utilized the catch-up limitation of Section 5.02, his Normal Retirement Age may not be changed. A Participant's alternate Normal Retirement Age may not be earlier than the earliest date that the Participant will become eligible to retire and receive unreduced retirement benefits under the Employer's basic retirement plan covering the Participant and may not be later than the date the Participant attains age 70. If a Participant continues employment after attaining age 70, not having previously elected an alternate Normal Retirement Age, the Participant's alternate Normal Retirement Age shall not be later than the mandatory retirement age, if any, established by the Employer, or the age at which the Participant actually separates from service if the Employer has no mandatory retirement age. If the Participant will not become eligible to receive benefits under a basic retirement plan maintained by the Employer, the Participant's alternate Normal Retirement Age may not be earlier than attainment of age 55 and may not be later than attainment of age 70. 2.10 Participant: Any Employee who has joined the Plan pursuant to the requirements of Article IV. 2.11 Plan Year: The calendar year. 2.12 Retirement: The first date upon which bot9hthe following shall have occurred with respect to a Participant: Separation from Service and attainment of Normal Retirement Age. 2.13 Separation from Service: Severance of the Participant's employment with the Employer. A Participant shall be deemed to have severed his employment with the Employer for purposes of this Plan when, in accordance with the established practices of the Employer, the employment relationship is considered to have actually terminated. In the case of a Participant who is an independent contractor of the Employer, Separation from Service shall be deemed to have occurred when the Participant's contract under which services are performed has completely expired and terminated, there is no foreseeable possibility that the Employer will renew the contract or enter into a new contract for the Participant's services, and it is not anticipated that the Participant will become an Employee of the Employer. III. ADMINISTRATION 3.01 Duties of Employer: The Employer shall have the authority to make all discretionary decisions affecting the rights or benefits of Participants which may be required in the administration of this Plan. 3.02 Duties of Administrator: The Administrator, as agent for the Employer, shall perform nondiscretionary administrative functions in connection with the Plan, including the maintenance of Participants' Accounts, the provision of periodic reports of the status of each Account and the disbursement of benefits on behalf of the Employer in accordance with the provisions of this Plan. IV. PARTICIPATION IN THE PLAN 4.01 Initial Participation: An Employee may become a Participant by entering into a Joinder Agreement prior to the beginning of the calendar month in which the Joinder Agreement is to become effective to defer compensation not yet earned. 4.02 Amendment of Joinder Agreement: A Participant may amend an executed Joinder Agreement to change the amount of compensation not yet earned which is to be deferred (including the reduction of such future deferrals to zero) or to change his investment preference (subject to such restric- tions as may result from the nature orterms of any investment made by the Employer). Such amendment shall become effective as of the beginning of the calendar month commencing after the date the amendment is executed A Participant may at any time amend his Joinder Agreement to change the designated Beneficiary and such amendment shall become effective immediately. V. LIMITATIONS ON DEFERRALS 5.01 Normal Limitation: Except as provided in Section 5 02, the maximum amount of Deferred Compensation for any Participant for any taxable year shall not exceed the lesser of $7,500.00 or 33 1/3 percent of the Participant's Includible Compensation for the taxable year. This limitation will ordinarily be equivalent to the lesser of $7,500.00 or 25 percent of the Participant's Normal Compensation. 5.02 Catch-up Limitation: For each of the last three (3) taxable years of a Participant ending before his attainment of Normal Retirement Age, the maximum amount of Deferred Compensation shall be the lesser of: (1) $15,000 or (2) the sum of (i) the Normal Limitation for the taxable year, and (ii) that portion of the Normal Limitation for each of the prior taxable years of the Participant commencing after 1978 during which the Plan was in existence and the Participant was eligible to participate in the Plan (or in any other plan established under section 457 of the Internal Revenue Code by an employer within the same State as the Employer) less the amount of Deferred Compensation for each such prior taxable year (including amounts deferred under such other plan). For purposoof this Section 5.02, a Participant's Includible Compensation for the current taxable year shall be deemed to include any Deferred Compensation for the taxable year in excess of the amount permitted under the Normal Limitation, and the Participant's Includible Compen- sation for any prior taxable year shall be deemed to exclude any amount that could have been deferred under the Normal Limitation for such prior taxable year. 5.03 Section 403(b) Annuities: For purposes of Sections 5.01 and 5.02, amounts contributed by the Employer on behalf of a Participant for the purchase of an annuity contract described in section 403(b) of the Internal Revenue Code shall be treated as if such amounts constituted Deferred Compensa- tion under this Plan for the taxable year in which the contribution was made and shall thereby reduce the maximum amount that maybe deferred for such taxable year. VI. INVESTMENTS AND ACCOUNT VALUES 6.01 Investment of Deferred Compensation: All investments of Participants' Deferred Compensation made by the Employer, including all property and rights purchased with such amounts and all income attributable thereto, shall be the sole property of the Employer and shall not be held in trust for Participants or as collateral security for the fulfillment of the Employer's obligations under the Plan. Such property shall be subject to the claims of general creditors of the Employer, and no Participant or Beneficiary shall have any vested interest or secured or preferred position with respect to such property or have any claim against the Employer except as a general creditor. 6.02 Crediting of Accounts: The Participant's Account shall reflect the amount and value of the investments or other property obtained by the Employer through the investment of the Participant's Deferred Compensation. It is anticipated that the Employer's investments with respect to a Participant will conform to the investment preference specified in the Participant's Joinder Agreement, but nothing herein shall be construed to require the Employer to make any particular investment of a Participant's Deferred Compensation. Each Participant shall receive periodic reports, not less frequently than annually, showing the then-current value of his Account. 6.03 Acceptance of Transfers: Pursuant to an appropriate written agreement, the Employer may accept and credit to a Participant's Account amounts transferred from another employer within the same State representing amounts held by such other employer under an eligible State deferred compensation plan described in section 457 of the Internal Revenue Code. Any such transferred amount shall not be treated as a deferral subject to the limitations of Article V, provided however, that the actual amount of any deferral under the plan from which the transfer is made shall be taken into account in computing the catch-up limitation under Section 5.02. 6.04 Employer Liability: In no event shall the Employer's liability to pay benefits to a Participant under Article VI exceed the value of the amounts credited to the Participant's Account; the Employer shall not be liable for losses arising from depreciation or shrinkage in the value of any investments acquired under this Plan. VII. BENEFITS 7.01 Retirement Benefits and Election on Separation from Service: Except as otherwise provided in this Article VII, the distribution of a Participant's Account shall commence during the second calendar month afterthe close of the Plan Year of the Participant's Retirement, and the distribution of such Retirement benefits shall be made in accordance with one of the payment options described in Section 7.02. Notwithstanding the foregoing, the Participant may irrevo- cably elect within 60 days foIMing Separation from Service to have the distribution of benefits commence on a date other than that described in the preceding sentence which is at least 60 days after the date such election is delivered in writing to the Employer and forwarded to the Administrator but not later than 60 days after the close of the Plan Year of the Participant's Retirement. 7.02 Payment Options: As provided in Sections 7.01, 7.05 and 7 06, a Participant may elect to have the value of his Account distributed in accordance with one of the following payment options, provided that such option is consistent with the limitations set forth in Section 7.03: (a) Equal monthly, quarterly, semi-annual or annual payments in an amount chosen by the Participant, continuing until his Account is exhausted; (b) One lump sum payment; (c) Approximately equal monthly, quarterly, semi-annual or annual payments, calculated to continue for a period certain chosen by the Participant; (d) Payments equal to payments made by the issuer of a retirement annuity policy acquired by the Employer; (e) Any other payment option elected by the Participant and agreed to by the Employer. A Participant's election of a payment option must be made at least 30 days before the payment of benefits is to commence. If a Participant fails to make a timely election of a payment option, benefits shall be paid monthly under option (c) above for a period of five years. 7.03 Limitation on Options: No payment option may be selected by the Participant under Section 7.02 unless the present value of the payments to the Participant, determined as of the date benefits commence, exceeds 50 percent of the value of the Participant's Account as of the date benefits commence. Present,value determinations under this Section shall be made by the Administrator in accordance with the expected return multiples set forth in section 1.72-9 of the Federal Income Tax Regulations (or any successor provision to such regulations). 7.04 Post-retirement Death Benefits: Should the Participant die after he has begun to receive benefits under a payment option, the remaining payments, if any, under the payment option shall be payable to the Participant's Beneficiary commencing within 60 days after the Administrator receives proof of the Participant's death, unless the Beneficiary elects payment under a different payment option at least 30 days prior to the date that the first payment becomes payable to the Beneficiary. In no event shall the Employer or Administrator be liable to the Beneficiary for the amount of any payment made in the name of the Participant before the Administrator receives proof of death of the Participant Notwithstanding the foregoing, payments to a Beneficiary shall not extend over a period longer than (I) the Beneficiary's life expectancy if the Beneficiary is the Participant's spouse or (ii) fifteen (15) years if the Beneficiary is not the Participant's spouse. If no Beneficiary is designated in the Joinder Agreement, or if the designated Beneficiary does not survive the Participant for a period of fifteen (15) days, then the commuted value of any remaining payments under the payment option shall be paid in a lump sum to the estate of the Participant. If the designated Beneficiary survives the Participant for a period of fifteen (15) days, but does not continue to live for the remaining period of payments under the payment option (as modified, if necessary, in conformity with the third sentence of this section), then the commuted value of any remaining payments under the payment option shall be paid in a lump sum to the estate of the Beneficiary 7.05 Pre-retirement Death Benefits: Should the Participant die before he has begun to receive the benefits provided by Sections 7.01 or 7.06, a death benefit equal to the value of the Participant's Account shall be payable to the Beneficiary commencing no later than 60 days after the close of the Plan Year in which the Participant would have attained Normal Retirement Age. Such death benefit shall be paid in a lump sum unless the Beneficiary elects a different payment option within 90 days of the Participant's death. A Beneficiary who may elect a payment option pursuant to the provisions of the preceding sentence shall be treated as if he were a Participant for purposes of determining the payment options available under Section 7.02; provided, however, that the payment option chosen by the Beneficiary must provide for payments to the Beneficiary over a period no longer than the life expectancy of the Beneficiary if the Beneficiary is the Participant's spouse and must provide for payments over a period not in excess of fifteen (15) years if the Beneficiary is not the Participant's spouse. 7.06 Disability: In the event a Participant becomes disabled before the commencement of Retirement benefits under Section 7.01, the Participant may elect to commence benefits under one of the payment options described in Section 7.02 on the last day of the month following a determination of disability by the Employer. The Participant's request for such determination must be made within a reasonable time after the impairment which constitutes the disability occurs. A Participant shall be considered disabled for purposes of this Plan if he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or be of long-continued and indefinite duration. The disability of any Participant shall be determined in accordance with uniform principles consistently applied and upon the basis of such medical evidence as the Employer deems necessary and desirable. 7.07 Unforeseeable Emergencies: In the event an unforeseeable emergency occurs, a Participant may apply to the Employer to receive that part of the value of his account that is reasonably needed to satisfy the emergency need. If such an application is approved by the Employer, the Participant shall be paid only such amount as the Employer deems necessary to meet the emergency need, but payment shall not be made to the extent that the financial hardship may be relieved through cessation of deferral under the Plan, insurance or other reimbursement, or liquidation of other assets to the extent such liquidation would not itself cause severe financial hardship. An unforeseeable emergency shall be deemed to involve only circumstances of severefinancial hardshipto the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in section 152(a) of the Internal Revenue Code) of the Participant, loss of the Participant's property due to casualty, or other similar and extraordinary unforeseeable circum- stances arising as a result of events beyond the control of the Participant. The need to send a Participant's child to college or to purchase a new home shall not be considered unforeseeable emergencies. The determination as to whether such an unforeseeable emergency exists shall be based on the merits of each individual case. VIII. NON-ASSIGNABILITY No Participant or Beneficiary shall have any right to commute, sell, assign, pledge, transfer or otherwise convey or encumber the right to receive any payments hereunder, which payments and rights are expressly declared to be non-assignable and non- transferable IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT AGREEMENTS This Plan serves in addition to any other retirement, pension, or benefit plan or system presently in existence or hereinafter established for the benefit of the Employer's employees, and participation hereunder shall not affect benefits receivable under AMML any such plan or system. Nothing contained in this Plan shall be deemed to constitute an employment contract or agreement between any Participant and the Employer or to give any Participant the right to be retained in the employ of the Employer. Nor shall anything herein be construed to modify the terms of any employment contract or agreement between a Participant and the Employer. X. AMENDMENT OR TERMINATION OF PLAN The Employer may at any time amend this Plan provided that it transmits such amendment in writing to the Administrator at least 30 days prior to the effective date of the amendment. The consent of the Administrator shall not be required in order for such amendment to become effective, but the Administrator shall be under no obligation to continue acting as Administrator hereunder if it disapproves of such amendment. The Employer may at any time terminate this Plan. The Administrator may at any time propose an amendment to the Plan by an instrument in writing transmitted to the Employer at least 30 days before the effective date of the amendment. Such amendment shall become effective unless, within such 30-day period, the Employer notifies the Administrator in writing that it disapproves such amendment, in which case such amendment shall not become effective. In the event of such disapproval, the Administrator shall be under no obligation to continue acting as Administrator hereunder. No amendment or termination of the Plan shall divest any Participant of any rights with respect to compensation deferred before the date of the amendment or termination. XI. APPLICABLE LAW This Plan shall be construed under the laws of the state where the Employer is located and is established with the intent that it meet the requirements of an "eligible State deferred compensation plan" under section 457 of the Internal Revenue Code of 1954, as amended. The provisions of this Plan shall be interpreted wherever possible in conformity with the requirements of that section. XII. GENDER AND NUMBER The masculine pronoun, whenever used herein, shall include the feminine pronoun, and the singular shall include the plural, except where the context requires otherwise. APPENDIX B IRW Mow DECLARATION OF TRUST of ICMA RETIREMENT TRUST ARTICLE I. Name and Definitions SECTION 1.1 Name. The Name of the Trust created hereby is the ICMA Retirement Trust. SECTION 1.2. Definitions. Wherever they are used herein, the following terms shall have the following respective meanings: (a) By-Laws. The By-Laws referred to in Section 4.1 hereof, as amended from time to time. (b) Deferred Compensation Plan. A deferred compensation plan established and maintained by a Public Employerforthe purpose of providing retirement income and other deferred benefits to its employees in accordance with the provisions of section 457 of the Internal Revenue Code of 1954, as amended. (c) Guaranteed Investment Contract. A contract entered into by the Retirement Trust with insurance companies that provides for a guaranteed rate of return on investments made pursuant to - such contract. (d) ICMA. The International City Management Association (e) ICMA/RC Trustees Those Trustees elected by the Public Employers who, in accordance with the provisions of Section 3.1(a) hereof, are also members of the Board of Directors of ICMA or RC. (f) Investment Adviser The Investment Adviser that enters into a contract with the Retirement Trust to provide advice with respect to investment of the Trust Property. (g) Employer Trust. A trust created pursuant to an agreement between RC and a Public Employer for the purpose of investing and administering the funds set aside by such employer in connection with its deferred compensation agreements with its employees. (h) Portfolios. The Portfolios of investments established by the Investment Adviser to the Retirement Trust, under the supervision of the Trustees, for the purpose of providing investments for the Trust Property. (i) Public Employee Trustees. Those Trustees elected by the Public Employers who, in accordance with the provisions of Section 3.1(a) hereof, are full-time employees of Public Employers. (j) Public Employer. A unit of state or local government, or any agency or instrumentality thereof, that has adopted a Deferred Compensation Plan and has executed this Declaration of Trust. (k) RC. The International City Management Association Retirement Corporation. (1) Retirement Trust. The Trust created by this Declaration of Trust. (m) Trust Property. The amounts held in the Retirement Trust on behalf of the Public Employers. The Trust Property shall include any income resulting from the investment of theamounts so held (n) Trustees. The Public Employee Trustees and ICMA/RC Trustees elected by the Public Employers to serve as members of the Board of Trustees of the Retirement Trust ARTICLE II. Creation and Purpose of the Trust; Ownership of Trust Property SECTION 2.1. Creation. The Retirement Trust is created and established by the execution of this Declaration of Trust by the Trustees and the participating Public Employers. SECTION 2.2 Purpose. The purpose of the Retirement Trust is to provide for the commingled investment of funds held by the Public Employers in connection with their Deferred Compensation Plans. The Trust Property shall be invested in the Portfolios, in Guaranteed Investment Contracts and in other investments recommended by the Investment Adviser under the supervision of the Board of Trustees. SECTION 2.3 Ownership of Trust Property. The Trustees shall have legal title to the Trust Property. The Public Employers shall be the beneficial owners of the Trust Property. ARTICLE III. Trustees SECTION 3.1. Number and Qualification of Trustees. (a) The Board of Trustees shall consist of nine Trustees. Five of the Trustees shall be full-time employees of a Public Employer (the Public Employee Trustees) who are authorized by such Public Employer to serve as Trustee. The remaining four Trustees shall consist of two persons who, at the time of election to the Board of Trustees, are members of the Board of Directors of ICMA and two persons who, at the time of election, are members of the Board of Directors of RC (the ICMA/RC Trustees) One of the Trustees who is a director of ICMA, and one of the Trustees who is a director of RC, shall, at the time of election, be full-time employees of a Public Employer. (b) No person may serve as a Trustee for more than one term in any ten-year period. SECTION 3.2. Election and Term. (a) Except for the Trustees appointed to fill vacancies pursuant to Section 3.5 hereof, the Trustees shall be elected by a vote of a majority of the Public Employers in accordance with the procedures set forth in the By-Laws. (b) At the first election of Trustees, three Trustees shall be elected for a term of three years, three Trustees shall be elected for a term of two years and three Trustees shall be elected for a term of one year. At each subsequent election, three Trustees shall be elected for a term of three years and until his or her successor is elected and qualified. SECTION 3 3. Nominations. The Trustees who are full-time employees of Public Employers shall serve as the Nominating Committee for the Public Employee Trustees. The Nominating Committee shall choose candidates for Public Employee Trustees in accordance with the procedures set forth in the By-Laws. SECTION 3 4. Resignation and Removal. (a) Any Trustee may resign as Trustee (without need for prior or subsequent accounting) by an instrument in writing signed by the Trustee and delivered to the other Trustees and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instrument. Any of the stees may be times show that all s investments are a part of the Trust removed for cause, by a vote of a majority of the Public Property; Employers. (h) make execute, acknowledge, and deliver any and all (b) Each Public Employee Trustee shall resign his or her position as Trustee within sixty days of the date on which he or she ceases to be a full-time employee of a Public Employer. SECTION 3.5. Vacancies. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, removal, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. In the case of a vacancy, the remaining Trustees shall appoint such person as they in their discretion shall see fit (subject to the limitations set forth in this Section), to serve for the unexpired portion of the term of the Trustee who has resigned or otherwise ceased to be a Trustee. The appointment shall be made by a written instrument signed by a majority of the Trustees. The person appointed must be the same type of Trustee (i.e., Public Employee Trustee or ICMA/RC Trustee) as the person who has ceased to be a Trustee. An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of retirement or resignation, provided that such appointment shall not becomeeffective priorto such retirement or resignation. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Section 3.5, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration. A written instrument certifying the existence of such vacancy signed by a majority of the Trustees shall be conclusive evidence of the existence of such vacancy. SECTION 3.6. Trustees Serve in Representative Capacity. By executing this Declaration, each Public Employer agrees that the Public Employee Trustees elected by the Public Employers are authorized to act as agents and representatives of the Public Employers collectively. ARTICLE IV. Powers of Trustees SECTION 4.1. General Powers. The Trustees shall have the power to conduct the business of the Trust and to carry on its operations. Such power shall include, but shall not be limited to, the power to: (a) receive the Trust Property from the Public Employers or from a Trustee of any Employer Trust; (b) enter into a contract with an Investment Adviser providing, among other things, for the establishment and operation of the Portfolios, selection of the Guaranteed Investment Contracts in which the Trust Property may be invested, selection of other investments for the Trust Property and the payment of reasonable fees to the Investment Adviser and to any sub-investment adviser retained by the Investment Adviser; (c) review annually the performance of the Investment Adviser and approve annually the contract with such Investment Adviser; (d) invest and reinvest the Trust Property in the Portfolios, the Guaranteed Investment Contracts and in any other investment recommended by the Investment Adviser, provided that if a Public Employer has directed that its monies be invested in specified Portfolios or in a Guaranteed Investment Contract, the Trustees of the Retirement Trust shall invest such monies in accordance with such directions; (e) keep such portion of the Trust Property in cash or cash balances as the Trustees, from time to time, may deem to be in the best interest of the Retirement Trust created hereby, without liability for interest thereon; (f) accept and retain for such time as they may deem advisable any securities or other property received or acquired by them as Trustees hereunder, whether or not such securities or other property would normally be purchased as investments here- under; (g) cause any securities or other property held as part of the Trust Property to be registered in the name of the Retirement Trust or in the name of a nominee, and to hold any investments in bearer form, but the books and records of the Trustees shall at all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (i) vote upon any stock, bonds, or other securities; give general or special proxies or powers of attorney with or without power of substitution; exercise any conversion privileges, subscription rights, or other options, and make any payments incidental thereto; oppose, or, consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and delegate discretionary powers, and pay any assessments or charges in connection therewith; and generally exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Trust Property; (j) enter into contracts or arrangements for goods or services required in connection with the operation of the Retirement Trust, including, but not limited to, contracts with custodians and contracts for the provision of administrative services; (k) borrow or raise money for the purpose of the Retirement Trust in such amount, and upon such terms and conditions, as the Trustees shall deem advisable, provided that the aggregate amount of such borrowings shall not exceed 30% of the value of the Trust Property. No person lending money to the Trustees shall be bound to see the application of the money lent or to inquire into its validity, expediency or propriety of any such borrowing; (1) incur reasonable expenses as required forthe operation of the Retirement Trust and deduct such expenses from the Trust Property; (m) pay expenses properly allocable to the Trust Property incurred in connection with the Deferred Compensation Plans or the Employer Trusts and deduct such expenses from that portion of the Trust Property beneficially owned by the Public Employer to whom such expenses are properly allocable; (n) pay out of the Trust Property all real and personal property taxes, income taxes and other taxes of any and all kinds which, in the opinion of the Trustees, are properly levied, or assessed under existing or future laws upon, or in respect of, the Trust Property and allocate any such taxes to the appropriate accounts; (o) adopt, amend and repeal the By-Laws, provided that such By- Laws are at all times consistent with the terms of this Declaration of Trust; (p) employ persons to make available interests in the Retirement Trust to employers eligible to maintain a deferred compensation plan under section 457 of the Internal Revenue Code, as amended; (q) issue the Annual Report of the Retirement Trust, and the disclosure documents and other literature used by the Retirement Trust; (r) make loans, including the purchase of debt obligations, provided that all such loans shall bear interest at the current market rate; (s) contract for, and delegate any powers granted hereunder to, such officers, agents, employees, auditors and attorneys as the Trustees may select, provided that the Trustees may not delegate the powers set forth in paragraphs (b), (c) and (o) of this Section 4.1 and may not delegate any powers if such delegation would violate their fiduciary duties; (t) provide for the indemnification of the officers and Trustees of the Retirement Trust and purchase fiduciary insurance; (u) maintain books and records, including separate accounts for each Public Employer or Employer Trust and such additional separate accounts as are required under, and consistent with, the Deferred Compensation Plan of each Public Employer; and (v) do all such acts, take all su roceedings, and exercise all SECTION 5. ond. No Trustee shall be obligated to give any bond such rights and privileges, although not specifically mentioned or other security for the performance of any of his or her duties herein, as the Trustees may deem necessary or appropriate to hereunder. administer the Trust Property and to carry out the purposes of the Retirement Trust. ARTICLE VI. Annual Report to Shareholders SECTION 4.2. Distribution of Trust Property. Distributions of the The Trustees shall annually submit to the Public Employers a written Trust Property shall be made to, or on behalf of, the Public Employer, in report of the transactions of the Retirement Trust, including financial accordance with the terms of the Deferred Compensation Plans or statements which shall be certified by independent public accountants Employer Trusts. The Trustees of the Retirement Trust shall be fully chosen by the Trustees. protected in making payments in accordance with the directions of the Public Employers or the Trustees of the Employer Trusts without ascertaining whether such payments are in compliance with the ARTICLE VII. Duration or Amendment of Retirement Trust provisions of the Deferred Compensation Plans or the agreements creating the Employer Trusts. SECTION 4.3. Execution of Instruments. The Trustees may unanimously designate any one or more of the Trustees to execute any instrument or document on behalf of all, including but not limited to the signing or endorsement of any check and the signing of any applications, insurance and other contracts, and the action of such designated Trustee or Trustees shall have the same force and effect as if taken by all the Trustees. ARTICLE V. Duty of Care and Liability of Trustees SECTION 5.1. Duty of Care. In exercising the powers hereinbefore granted to the Trustees, the Trustees shall perform all acts within their authority for the exclusive purpose of providing benefits for the Public Employers, and shall perform such acts with the care, skill, prudence and diligence in the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. SECTION 5.2. Liability. The Trustees shall not be liable for any mistake of judgment or other action taken in good faith, and for any action taken or omitted in reliance in good faith upon the books of account or other records of the Retirement Trust, upon the opinion of counsel, or upon reports made to the Retirement Trust by any of its officers, employees or agents or by the Investment Adviser or any sub- investment adviser, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees of the Retirement Trust. The Trustees shall also not be liable for any loss sustained by the Trust Property by reason of any investment made in good faith and in accordance with the standard of care set forth in Section 5.1. SECTION 7.1. Withdrawal. A Public Employer may, at anytime, with- draw from this Retirement Trust by delivering to the Board of Trustees a statement to that effect. The withdrawing Public Employer's beneficial interest in the Retirement Trust shall be paid out to the Public Employer or to the Trustee of the Employer Trust, as appropriate. SECTION 7.2. Duration. The Retirement Trust shall continue until terminated by the vote of a majority of the Public Employers, each casting one vote. Upon termination, all of the Trust Property shall be paid out to the Public Employers orthe Trustees of the Employer Trusts, as appropriate. SECTION 7.3. Amendment. The Retirement Trust may be amended by the vote of a majority of the Public Employers, each casting one vote. SECTION 7.4. Procedure. A resolution to terminate or amend the Retirement Trust or to remove a Trustee shall be submitted to a vote of the Public Employers if: (a) a majority of the Trustees so direct, or (b) a petition requesting a vote, signed by not less than 25% of the Public Employers, is submitted to the Trustees. ARTICLE VIII. Miscellaneous SECTION 8.1. Governing Law. Except as otherwise required by state or local law, this Declaration of Trust and the Retirement Trust hereby created shall be construed and regulated by the laws of the District of Columbia. SECTION 8.2. Counterparts. This Declaration may be executed by the Public Employers and Trustees in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. AMENDMENT TO THE DECLARATION OF TRUST (APPENDIX B) Approved by ICMA Retirement Trust members, November 30, 1983 ARTICLE VIII. Miscellaneous SECTION 8.3. Notwithstanding any other provision of this Declaration of Trust, until December 31, 1984, unless such period is extended by the Trustees, the Trust Property may include amounts held by the Retirement Trust on behalf of public employers that have not executed the Declaration of Trust. 4/84 0 • TRUST AGREEMENT WITH THE ICMA RETIREMENT CORPORATION AGREEMENT made by and between the Employer named in the attached resolution and the International City Management Association Retirement Corporation (hereinafter the "Trustee" or "Retirement Corporation"), a nonprofit corporation organized and existing under the laws of the State of Delaware, for the purpose of investing and otherwise administering the funds set aside by Employers in connection with deferred compensation plans established under section 457 of the Internal Revenue Code of 1954 (the" Code"). This Agreement shall take effect upon acceptance by the Trustee of its appointment by the Employer to serve as Trustee in accordance herewith as set forth in the attached resolution. WHEREAS, the Employer has established adeferred compensation plan under section 457 of the Code (the "Plan"); WHEREAS, in order that there will be sufficient funds available to discharge the Employer's contractual obligations under the Plan, the Employer desires to set aside periodically amounts equal to the amount of compensation deferred; WHEREAS, the funds set aside, together with any and all assets derived from the investment thereof, are to be exclusively within the dominion, control, and ownership of the Employer, and subject to the Employer's absolute right of withdrawal, no employees having any interest whatsoever therein; NOW, THEREFORE, this Agreement witnesseth that (a) the Employer will pay monies to the Trustee to be placed in deferred compensation accounts for the Employer; (b) the Trustee covenants that it will hold said sums, and any other funds which it may receive hereunder, in trust for the uses and purposes and upon the terms and conditions hereinafter stated, and (c) the parties hereto agree as follows- ARTICLE I. General Duties of the Parties. Section 1.1 General Duty of the Employer. The Employer shall make regular periodic payments equal to the amounts of its employees' compensation which are deferred in accordance with the terms and conditions of the Plan to the extent that such amounts are to be invested under the Trust Section 1 2 General Duties of the Trustee. The Trustee shall hold all funds received by it hereunder, which, together with the income therefrom, shall constitute the Trust Funds. It shall administer the Trust Funds, collect the income thereof, and make payments therefrom, all as hereinafter provided. The Trustee shall also hold all Trust Funds which are transferred to it as successor Trustee by the Employer from existing deferred compensation arrangements with its Employees under plans described in section 457 of the Code. Such Trust Funds shall be subject to all of the terms and provisions of this Agreement. ARTICLE II. Powers and Duties of the Trustee in Investment, Administration, and Disbursement of the Trust Funds. Section 2.1. Investment Powers and Duties of the Trustee. The Trustee shall have the power to invest and reinvest the principal and income of the Trust Funds and keep the Trust Funds invested, without distinction between principal and income, in securities or in other property, real or personal, wherever situated, including, but not limited to, stocks, common or preferred, bonds, retirement annuity and insurance policies, mortgages, and other evidences of indebtedness or ownership, investment companies, common or group trust funds, or separate and different types of funds (including equity, fixed income) which fulfill requirements of state and local governmental laws, APPENDIX C provided, however, that the Employer may direct investment by the Trustee among available investment alternatives in such proportions as the Employer authorizes in connection with its deferred compensation agreements with its employees. For these purposes, these Trust Funds may be commingled with Trust Funds set aside by other Employers pursuant to the terms of the ICMA Retirement Trust. Investment powers vested in the Trustee by the Section may be delegated by the Trustee to any bank, insurance or trust company, or any investment advisor, manager or agent selected by it. Section 2.2. Administrative Powers of the Trustee. The Trustee shall have the power in its discretion: (a) To purchase, or subscribe for, any securities or other property and to retain the same in trust. (b) To sell, exchange, convey, transfer or otherwise dispose of any securities or other property held by it, by private contract, or at public auction. No person dealing with the Trustee shall be bound to see the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition. (c) To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights, or other options, and to make any payments incidental thereto; to oppose, or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Trust Funds. (d) To cause any securities or other property held as part of the Trust Funds to be registered in its own name, and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments area part of the Trust Funds. (e) To borrow or raise money for the purpose of the Trust in such amount, and upon such terms and conditions, as the Trustee shall deem advisable; and, for any sum so borrowed, to issue its promissory note as Trustee, and to secure the repayment thereof by pledging all, or any part, of the Trust Funds No person lending money to the Trustee shall be bound to seethe application of the money lent or to inquire into its validity, expediency or propriety of any such borrowing. (f) To keep such portion of the Trust Funds in cash or cash balances as the Trustee, from time to time, may deem to be in the best interest of the Trust created hereby, without liability for interest thereon. (g) To accept and retain for such time as it may deem advisable any securities or other property received or acquired by it as Trustee hereunder, whether or not such securities or other property would normally be purchased as investment hereunder. (h) To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted. (i) To settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Trust Funds; to commence or defend suits or legal or administrative proceedings; and to represent the Trust Funds in all suits and legal and administrative proceedings. (j) To do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust Funds and to carry out the purposes of this Trust. Section 2.3. Distributions from the Trust Funds. The Employer hereby appoints the Trustee as its agent for the purpose of making distributions from the Trust Funds. In this regard the terms and conditions set forth in the Plan are to guide and control the Trustee's power. Section 2.4. Valuation of Trust Funds. At least once a year as of Valuation Dates designated by the Trustee, the Trustee shall determine the value of the Trust Funds. Assets of the Trust Funds shall be valued at their market values at the close of business on the Valuation Date, or, in the absence of readily ascertainable market values as the Trustee shall determine, in accordance with methods consistently followed and uniformly applied. ARTICLE III. For Protection of Trustee. Section 3.1. Evidence of Action by Employer. The Trustee may rely upon any certificate, notice or direction purporting to have been signed on behalf of the Employer which the Trustee believes to have been signed by aduly designated official of the Employer. No communication shall be binding upon any of the Trust Funds or Trustee until they are received by the Trustee. Section 3.2. Advice of Counsel. The Trustee may consult with any legal counsel with respect to the construction of this Agreement, its duties hereunder, or any act, which it proposes to take or omit, and shall not be liable for any action taken or omitted in good faith pursuant to such advice. Section 3.3. Miscellaneous. The Trustee shall use ordinary care and reasonable diligence, but shall not be liableforany mistake of judgment or other action taken in good faith. The Trustee shat l not be liable for any loss sustained by the Trust Funds by reasons of any investment made in good faith and in accordance with the provisions of this Agreement. The Trustee's duties and obligations shall be limited to those expressly imposed upon it by this Agreement. ARTICLE IV. Taxes, Expenses and Compensation of Trustee. Section 4.1. Taxes. The Trustee shall deduct from and charge against the Trust Funds any taxes on the Trust Funds or the income thereof or which the Trustee is required to pay with respect to the interest of any person therein. Section 4.2. Expenses. The Trustee shall deduct from and charge against the Trust Funds all reasonable expenses incurred by the Trustee in the administration of the Trust Funds, including counsel, agency, investment advisory, and other necessary fees. ARTICLE V. Settlement of Accounts. The Trustee shat I keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions hereunder. Within ninety (90) days after the close of each fiscal year, the Trustee shall render in duplicate to the Employer an account of its acts and transactions as Trustee hereunder. If any part of the Trust Fund shall be invested through the medium ofany common, collective or commingled Trust Funds, the last annual report of such Trust Funds shall be submitted with and incorporated in the account. If within ninety (90) days after the mailing of the account or any amended account the Employer has not filed with the Trustee notice of any objection to any act or transaction of the Trustee, the account or amended account shall become an account stated. If any objection has been filed, and if the Employer is satisfied that itshould be withdrawn or if the account is adjusted to the Employer's satisfaction, the Employer shall in writing filed with the Trustee signify approval of the account and it shall become an account stated. When an account becomes an account stated, such account shall be finally settled, and the Trustee shall be completely discharged and released, as if such account had been settled and allowed by a judgment or decree of a court of competent jurisdiction in an action or proceeding in which the Trustee and the Employer were parties. The Trustee shall have the right to apply at any time to a court of competent jurisdiction for the judicial settlement of its account. ARTICLE VI. Resignation and Removal of Trustee. Section 6.1. Resignation of Trustee. The Trustee may resign at any time by filing with the Employer its written resignation. Such resignation shall take effect sixty (60) days from the date of such filing and upon appointment of a successor pursuant to Section 6.3., whichever shall first occur. Section 6 2. Removal of Trustee. The Employer may remove the Trustee at any time by delivering to the Trustee a written notice of its removal and an appointment of a successor pursuant to Section 6.3. Such removal shall not take effect prior to sixty (60) days from such delivery unless the Trustee agrees to an earlier effective date. Section 6.3. Appointment of Successor Trustee. The appointment of a successor to the Trustee shall take effect upon the delivery to the Trustee of (a) an instrument in writing executed by the Employer appointing such successor, and exonerating such successor from liability for the acts and omissions of its predecessor, and (b) an acceptance in writing, executed by such successor. All of the provisions set forth herein with respect to the Trustee shall relate to each successor with the same force and effect as if such successor had been originally named as Trustee hereunder. If a successor is not appointed with sixty (60) days after the Trustee gives notice of its resignation pursuant to Section 6.1., the Trustee may apply to any court of competent jurisdiction for appointment of a successor. Section 6.4. Transfer of Funds to Successor. Upon the resignation or removal of the Trustee and appointment of a successor, and after the final account of the Trustee has been properly settled, the Trustee shall transfer and deliver any of the Trust Funds involved to such successor. ARTICLE VII. Duration and Revocation of Trust Agreement. Section 7.1. Duration and Revocation. This Trust shall continue for such time as may be necessary to accomplish the purpose for which it was created but may be terminated or revoked at any time by the Employer as it relates to any and/or all related participating Employees. Written notice of such termination or revocation shall be given to the Trustee by the Employer. Upon termination or revocation of the Trust, all of the assets thereof shall return to and revert to the Employer. Termination of this Trust shall not, however, relieve the Employerof the Employer's continuing obligation to pay deferred compensation to Employees in accordance with the terms of the Plan. Section7.2. Amendment. The Employer shall have the right to amend this Agreement in whole and in part but only with the Trustee's written consent. Any such amendment shal I become effective upon (a) delivery to the Trustee of a written instrument of amendment, and (b) the endorsement by the Trustee on such instrument of its consent thereto. ARTICLE Vlll. Miscellaneous. Section 8.1. Laws of the District of Columbia to Govern. This Agreement and the Trust hereby created shall be construed and regulated by the laws of the District of Columbia. Section 8.2. Successor Employers. The "Employer" shall include any person who succeeds the Employer and who thereby becomes subject to the obligations of the Employer under the Plan. Section 8.3. Withdrawals. The Employer may, at any time, and from time to time, withdraw a portion or all of Trust Funds created by this Agreement. Section 8.4. Gender and Number. The masculine includes the feminine and the singular includes the plural unless the context requires another meaning. 2 RESOLUTION NO. -8.5.-3 TOWN OF AVON WHEREAS: PPL Development Corporation, a California Corporation, having its principal office at 100 West Beaver Creek Boulevard, Avon, Colorado, 81620, is the owner of all unsold condominium units in Peregrine Village at Avon; WHEREAS: PPL Development Corporation has applied to the Town of Avon for approval of a special review use to expand the use of condominium units in Peregrine Village to permit time-sharing use, which use shall extend to all units of Peregrine Village owned by PPL Development Corporation as of the date of this Resolution which units number approximately One Hundred Three' (103), as more specifically described in the Subdivision Agreement submitted 'to the Town of Avon by PPL Development Corporation, and in addition which use shall extend to all units currently owned by persons or entities other than _PPL Development Corporation, provided said persons or entities join in the Subdivision Agreement submitted to the Town of Avon by PPL Development Corporation.; WHEREAS: PPL Development Corporation has submitted to the Town of Avon a Subdivision Agreement describing the time-sharing program and setting forth certain terms and conditions 'under which the time-sharing program will operate, .which terms and conditions shall be binding upon PPL Development Corporation, any time-share developer, and any other owner later joining in said Subdivision Agreement; WHEREAS: The Subdivision Agreement submitted to the Town of Avon by PPL Development Corporation provides for the owners of units in Peregrine Village who purchased their units prior to the request of PPL Development Corporation for approval of a time-sharing subdivision to also have their units approved for time-sharing in the event said owners join in the Subdivision Agreement; and WHEREAS: PPL Development Corporation has complied with the requirements of the Avon Muncicpal Code for a special review use for time-sharing at Peregrine Village at Avon; and WHEREAS: PPL Development Corporation has submitted to the Town of Avon a First Amended Plat and Subdivision Agreement which would authorize with approval by ,the Town of Avon the use of time-sharing in the condominium units in Peregrine Village at Avon. THEREFORE, BE IT HEREBY RESOLVED BY THE Town Council of the Town of Avon, Colorado, that: 1. A special review use for a deeded time-sharing program is hereby approved for the condominium units in the Peregrine Village at Avon, and this special review use is extended to all condominium units in Peregrine Village at Avon, provided (1) that such approval shall be effective upon the signing of the Subdivision Agreement by the Town of Avon, the owner of any unit or units whose time-sharing is being approved, and the time-sharing developer,-(2) that such use shall be in accordance with the terms and provisions of the Subdivision Agreement executed -by PPL Development Corporation and the Town of Avon which shall be 'enforceable as a condition of the special review use, and (3) that such, use shall extend to those units not owned by PPL Development Corporation only upon the joinder of the owners of such units in the Subdivision Agreement entered into by PPL Development Corporation, the Town of Avon, and the time-sharing developer. 2. The Town Council of the Town of Avon, Colorado, hereby approves the First Amended Plat of Peregrine Village' at Avon and the Subdivision Agreement and authorizes the Mayor and Town Clerk of the Town of Avon, Colorado, to execute on behalf of the Town the First'Amended Plat and the Subdivision Agreement: INTRODUCED, READ AND APPROVED THIS day of February, 1985 TOWN OF AVON, COLORADO By: MAYOR ATTEST: TOWN CLERK REVISED EXHIBIT "A! I PEREGRINE VILLAGE RESORT TIMESHARE OPERATING BUDGET ONE BEDROOM 1/52 UNIT WHOLE UNIT 1/52 UNIT WHOLE UNIT PER MONTH PER MONTH PER YEAR PER YEAR FIXED COST: SEE ATTACHED SCHEDULE FOR BREAKDOWN BY UNIT TYPE. OPERATING COSTS: MAID SERVICE $ 2.10 $ 109.20 $ 25.20 $ 1,310.40 MAJOR CLEAN UP .50 26.00 6.00 312.00 GENERAL REPAIRS .50 26.00 6.00 312.00 DESK SERVICES .35 18.20 4.20 218.40 ELECTRICITY 1.85 96.20 22.20 1,154.40 INSURANCE .33 17.16 3.96 205.92 MINOR REPLACEMENTS - .15 7.80 1.80 93.60 SUBTOTAL $ 5.78 $ 300.56 - $ 69.36 $ 37606.72 ADMINISTRATIVE: MANAGEMENT FEE $ 2.75 $ 143.00 $ 33.00 $ 1,716.00 NEWSLETTER .25 13.00 3.00 156.00 ACCOUNTING .75 39.00 9.00 468.00 RESERVATION .25 13.00 3.00 156.00 OFFICE .25 13.00 3.00 156.00 SUBTOTAL $ - 4.25. $ 221.00 $ - 51.00 $ 2,652.00 RESERVE: CARPETS $ .35 $ 18.20 $ 4.20 $ 218.40 DISHWASHER .06 3.12 .72 37.44 REFRIGERATOR .09 4.68 1.08 56.16 RANGE & OVEN .08 4.16 .96 49.92 WASHER & DRYER .17 8.84 2.04 106.08 FURNITURE PACKAGE 1.19 61.8£ 14.28 742.56 HOT WATER HEATER - .05 - 2.60 .60 31.20 SUBTOTAL - $ 1.99 $ 103.48 - $ 23.88 $ 1,241.76 RECREATION FEE $ .52 $ 27.04 $ 6.24 $ 324.48 OPERATING CONTINGENCY 3% .30 15.60 3.60 187.20 SUBTOTAL $ .82 $ 42.64 - $ 9.84 $ 511.68 TOTAL - $ 12.84 - $ 667.68 - $ 154.08 $ 8,012.16 GAMG 1/85 PEREGRINE VILLAGE RESORT TIMESHARE OPERATING BUDGET TWO BEDROOM- 1/52 UNIT WHOLE UNIT 1 /52 UNIT WHOLE UNIT PER MONTH PER MONTH P ER YEAR PER YEAR-. FIXED COST: SEE ATTACHED SCHED ULE FOR BREA KDOWN BY UNIT TYPE. OPERATING COSTS: MAID SERVICE $ 2.25 $ 117.00 $ 27.00 $ 1,404.00 MAJOR CLEAN UP .50 26.00 6.00 512.00 GENERAL REPAIRS .50 26.00 6.00 312,00 DESK SERVICES .35 18.20 4.20 -218.40 ELECTRICITY 2.00 104.00 24.00 1,248i,00 INSURANCE .35 18.20 4.20 218:40 MINOR.REPLACEMENTS .15 7.80 1.80 93.60 SUBTOTAL $ 6.10 $ 317.20 - $ 73.20 $ 3,806.40 ADMINISTRATIVE: , MANAGEMENT FEE $ 2.75 $ 143.00 $ 33.00 $ 1,716.00 NEWSLETTER .25 13.00 3.00 156.00 ACCOUNTING .75 39.00 9.00 468.00 RESERVATION .25 13.00 3.00 156.00 OFFICE .25 13.60 - - 3.00 156.00 SUBTOTAL" $ 4.25 $ - - 221.00 - $ 51.00 $ 2,652.00 RESERVE: CARPETS $ .53 $ 27.56 $ 6.36 $ 330.72 DISHWASHER .06 3.12 .72 37.44 REFRIGERATOR .09 4.68 1.08 56.16 RANGE & OVEN .08 4.16 .96 49.92 WASHER & DRYER .17 8.84 2.04 106.08 FURNITURE PACKAGE 1.47 76.44 17.64 917.28 HOT.WATER HEATER .05 2.60 .60 31.20 SUBTOTAL $ 2.45 $ 127.40 - $ 29.40 $ 1,528.80 RECREATION FEE $ .52 $ 27.04 $ 6.24 $ 324.43 OPERATING CONTINGENCY 3% .31 16.12 - 3.72 - 193.44 SUBTOTAL $ .83 $ - 43.16 - $ 9.96 $ 517.92 - TOTAL $ 13.63 $ 708.76 $ 163.56 $ 8,565.12 GAMG 1/85 PEREGRINE VILLAGE RESORT TIMESHARE OPERATING BUDGET THREE BEDROOM L 1/52 UNIT ' WHOLE UNIT 1/52_ UNIT WHOLE UNIT PER MONTH PER MONTH PER YEAR PER YEAR FIXED COST: SE E ATTACHED SC HE DULE FOR BR EA KDOWN BY UN IT TYPE. OPERATING COSTS: MAID SERVICE $ 2.50 $ 150.00 $ 30.00 $ 1,560.00 MAJOR CLEAN UP .65 33.80 7.80 405.60 GENERAL REPAIRS .50 26.00 6.00 312.00 DESK SERVICES .35 18.20 4.20 218.40 ELECTRICITY 2.15 111.80 25.80 1,341.60 INSURANCE .38 19.76 4.56 237.12 MINOR REPLACEMENTS .15 7.80 1.80 93.60- SUBTOTAL $ 6.68 $ 347.36 $ 80.16 $ 47168.32 ADMINISTRATIVE: MANAGEMENT FEE $ 2.75 $ 143.00 $ 33.00 $ 1,716.00 NEWSLETTER .25 13.00 3.00 156.00 ACCOUNTING .75 39.00 9.00 468.00 RESERVATION .25 13.00 3.00 156.00 OFFICE .25 13.00 3.00 156.00 SUBTOTAL $ 4.25 $ 221.00 $ 51.00 $ 2,652.00 RESERVE: CARPETS $ .80 $ 41.60 $ 9.60 $ 499.20 DISHWASHER .06 3.12 .72 37.44 REFRIGERATOR .09 4.68 1.08 56.16 RANGE & OVEN .08 4.16 .96 49.92 WASHER & DRYER .17 8.8-14 2.04 106.03 FURNITURE PACKAGE 1.93 100.36 23.16 1,204.32 HOT WATER HEATER - .08 4.16 .96 49.92 SUBTOTAL - - ' 3.21 $ 166.92 $ 38.52 $ 2,003.04 RECREATION FEE $ .52 $ 27.04 $ 6.24 $ 324.48 OPERATING CONTINGENCY 3% .33 17.16 3.96 205.92 SUBTOTAL $ .85 $ 44.20 $ 10.20 $ 530.40 TOTAL $ 14.99 $ 779.48 $ 179.88 $ 9,353.76 GAMG 1/85 PEREGRINE VILLAGE OPERATING BUDGET UNIT TYPE A FIXED COST: ASSOCIATION DUES PROPERTY TAX B C I D OPERATING BUDGET TOTAL ASSESMENT FIXED COST: ASSOCIATION DUES PROPERTY TAX OPERATING BUDGET r TOTAL ASSESMENT FIXED COST: ASSOCIATION DUES PROPERTY TAX OPERATING BUDGET TOTAL ASSESSMENT FIXED COST: ASSOCIATION DUES PROPERTY TAX OPERATING BUDGET TOTAL ASSESMENT 1/52 UNIT WHOLE UNIT PER MONTH PER MONTH $ 3.25 $ 169.00 1.28 66.56 4.53 235.56 12.54 667.68 $ 17.37 $ 903.24 $ 4.62 $ 240.24 1.82 94.64 6.44 334.88 13.63 708.76 $ 20.07 $ 1,043.64 $ 4.88 $ 253.76 1.93 100.;36 6.81 354.12 13.63 708:76 $ 20.44 $ 1,062.88 $ 6.23 $ 323.96 2.34 121.68 8.57 445.64 14.99 779.48 $ 23.56 $ 1,225.12 1/52 UNIT PER YEAR WHOLE UNIT PER YEAR $ 39.00 $ 2,028.00 15.36 798.72 54.36 2., 826.72 154.0; 8,012.16 $ 2088.44 $ 10,888.38 $ 55.44 $ 2, 882.38 21.84 1,135.68 77.28 47018.56 163..56 8.505.12 $ 240.84 $ 12,523.68 $ 58.56 $ 3,045.12 23.16 17204.32 81.72 4,249.44 16:3:56 8,505.12 $ 245.28 $ 12,754.56 $ 74.76 $ 3,887.52 28.08 1,460.16 102.84 5, 347.6° 179.88 9,353.76 $ 282.72 $ 14,701.44 r' PEREGRINE VILLAGE OPERATING BUDGET UNIT 1/52 UNIT WHOLE UNIT 1/52 UNIT WHOLE UNIT TYPE PER MONTH PER MONTH PER YEAR PER YEAR E FIXED COST: ASSOCIATION DUES $ 4.58 $ 238.16 $ 54.96 $ 2,557.92 PROPERTY TAX 1.68 87.36 20.16 17048.32 = 6.26 325.52 75.12 - 3,906.24 OPERATING BUDGET 13.63 708.76 163.56 8,505.12 TOTAL ASSESMENT $ 19.89 $ 17034.28 $ 238.68 $ 127411.36 F FIXED COST: ASSOCIATION DUES $ 6.63 $ 344.76 $ 79.56 $ 4,137.12 PROPERTY TAX 2.50 130.00 30.00 1,560.00 9.13 474.76 109.56 5, 697.12 OPERATING BUDGET 14.99 779.48 179.88 9,353.76 - TOTAL ASSESMENT $ 24.12 $ 17254.24 $ 289.44 $ 15,050.88 G FIXED COST: ASSOCIATION DUES $ 6.17 $ 320.84 $ 74.04 $ 31850.08 PROPERTY TAX 2.32 120.64 27.84 17447.68 8.49 441.48 101.88 5,297.76 OPERATING BUDGET 14.99 779.48 - 179.88 9,353.76 ,TOTAL ASSESSMENT $ 23.48 $ 1,220.96 $ 281.76 $ 14,651.52 SUBDIVISION AGREEMENT THIS SUBDIVISION AGREEMENT, is made and entered into this day of February, 1985, by and between PPL Development Corporation, a California Corporation, having its principal office at 100 West Beaver Creek Boulevard; Avon, Colorado 81620, (hereinafter sometimes referred to as "PPL", land the TOWN OF AVON, COLORADO, (hereinafter sometimes referred to as "Town of Avon").-. RECITALS: WHEREAS: PPL is the owner of all units in Peregrine Village, which units amount to One Hundred and Three (103) in number. Peregrine Village is a condominium facility located on Lot 63, Block 2, Avon, Colorado. Lot 63, a resubdivision of lots 62,63,64 Block 2, Amendment No. 4, Benchmark at Beaver Creek, official Town Plat, Town of Avon, Eagle County, Colorado according to the Plat thereof recorded April 21, 1981, Book 321 at Page 910 of the Eagle County Records and containing 3.22 acres, more or less. WHEREAS: The Town Council of the Town of Avon and the Design Review Board of the Town of Avon have approved a special review use-for time-sharing for Peregrine Village; WHEREAS: The Town Council of the Town of Avon has approved the First Amended Plat of Peregrine Village pursuant to the provisions of Section 16.24.030 Avon Municipal Code; and WHEREAS: PPL and the Town of Avon have entered into this Subdivision Agreement pursuant to the provisions of Section 16.24.140 (F) Avon Municipal Code. W I T N E S S E T H: NOW THEREFORE, in consideration of the mutual promises and covenants of PPL and the Town of Avon, PPL and the Town of Avon hereby agree as follows: 1. Time-Sharing Subdivision. The Town of Avon by and through its Town Council has approved a time-sharing subdivision of the one hundred and three (103) condominium units included in Peregrine Village pursuant to Section 16.36 Avon Municipal Code. That the provisions of this Subdivision Agreement shall govern and control the sale and use of all time-sharing units in Peregrine Village, in addition to the terms and provisons of the Condominium Declaration for Peregrine Village, the Articles of Incorporation and Bylaws of Peregrine Village Owners Association, Inc., and the Colorado Statutes governing the use and sale of time-sharing-units. 2. Marketing of Time-Sharing Units. a. "Time-Sharing Unit" shall be defined as that term is used in Section 16.28.230 Avon Municipal Code, and shall specifically include an undivided interest in a condominium unit in Peregrine Village whereby said undivided interest includes a deeded interest in a condominium unit whereby the Grantee also is entitled to the right to use said condominium unit for a period of seven (7) consecutive days. b. PPL warrants and represents that all 'time-sharing units will be sold or marketed by PPL or a time-sharing developer in accordance with all rules and regulations of the Colorado Real Estate Commission, and all applicable rules or regulations of real estate commissions having jurisdiction in any state where a sale of a time-sharing unit in the Peregrine Village occurs. All salespersons selling time-sharing units in Peregrine Village shall be employees of PPL Development, the time-share developer or licensed real estate brokers or salesperson properly licensed in the state in which the sale of any time-sharing unit occurs. All initial time-sharing sales made within the Town of Avon, Colorado, shall be conducted and closed through a real estate broker licensed by the Colorado Real Estate Commission. c. No on-street solicitation shall be used in any marketing, program related to the sale of the time-sharing units in Peregrine Village. 3. Recreational Facilities, Amenities, Services, and Fees. a. The following recreational facilities and services are currently provided at or through Peregrine Village, and it is the intention of PPL that these facilities and services will continue to be provided: - One 8.5 foot Octagon Spa - One Swimming Pool 12' x 20' with Swim Jet - One Sauna - One Steam Room - Mens Locker Room with Restrooms - Womens Locker Room with Restrooms - Weight Room - Common Lounge with Fireplace - Meeting Room with Wet Bar - Public Restrooms - Cablevision - Meeting Facilities b. Space in Peregrine Village lobby has been allocated for and the management company of Peregrine Village has agreed to provide, personnel to staff an excursion/reservation service. Such a service will provide information about, reservations for, and arrange transportation to all recreational amenities in the (2) general area including but not limited to rafting trips, dinner reservations, tickets for various performances, riding stables, et cetera. The excursion/reservation service should be fully operational as of the beginning of the 1985-86 Summer Season. This excursion/reservation service could, in the future, be handled by a private company and its service made available to the general public. C. Space is available in Peregrine Village Mall and lobby which can be used by private parties as booths to promote or display special services or merchandise. d. PPL and the Town of Avon acknowledge that it is desirable that recreational and transportation amenities in addition to those currently or to be provided at Peregrine Village also be made available to time-share users and their guests. Because it does not appear physically possible to add substantial additional amenities to Peregrine Village facility, PPL and the Town of Avon agree that funds should be provided which can assist the Town of Avon in the construction, maintenance, and servicing of recreational or transportation facilities and amenities within the Town of Avon,which can be made available to time-share users along with the general public., For the purpose of accomplishing this PPL and the Town of Avon agree as follows: e. The time-share developer shall agree that a payment of one-fourth (1/4) of one (1%) percent of the sales price of each time-share unit shall be paid to. the Town of Avon, upon closing the sale of each interest in a time-share unit. These funds shall be used by the Town of Avon for the purpose of constructing, maintaining, and servicing recreational and transportation facilities and amenities in the-Town of Avon and/or for any other similar or related use. The recreational amenities or transportation services to be provided by the Town of Avon in addition to being available to the general public shall also be made available to time-share users and their guests in Peregrine Village on the same basis as they are made available to one (1%) percent of the sales price described above shall be in addition to payment of any and all transfer tax due upon the sale of each time-sharing unit. f. Because it is anticipated that time-share users and their guests at Peregrine Village may make use of recreational amenities provided by the Town of Avon, all time-share unit owners in Peregrine Village shall pay a recreational amenities fee to be collected by the management company of Peregrine Village from each time-share unit owner and disbursed by Peregrine Village management company to the Town of Avon. This recreational amenities fee shall be determined $ per week per year of sold time-share units. All such recreational amenities fees received by the Town of Avon shall be used by the Town of Avon for the construction, maintenance and servicing of -recreational or transportation facilities and amenities in the Town of Avon, (3) and/or for any other similar or related use. In exchange for the payment of this recreational amenities fee to the Town of Avon by time-share unit owners at Peregrine Village, all such time-share unit owners and their guests shall be able to make use of all Town of Avon recreational and transportation facilities and amenities on the same basis and conditions as any other property owner within the Town of Avon. In lieu of the recreational amenities fee described above, or in addition to the recreational amenities fee described above as determined by the Town of Avon, all time-share unit owners in Peregrine Village shall pay any recreational or assessment tax which may be • levied by further act or ordinance by the Town of Avon in the event the Town of Avon should enact an ordinance providing for a recreational assessment or tax for said Town. 4. Maintenance of Time-Share Units and Common Area Facilities at Peregrine Village. 'It is the intention of PPL on behalf of itself and on behalf of any time-share developer -marketing time-sharing units in Peregrine Village that all time-sharing units and the related general common areas be maintained in a first-class condition at least to the standards of national franchise motels, or to the standards as determined by Peregrine Village Owners Association, Inc., whichever are higher. To assure that this level. of maintenance is achieved, PPL on behalf of itself and on behalf of any time-share developer agrees as follows: a. Time-Sharing Units. In addition to the other normal fees and assessments paid by the owner of each time-sharing unit Peregrine Village, each time-sharing unit owner shall pay a replacement reserve assessment to be held in a special escrow account and to be used for the purpose of replacing as needed all furniture,' 'furnishings, and equipment used within each time-sharing unit. The assessment for this replacement .reserve shall be established in an amount to'assure adequate funding for the replacement of all furniture, furnishings and equipment in each time-sharing unit on an average fifty (50) month cycle. (See Summary of First Year Estimated Budget set forth in Exhibit "A" attached hereto and incorporated herein.) b. General-Common Areas. Because it is believed that initially the general common areas of Peregrine Village may receive more use by time-sharing unit owners, in addition to the other fees and assessments which will be paid by time-sharing unit owners, each time-sharing unit owner shall pay an additional Association fee which shall be used to-maintain the -general common areas of Peregrine Village. (See Exhibit "A" attached hereto and incorporated herein.) 5. Management of Time-Sharing Units. The management of the time-sharing units shall be the responsibility of the management company employed by Peregrine Village Owners Association, Inc. Because the management of a time-sharing unit involves more (4) cost, due to communications with additional owners, scheduling, and other similar related expenses, each time-sharing unit owner shall pay on a prorata basis the additional management fees and costs incurred by the time-sharing units over and above the normal management fee and service fee paid as part of the usual condominum fee or service fee by owners of whole condominum units at Peregrine Village. The additional management fees and service fees shall be determined by the management company employed by Peregrine Village Owners Association, Inc., and shall be assessed to the time-sharing unit owner along with the other normal and regular assessments made to said owner. (See Exhibit "A" attached hereto and incorporated herein.) 6. Disclosure to All Subsequent Purchasers of Peregrine Village. PPL agrees that it shall be disclosed to any and all subsequent purchasers of units in Peregrine Village, specifically including all purchasers of whole condominium units in Peregrine Village, that Peregrine Village has been subdivided into a time-sharing subdivision and that time-sharing units are being sold in Peregrine Village. 7. Compliance with Sections 16. and 16. Avon Municipal Code. The provisions of Sections 16.24.100 and 16.24.110 Avon Municipal Code are not applicable to the time-sharing subdivision described herein or to this Agreement for the reason that no construction of improvements to real estate as described in said sections is anticipated as part of this time-sharing subdivision. 8. Town of Avon' to be held Harmless. PPL on behalf of itself and nn the hphalf of any time-share developer warrants and represents that PPL and the time-share developer shall hold the Town of Avon, its officers, employees, and agents harmless from any and all costs, including attorney's fees, damages and liabilities which may occur or be claimed to occur by reason of any approval or action by said Town, its officers, employees and/or agents related to the approval by the Town of Avon of the time-sharing subdivision at Peregrine Village or approval by said Town of the Amended Plat for Peregrine Village. In order to comply with the requirements of this agreement to hold harmless the Town of Avon, its officers, employees and agents, PPL and any time-share developer marketing time-sharing units at Peregrine Village, reserve the right to purchase- under terms to be mutually agreed upon the condominium units or units of any person bringing a claim for damages and/or liabilities against the Town of Avon, its officers, employees and agents. 9. Compliance with Section 16.36.020 Avon Municipal Code. PPL on behalf of itself and on behalf of any time-share developer marketing time-sharing units at Peregrine Village warrant and represent that the following described information shall be furnished in writing to all prospective purchasers of time-sharing units at Peregrine Village. (5) a. Each prospective purchaser shall be provided with a first year budget, which budget shall include. a description of reserves for maintenance and replacement along with with projected common expenses of each time-share unit. A first year estimated budget is attached hereto and incorporated herein as Exhibit "A". b. Each prospective purchaser will also be provided with a'written statement of any and all services which will be provided with a written statement of any and all services which will be provided by the time-sharing developer either on a one-time or continuing basis. C. Each prospective purchaser will be provided with a description of any liens or encumbrances which may effect the time-share unit purchaser receiving a title insurance commitment for his or her unit. d. Each prospective purchaser will be provided a statement as to the limitation on warranties effecting his or her unit. A description of the Warranty Statement is attached hereto and incorporated herein as Exhibit "B". e: Any earnest money deposit made by a prospective purchaser in connection with the purchase of a time-share unit will be held in a special escrow account until the transaction is closed. f. There will be no restraints or alienation of a time-share unit. Any time-share unit owner may sell, transfer; or convey his or her time-share unit in any manner he or she wishes, subject only, of course, to the provisions of local and state law and the requirements of the Condominium Declaration for Peregrine Village. g. Each prospective purchaser will be provided with a detailed description of the insurance coverage applicable to the time-sharing unit. The existing insurance coverage is as described on Exhibit "C" attached hereto and incorporated herein. h. Each prospective purchaser will be informed as to the extent to which any one time-share unit may be subject to a tax or other lien arising out of claims against or the tax liability of other owners of the same time-share unit or other units. Presently, all taxes assessed against an individual condominium unit at Peregrine Village are paid as part of the Association fee or by escrow with the mortgagee. This practice will continue so that taxes are paid as a part of the Association fee collected by the management company or by escrow with the mortgagee, and then disbursed by the management company or mortgagee to the treasurer of Eagle County, Colorado, and paid on the basis of one (1) payment for each condominium unit. The tax or assessment for each condominium (6) unit will be divided prorata among the time-share unit owners who collectively own any one (1) condominium unit and will be paid along with the Association fee or escrow payment paid by the time-sharing unit owners. i. Time-sharing unit owners at Peregrine Village shall be provided access on a voluntary basis to a program for the exchange of occupancy rights with owners of other time-share units. Presently it is anticipated that Peregrine Village time-sharing program will be affiliated with Resort Condominiums International of Indianapolis, Indiana. The utilization by a time-sharing unit owner of the exchange opportunity through Resort Condominiums International shall be strictly on a voluntary basis. The time-share developer shall pay any and all normal fees paid by a time-share developer for the purpose of including the time-sharing project in the exchange network. Any specific exchange fee paid by the time-sharing unit owner. A copy of the correspondence from Resort Condominiums International to the Town Council of Avon is attached hereto and incorporated herein as Exhibit "D". A breakdown of the fee to be paid by any individual time-sharing unit owner who wishes to exchange his or her unit through the exchange network of Resort Condominiums International is described in Exhibit "A" attached hereto and incorporated herein. j. In the event a time-share developer shall transfer said developer's interest in units at Peregrine Village to any third party or person, the transferee shall assume and be liable for all obligations of the developer. PPL acknowledges and warrants that the terms set forth in this Subdivision Agreement shall-be binding upon any time-share developer and that any contract entered into by PPL with a time-share developer shall provide that said developer is to be bound by the terms and conditions of this Subdivision Agreement. The time-share developer shall be bound by the terms and conditions of this Subdivision Agreement in addition to PPL. Consequently, any transfer of the rights of any such developer shall include an assumption by the transferee of 'all of the obligations of the developer including the obligations set forth and described in this Agreement; and-any such assumption shall be in addition to and shall not relieve PPL from the obligations as set forth in this Subdivision Agreement related to PPL. k. Each and every prospective purchaser of a time-sharing unit at the Peregrine Village shall be given a right-of-rescission to extend to a period of five (5) business days after, the signing of any contract for the purchase of a time-sharing unit at Peregrine Village. This five (5) day right-of-rescission may not be waived. All of the information described in the foregoing paragraph shall be made available (7) in writing to all prospective purchasers of time-sharing units in Peregrine Village. The above information shall be made available to the prospective purchaser prior to the execution by the prospective purchaser, of any contract to purchase a time-sharing unit in Peregrine Village. 11. Effect of Time-Sharing Subdivision on Availability of Long-Term Rental Housing in Town of Avon. Because the existing units 'in Peregrine Village are designed and intended for accommodations in the Town of Avon due to the conversion to time-sharing at Peregrine Village. Any condominium units at Peregrine Village owned or controlled by PPL or the time-share developer shall be placed in the rental program at Peregrine Village until such units are sold to third party purchasers, thus providing the availability for short-term accommodations at Peregrine Village and further providing the Town of Avon with accommodation tax receipts from the rental of such units. 12. Current Owners of Peregrine Village Units Other Than PPL Development and Time-Sharing Developer to Join J n Subdivision Agreement. It is the intention of PPL to identify the time-share developer who shall acquire, develop, and then market units in Peregrine Village now owned by PPL and said developer may also acquire units for development and marketing for other current owners at Peregrine Village. Any such time-share developer shall be bound by the terms and conditions of this Subdivision Agreement and shall join in the execution of this Subdivision Agreement. 13. Recording of this Subdivision Agreement. This Subdivision Agreement shall be recorded in the Clerk and Recorder's Office for the County of Eagle, State of Colorado. 14. All Time-Sharing Units To Be "Accommodation" Units. All time-sharing units in Peregrine Village shall be "accommodation" units as the term "accommodation" is defined in Section 17.08.03 Avon Municipal Code. 15. Amendment of Agreement. This Agreement may be amended by the parties hereto only by a written amendment entered into by all parties and/or signatories to this Agreement. 16. Agreement May Be Signed in Counterpart. For the purpose of expediting the execution or signing of this Agreement, this Agreement may be signed in Counterpart. 17. Separability Clause. If any article, section, subsection, sentence, clause or phrase of this Agreement is for any reason held to be illegal or invalid, such illegality or invalidity shall not affect the validity of the remaining portions of this Agreement. 18. Agreement Binding Upon Successors and Assigns. This Agreement shall be binding upon the parties hereto, their successors and assigns. (8) IN WITNESS WHEREOF, PPL AND THE TOWN OF AVON have executed this Agreement the year and date first above written. PPL DEVELOPMENT CORPORATION By: Kenneth J. Hayes, President Title TOWN OF AVON, COLORADO By: Allan Nottingham, Mayor ATTEST: Patricia J. Doyle Town Clerk (9) STATE OF COLORADO ) COUNTY OF EAGLE ) On 1985, the foregoing Subdivison Agreement was acknowledged before me by Kenneth J. Hayes, President of PPL Development , and said Subdivision Agreement was executed by him. Witness my hand and notarial seal. My Commission Expires: Notary Public Address STATE OF COLORADO ) COUNTY OF EAGLE ) On 1985.the foregoing Subdivison Agreement was acknowledged before me by , Town Clerk of the Town of Avon, and said Subdivision Agreement was eicecuted,or attested to by her. Witness my hand and notarial seal. My Commission Expires: Notary Public Address STATE OF COLORADO ) COUNTY OF EAGLE ) On 1985, the foregoing Subdivison Agreement was acknowledged before me by Mayor of the Town of Avon, Colorado, and said Subdivision Agreement was executed by him. Witness my hand and notarial seal. My Commission Expires: Notary Public Address (10) D1W;T #4 pmt A G IQ App s o-f C on e e g#~ SUBDIVISION AGREEMENr THIS SUBDIVISION AGREEME 'r is made and entered into this day of February, 1985, by and between PPL Development Corporation, a California Corporation, having its principal office at 100 West Beaver Creek Boulevard, Avon, Colorado 131620, (hereinafter sometimes referred to as."PPL"), and the TOWN OF AVON, COLORADO, hereinafter sometimes referred to as "ram of Avon"). RECITAL: WHEREAS: PPL is the owner of all units in Peregrine Village, consisting of both commercial and residential units, which the residential units total One Hundred and Three (103) in runber. Peregrine Village is a condominium facility located on Lot 63, a resubdivision of Lots 62, 63, 64, Block 2, Amendment No. 4, Benchmark at Beaver Creek, Official Town Plat, Town of Avon, Eagle County, Colorado according-to the Plat thereof recorded April 21, 1981, Book 321 at Page 910 of the Eagle County Records and containing 3:22 acres, more or less. WHEREAS: The Town Council of the Town of Avon-has approved the Final Plat and the Amended and Restated Declaration of Condo=iums of Peregrine Village pursuant to the provisions of Section 16.24.030 Avon Municipal Code; and WHEREAS: PPL and the Town of Avon have entered into this Subdivision Agreement pursuant to the provisions of-Section 16.24.140 (F) Avon Municipal Code. WITNESSETH: NOW THEREFORE, in consideration of the mutual promises and covenants of PPL and the Town of Avon, PPL and the Town of Avon hereby agree as follows: 1. Time-Sharing Subdivision. The Town of Avon by and through its Town Council has approved a time-sharing subdivision of the One Hundred and Three (103) residential cond~zi_um units included in Peregrine Village pursuant-to Section 16.36 Avon Municipal Code. The provisions of this Subdivision Agreement shall govern and control the sale and use of all time-sharing units in Peregrine Village, in addition to the terms and provisions of the Amended and Restated Condominium Declaration for Peregrine Village, the Articles of Incorporation and Bylaws of Peregrine Village Owners Association, Inc., and the Colorado Statutes governing the use and sale of time- sharing units. 2. Marketing of Time-Sharing Units. a. 'Time-Sharing Unit" shall be defined as that term usedin Section 16.08.230 Avon Municipal Code, and shall specifically include an undivided interest in -a residential condominium unit in Peregrine Village whereby said undivided interest includes a deeded interest in a residential condominium unit whereby the Grantee also is entitled to the right to use said residential condominium unit for a period of seven (7) consecutive days each year. b. PPL warrants and represents that all timesharing units will be sold or marketed by PPL or an employed time-share marketing company in accordance with all rules and regulations of the Colorado Real Estate Commission, and all applicable rules or regulations of real estate commissions having jurisdiction in any state where efforts to sell time-sharing units in the Peregrine Village occur. All salesperson selling timesharing its in Peregrine Village shall be employees of PPL Development, the tine-share developer,.or licensed real estate brokers or salespersons properly licensed in the state in which efforts to sell time-sharing (2) units occur. All original time-sharing sales made within the Town of Avon, Colorado, shall be conducted and closed through a real estate broker licensed by the Colorado Real Estate Ccmmission. C. o street licitation\ shall be% used in any marketing programs related to the sale of the time-sharing units in Peregrine Village. 3. Recreational Facilities, Amenities, Services, and Fees. a. The following receational facilities and services will be provided at or, through Peregrine Village on or before July 1, 1985 , and it is the intention that these facilities and services will continue to be provided: One Octagon Spa Jacuzzi One Swim Spa with Swim Jet - One Sauna One Steam Room - Mens Locker Room with Restrooms Warrens Locker Room with Restrooms - Weight Roan CCMWn Lounge with Fireplace - Meeting Room with Wet Bar - Public Restrooms - Cablevision - Meeting Facilities b. PPL and the Town of Avon acknowledge that it is desirable that recreational and transportation amenities in addition to those currently or to be provided at Peregrine Village also be made available to time-share users and their guests. Because it does not appear physically possible to add substantial additional amenities to the Peregrine Village facility, PPL and the Town of Avon agree that funds should be provided which can assist the Town of Avon in the construction, maintenance, and servicing of recreational or transportation facilities and amenities within the Town'of Avon which can be made available to time-share users along with the general public. For the purpose of accomplishing this PPL and the Town of Avon agree as follows: (3) 1. The time-share developer shall agree that a payment of one-fourth (1/4) of one percent (lx) of the sales price of each time-share unit shall be paid to the Town of Avon, upon closing the sale of each interest in a time-share unit, including re-sales. These finds shall be used by the Town of Avon for the purpose of constructing, maintaining, and servicing recreational and transportation facilities and amenities in the Town of Avon and/or for any other similar or related use. The recreational unities or transportation services to be provided by the Town of Avon in addition to being available to the general public shall also be made available to time-share users and their guests in Peregrine Village on the same basis as they are made available to any resident of the Town of Avon. This one-fourth (1/4) of one percent (1%) is in addition to any and all other transfer tax due upon the sale of ai~k StA C k -A timeshare unit in the Town of Avon. 2. Because it is anticipated that time-share users and their guests at Peregrine Village may make use of recreational amenities provided by the Town of Avon, all time-share unit owners in Peregrine Village shall pay a recreational amenities fee to be collected by the management company or owners association of Peregrine Village from each time-share unit owner along with any other regular and normal assessments paid by such owner and disbursed by Peregrine Village management company or owners association to the Town of Avon. This recreational amenities fee shall initially MOMM be $6.50 per unit per week per year of sold time-share units. Such Fee may be M050- JOEMIS. C k" i►e.s i n +ke adjusted by the Town of Avon in accordance with the Consumer Price Index, Urban Consumers for Denver, Colorado or in the event such index is not available, then another index deemed comparable by the Town of Avon. All such recreational amenities e" shall be paid to the Town of Avon at least quarterly and such funds received by the Taws of Awn shall be used by the Town of Awn for the construction, maintenance and servicing of recreational or transportation facilities and amenities in the Town of Avon, and/or for any other similiar or related use. (4) {,tlow c j j $6%e e A d or s cce_& qj w4ieT Z 3. Any amounts due for a calendar quarter and not paid within 30 daystshall be assessed a penalty of ten percent (10%) and interest at the rate of eighteen percent (18%) per arm n. In exchange for the payment of this recreational amities fee to the Town of Awn by time-share unit owners at Peregrine Village, all such time-share unit owners and their guests shall be able to make use of all Town of Awn recreational and transportation facilities and amenities on the same basis and conditions as any other property owner within the Town of Awn. The Town of Avon agrees to continue the Public Transportation System,to the state it now institutes. In the event that the Town of Avon elects by Public Hearing and Vote, to discontinue the Public Transportation System, Peregrine Village would no longer be held to participate in the $6.50 per unit per week per year-fee on sold time-share units. 4. Maintenance of Time-Share Units and Common Area Facilities at Peregrine Village. It is the intention of PPL that all time-sharing units and the related general common areas be maintained in a first-class condition. To assure that this level of maintenance :Ls achieved, PPL agrees as follows: a. Time-Sharing Units. In addition to the other normal fees and assessments paid by the owner of each time-sharing unit Peregrine Village, each time-sharing unit owner shall pay a replacement reserve assessment to be held in a special escrow account and to be used for the purpose of replacing as-needed all furniture, furnishing, and equipment used within each time-sharing unit. The assessment for this replacement reserve shall be established in an'amount to assure adequate funding for the replacement of all furniture, furnishings and equipment in each time-sharing unit. (See Summary of First Year Estimated Budget set forth in Exhibit "A' attached hereto and incorporated herein.) (5) 6. Disclosure to All Subsequent Purchasers of Peregrine Village. PPL agrees that-it shall be disclosed to any and all subsequent pre-construction purchasers of units in Peregrine Village, that Peregrine Village has been subdivided into a time-sharing subdivision and the tire-sharing units will be sold in Peregrine Village. 7. Compliance with Section 16.24. 100 and 16-24. 110 Avon Municipal Code. The provisions of Section 16.24.100 and 16.24.110 Avon Mzmicipal Code are not applicable to the time-sharing subdivision described herein or to this Agreenent for the reason that no construction of improvements to real estate as described in said sections is anticipated as part of this time-sharing subdivision. 8. Town of Avon to be held Harmless. PPL shall hold the Town of Avon, its officers, employees, and agents harmless from any and all costs, including attorney's fees,,damages and liabilities which may occur or be claimed to occur by reason of any approval or action by said Town, its officers, employees and/or agents related to the approval by the Town of Avan of the time-sharing subdivision at Peregrine Village or approval by said Town of the Final Plat for Peregrine Village, or any amendments thereto. 9. Compliance with Section 16.36.020 Avon Municipal Code. PPL warrants and represents that the following described information shall be furnished in writing to all prospective purchasers of,time-sharing units at Peregrine Village. a. Each prospective purchaser shall be provided with a first year budget, which budget shall include a description of reserves for maintenance and replacement along with projected common expenses of each time-share init. A first year estimated budget is attached hereto and incorporated herein as Exhibit "A'. b. Each prospective purchaser will also be provided with a written statement of any and all services which will be provided by PPL either on a one-time or continuing basis. (6) c. Each prospective purchaser will be provided with a description of any liens or encumbrances which may effect the time-share unit purchaser receiving a Oh title insurance coAmitmentX his or her unit. d. Each prospective purchaser will be provided a statement as to the Limitation on warranties effecting his or her unit. A description of the Warranty fAAAUaI and intenance Statement Cis attached hereto and incorporated herein as Exhibit "B") e. Any earnest money deposit made by a prospective purchaser in connection with the purchase of a time-share unit will be held in a special escrow account until the transaction is closed and shall be returned to the prospective purchaser in the event closing does not occur by the scheduled or extended closing date., f. There will be no restraints or alienation of a time-share unit. Any t' bare it owner may sell, transfer, or convey his or her time-share unit in any manner he or she wishes, subject only, of course, to the provisions of local and state law and the requirements of the Amended and Restated Condominium Declaration for Peregrine Village. g. Each prospective purchaser will be provided with a detailed description h. Each prospective purchaser will be informed as to the extent to which any one time-share unit may be subject to a tax or other lien arising out of claims against or the tax liability of other owners of the same time-share unit or other ~E units. Presently, all taxes assess against an individual residential condominium, unit at Peregrine Village are paid as part of the Association fee or by escrow with the mortgagee. This practice will continue so that taxes are paid as a part of the Association fee collected by the management company or by escrow with the mortgagee, and then disbursed by the management company or mortgagee to the treasurer of Eagle County, Colorado, and paid on the basis of one (1) payment for each residential condomiiniumm unit. The tax or assessment- for each residential condominium unit will be divided prorata amang the time-share unit owners who collectively own any one (1) residential condominiu n unit and will be paid along with the Association fee or escrow payment paid by the time-sharing unit owners. b9,,Ne_ ,Baumice Ow (7) i. Time-sharing unit owners at Peregrine Village shall be provided access on a voluntary basis to a program for the exchange of occupancy rights with owners of other time-share units. Presently Peregrine Village is affiliated with Resort Condominiums International of Indianapolis, Indiana. The utilization by a time- sharing unit owner of the exchange opportunity through Resort Condominiums International shall be strictly on a voluntary basis. PPL has paid the affiliation fee for the purpose of including the time-sharing project in the exchange network. Any specific exchange fee is to be paid by the time-sharing unit owner. A copy of the correspondence from Resort Condcminiumms International to PPL Development is attached hereto and , incorporated herein as Exhibit X- j. In the event PPL shall transfer said developer's interest in units at Peregrine Village to any third party or person, the transfereeshall assume and be liable for all obligations of the developer. PPL agrees that the terms set forth in this Subdivision Agreement shall be binding upon any contract entered into by PPL with a time-share developer and that contract shall provide that said developer is'to be bound by the terms and-conditions of this-Subdivision Agreement. Consequently, any transfer of the rights of PPL shall include an assumption by the transferee of all of the obligations of the developer including the obligations set forth and described in this Agreement; and any such assumption shall be in addition to and shall not relieve PPL from the obligations as set forth in this Subdivision Agreement related to PPL. ( k. Each and evelprospective'purchaser of a time-sharing unit at the Peregrine Village shall be given a right-of-rescission for a period provided by applicable law in the state in which the sale occurs, for any contract-for the purchase of time-sharing unit at Peregrine Village. This right-of-rescission may not be waived. All of the information described-in the foregoing paragraph shall be made available in writing to all prospective purchasers of time-sharing units in Peregrine Village. The above information shall be made available,to the prospective purchaser prior to the execution by the prospective purchaser of any contract to purchase a time-sharing unlit in Peregrine village. (8) 11. Effect of Time-Sharing Subdivision on Availability of Short-Term Rental Housing in Town of Avon. Because the existing units in Peregrine Village are designed and intended for accommodations in the Town of Avon due to the conversion to time- sharing at Peregrine Village, any residential condominium units at Peregrine Village owned or controlled by PPL shall be placed in the rental program at Peregrine Village until such units are sold to third party purchasers, thus providing the availability for short-term accommodations at Peregrine Village and further providing the Town of Avon with accommodation. tax receipts from the rental of such units. ' 12. Recording of X-S subdivision Agreement. This Subdivision Agreement shall P_ be recorded in the Clerk and Recorder's.Office for the County of Eagle, State of Colorado. 13. Amendment of Agreement. This Agreement may be amended by the parties hereto only by a written amendment entered into by all parties and/or signatories to this Agreement. 14. Agreement May be Signed in Counterpart. For the purpose of expediting the execution or signing of this Agreement, this Agreement may be signed in Counterpart. 15. Separability Clause. If any article, section, subsection,-sentence, clause or phrase of this Agreement is for any reason held to be illegal or invalid, such illegality or invalidity shall not affect the validity of -the remaining portions of this Agreement. 16. Agreement Binding Upon Successors and Assigns. This Agreement shall be binding upon the parties hereto, their successors and assigns, including but not limited to owners association management company responsible for operations at Peregrine Village. (9) PPL DEVELOPMENT CORPORATION January 28, 1985 Patricia Doyle Town Clerk Town of Avon Avon, CO 81620 Dear Ms. Doyle: Enclosed please find a revised copy of the Subdivision Agreement for Peregrine Village Condominiums. Also enclosed is the Amended and Restated Declaration. This replaces the Declaration already submitted. Please place the Subdivision Agreement on the Town Council Agenda for the work session and the evening agenda for February 12, 1985. Also enclosed is the subdivision fee of $1,970.00. If there are any questions in regards to the above, please contact me. Sincerely, Ve D4.a ge Secretary GDG/jb Enclosures P.O. Box 5120 a Avon, CO 81620.949-6666 DRAFT 1/3 SUBDIVISION AGREEMENT THIS SUBDIVISION AGREEMENT is made and entered into this day of February, 1985, by and between PPL Development Corporation, a California Corporation, having its principal office at 100 West Beaver Creek Boulevard, Avon, Colorado 81620, (hereinafter sometimes referred to as "PPL"), and the TOWN OF AVON, COLORADO, hereinafter sometimes referred to as "Town of Avon"). RECITALS: WHEREAS: PPL is the owner of all units in Peregrine Village, consisuing of both commercial and residential units, which the residential units total One Hundred and Three (103) in number. Peregrine Village is a condcminiumn facility located on Lot 63, a resubdivision of Lots 62, 63, 64, Block 2, Amendment No. 4, Benchmark at Beaver Creek, Official Town Plat, Town of Avon, Eagle County, Colorado according to the Plat thereof recorded April 21, 1981, Book 321 at Page 910 of the Eagle County Records and contairdng 3.22 acres, more or less. WHEREAS: The Town Council of the Town of Avon has approved the Final Plat and Amended and Restated Declaration of Condominiums of Peregrine Village pursuant to the provisions of Section 16.24.030 Avon Municipal Code; and WHEREAS: PPL and the Town of Avon have entered into this Subdivision Agreement pursuant to the provisions of Section 16.24.140 (F) Avon Municipal Code. W I T N E S S E T H: NOW THEREFORE, in consideration of the mutual promises and covenants of PPL and the Town of Avon, PPL and the Town of Avon hereby agree as follows: 1. Time-Sharing Subdivision. The Town of Avon by and through its Town Council has approved a time-sharing subdivision of the One Hundred and Three (103) residential condacnin. units included in Peregrine Village pursuant to Section 16.36 Avon Municipal Code. That the provisions of this Subdivision Agreement shall govern and control the sale and use of all time-sharing units in Peregrine Village, in addition to the terms and provisions of the Amended and Restated Condominium Declaration for Peregrine Village, the Articles of Incorporation and Bylaws of Peregrine Village Owners Association, inc., and the Colorado Statutes governing the use and sale of time-sharing units. 2. Marketing of Time-Sharing Units. a. 'Time-Sharing Unit" shall be defined as that term is used in Section 16.28.230 Avon Municipal Code, and shall specifically include an undivided interest in a residential condominium unit in Peregrine Village whereby said undivided interest includes a deeded interest in a residential condominium unit whereby the Grantee also is entitled to the right to use said residential condominium unit for a period of seven (7) consecutive days each year. b. PPL warrants and represents that all timesharing units wll! be sold or marketed by PPL or an employed time-share marketing company in accordance with all rules and regulations of the Colorado Real Estate Commission, and all applicable rules or regulations of real estate commissions having jurisdiction in any state where a sale of a time-sharing unit in the Peregrine Village occurs. All salesperson selling time- sharing units in Peregrine Village shall be employees of PPL Development, the time-share -developer, or licensed real estate brokers or salespersons properly licensed in the state in rich the sale of any time-sharing unit occurs. All original time-sharing sales made within the Town of Avon, Colorado, shall be conducted and closed through a real estate broker licensed by the Colorado Real Estate Commission. (2) 3. Recreational Facilities, Amenities, Services, and Fees. a. The following recreational facilities and services are currently provided at or through Peregrine Village, and it is the intention that these facilities and services will continue to be provided: - One Octagon Spa Jacmzi - One Swim Spa with Swim Jet - One Sat ma - One Steam Room - Mens Locker Room with Restrocros - Wcmens Locker Roan with Restrooms - Weight Room - Common Lounge with Fireplace - Meeting Room with Wet Bar - Public Restrooms - Cablevision - Meeting Facilities b. PPL and the Town of Avon acknowledge that it is desirable that recreational and transportation amenities in addition to those currently or to be provided at Peregrine tillage also be made available to time-share users and their guests. Because :Lt does iot appear physically possible to add substantial additional amenities to the Peregrine tillage facility, PPL and the Town of Awn agree that funds should be provided which an assist the Town of Avon in the construction, maintenance, and servicing of recreational or transportation facilities and amenities within the Town o Avon which an be made available to time-share users along with the general public. For the purpose :)f accomplishing this PPL and the Town of Avon agree as follows: (3) 1. The time-share developer shall agree that a payment of one-fourth (1/4) of one percent (1%) of the sales-price of each time-share unit shall be paid to the Town of Avon, upon closing the sale of each interest in a time-share unit. These finds shall be used by the Town of Avon for the purpose of constructing, maintaining, and servicing recreational and transportation facilities and amenities in the Town of Avon and/or for any other similar or related use. The recreational amenities or transportation services to be provided by the Town of Avon in addition to being available to the general public shall also be made available to time-share users and their guests in Peregrine Village. This one-fourth (1/4) of one percent (1%) is in addition to the existing one percent .(lx) transfer tax to the Town of Avon. . =-_2.' Because it is anticipated that time-share users and their guests at Peregrine Village may make use of recreational amenities provided by the Town of Avon, all t:une- .share.unit awners in Peregrine Village shall pay a recreational amenities fee to be .collected by the management company of Peregrine Village from each time-share unit owner -and disbursed by Peregrine Village management company to the Town of Avon. This recreational amenities fee shall be $ 6.34 per week per year of sold tune-share units. -All such recreational amenities fees received by the Town of Avon shall be used by the Town of Avon for the construction, maintenance and servicing of recreational or transportation facilities and amenities in the Town of Avon, and/or for any other similiar or related use. In exchange for the payment of this recreational amenities fee to the Town of Avon by time-share unit owners at Peregrine Village, all such time- share unit owners and their guests shall be able to make use of all Town of Avon recreational and transportaion facilities and unities on the same basis and conditions as any other property owner within the Town of Avon. The Town of Avon agrees to continue the Public Transportation System to the state it now institutes. In the event that the Town of Avon elects by Public Hearing and Vote, to discontinue the Public Transportation System, Peregrine Village would no longer be held to participate in the $ 6.34 per week per year fee on sold time-share units. (4) 4. Maintenance of Tame-Share Units and Common Area. Facilities at Peregrine Village. It is the intention of PPL that all time-sharing limits and the related general common areas be maintained in a first-class condition. To assure that this level of maintenance is achieved, PPL agrees as follows: a. Time-Sharing Units. In addition to the other normal fees and assessments paid by the owner.of each time-sharing unit Peregrine Village, each time-sharing unit owner shall pay a replacement reserve assessment to be held in a special escrow account and to be used for the purpose of replacing"as needed all furniture, furnishing, and equipment used within each time-sharing unit. The assessment for this replacement reserve shall be established in an amount to assure adequate funding for the replacement of all furniture, furnishings and equipment in each time-sharing unit. (See Summary or First -Year Estimated Budget set forth in Exhibit "A' attached hereto and incorporated herein.) 5. Management of Time-Sharing Units. The management of the time-sharing units shall be the responsibility of the management company employed by Peregrine Village Owners :Association, Inc. The additional management fees and service fees shall be determined by the management comapany employed by Peregrine Village Owners Association, Inc., and shall be assessed to the time-sharing unit owner along with the other normal and regular '.,assessments made by said owner. (See Exhibit "A' attached hereto and incorporated `herein.) 6. Disclosure'to All Subsequent Purchasers of Peregrine Village. PPL agrees that it' shall'be disclosed to any and all subsequent pre-construction purchasers of units in Peregrine Village, that Peregrine Village has been subdivided into a time-sharing .subdivision and the time-sharing units will be sold in Peregrine Village. 7. Compliance with Sections 16.24.100 and 16.24.110 Avon Mmiicipal Code. The .provisions of Section 16.24.100 and 16.24.110 Avon Municipal Code are not applicable to the tine-sharing subdivision described herein or to this Agreement for the reason that no construction of improvements to real estate as described in said sections is anticipated as part of this time-sharing subdivision. (5) 8. Town of Avon to be held Harmless. PPL shall hold the Town or Avon, its officers, employees, and agents harmless from any and all costs, including attorney's fees, damages and liabilities which may occur or be claimed to occur by reason of any approval or action by said Town, its officers, employees and/or agents related to the approval by the Town of Avon of the time-sharing subdivision at Peregrine Village or approval by said Town of the Amended Plat for Peregrine Village. 9. Compliance with Section 16.36.020 Avon Municipal Code. PPL warrants and represents that the following described information shall be furnished in writing to all prospective purchasers of time-sharing units at Peregrine Village. a. Each prospective purchaser shall be provided with a first year budget, which budget shall include a description of reserves for maintenance and replacement along with projected common expenses of each time-share unit. A first year estimated budget is attached hereto and incorporated herein as Exhibit ''A'. b. Each prospective purchaser will also be provided with a written statement of any and all services which will be provided by PPL either on a one-time or continuing basis. c. Each prospective purchaser will be provided with a description of any liens or encumbrances which may effect the time-share unit purchaser receiving a title insurance commitment of his or her unit. d. Each prospective purchaser will be provided a statement as to the limitation on warranties effecting his or her unit. A description of the Warranty Statement is attached hereto and incorporated herein as Exhibit "B". e. Any earnest money deposit made by a prospective purchaser in connection with the purchase of a time-share unit will be held in a special escrow account until the transaction is closed. (6) f. There will be no restraints or alienation of a time-share init. Any time- share unit owner may sell, transfer, or convey his or her time-share tuut in any manner be or she wishes, subject only, of course, to the provisions of local and state law and the requirements of the Condom? n. Declaration for Peregrine Village. g. Each prospective purchaser will be provided with a detailed description of the insurance coverage applicable to the time-sharing unit. The existing insurance coverage is as described in Exhibit "C" attached hereto and incorporated herein. h. Each prospective purchaser will be infomned as to the extent to which any one time-share unit may be subject to a tax or other lien arising out of claims against or the tax liability of other owners of the same time-share unit or other units. Presently;' all taxes assessed against an individual condominium unit at Peregrine Village are paid as part of the Association fee or by escrow with the mortgagee. This practice will continue so that taxes are paid as a part of the Association fee collected by the management company or by escrow with the mortgagee, and then disbursed by the management company or mortgagee to the treasurer of Eagle County, Colorado, and paid on the basis of one (1) payment for each condominium unit. The tax or assessment for each condominium unit will be divided prorata among the time-share unit owners who collectively own any one (1) condominiumm unit and will be paid along with the Association fee or escrow payment paid by the time-sharing unit owners. i. Time-sharing unit owners at Peregrine Village shall be provided access on a voluntary basis to a program for the exchange of occupancy rights with owners of other time-share units. Presently Peregrine Village is affiliated with Resort Condominiums International of Indianapolis, Indiana. The utilization by a time-sharing unit owner of the exchange opportunity throw Resort Condominiums International shall be strictly on a voluntary basis. PPL has paid the affiliation fee for the purpose of including the time-sharing project in the exchange network. Any specific exchange fee is to be paid by the time-sharing unit owner. A copy of the correspondence from Resort Condominiums International to the Town Council of Avon is attached hereto and incorporated herein as Exhibit "D". (7) j. In the event PPL shall transfer said developer's interest in units at Peregrine Village to any third party or person, the transferee shall assume and be liable for all obligations of the developer. PPL agrees that the terms set forth in this Subdivision Agreement shall be binding upon any,contract entered into by PPL with a time-share developer and that contract shall provide that said developer is to be bound by the terms and conditions of this Subdivision Agreement. Consequently, any transfer of the rights of PPL shall include an assumption by the transferee of all of the obligations of the developer including the obligations set forth and described in this Agreement; and any such assumption shall be in addition to and shall not relieve PPL from the obligations as set forth in this Subdivision Agreement related to PPL. k. Each and every prospective purchaser of a time-sharing unit at the Peregrine Village shall be given a right-of-rescission for a period provided by applicable law in the state in which the sale occurs, for any contract for the purchase of a time- sharing unit at Peregrine Village. This right-of-rescission may not be waived. All of the information described in the foregoing paragraph shall be made available in writing to all prospective purchasers of time-sharing units in Peregrine Village. The above information shall be made available to the prospective purchaser prior to the execution by the prospective purchaser of any contract to purchase a time-sharing unit in Peregrine Village. 11. Effect of Time-Sharing Subdivision on Availability of Long-Term Rental Housing in Town of Avon. Because the existing units in Peregrine Village are designed and intended for accommodations In the Town of Avon due to the conversion to time-sharing at Peregrine Village, any residential condc~nin. units at Peregrine Village owned or controlled by PPL shall be placed in the rental program at Peregrine Village until such units are sold to third party purchasers, thus providing the availability for short- term accommodations at Peregrine Village and further providing the Town of Avon with accomnodation tax receipts from the rental of such units. (8) t 12. Recording of this subdivision Agreement. This Subdivision Agreement shall be recorded in the Clerk and Recorder's Office for the County of Eagle, State of Colorado. 13. Amendment of Agreement. This Agreement may be amended by the parties hereto only by a written amendment entered into by all parties and/or signatories to this Agreement. 14. Agreement May be Signed in Counterpart. For the purpose of expediting the execution or signing of this Agreement, this Agreement may be signed in Counterpart. 15. Separability Clause. If any article, section, subsection, sentence, clause or phrase of this Agreement is for any reason held to be illegal or invalid, such illegality or invalidity shall not affect the validity of the remaining portions or this Agreement. 16. Agreement Binding Upon Successors and Assigns. This Agreement shall be binding upon the parties hereto, their successors and assigns. (9) IN WITNESS W4WSOF, PPL AND THE TOWN OF AVON have executed this Agreement the year and date first above written. PPL DEVELOPMENT CORPORATION By: Kenneth J. Hayes (Title) TOWN OF AVON, COLORADO By: Allan Nottingham, Mayor Patricia J. Doyle, Town Clerk (10) STATE OF COLORADO ) OOIJrM OF EAGLE ) On , 1985, the foregoing Subdivision Agreement was acknowledged before me by Kenneth J. Hayes, President, of PPL Development, and said Subdivision Agreement was executed by him. Witness my hand and notarial seal. My Commission Expires: Notary Public Address STATE OF COLORADO ) COUNTY OF EAGLE ) On , 1985, the foregoing Subdivision Agreement was acknowledged before aye by Patricia J. Doyle, Town Clerk of the Town of Avon, and said Subdivision Agreement was executed or attested to by her. Witness my hand and notarial seal. My Commission Expires: Notary Public Address STATE OF COLORADO ) COUNTY OF EAGLE ) On , 1985, the foregoing Subdivision Agreement was acknowledged before me by Allan Nott~n }ham , Mayor of the Town of Avon, Colorado, and said Subdivision agreement was executed by him. Witness my hand and notarial seal. My commission Expires: Notary Public Address (11) PEREGRINE VILLAGE COMMON ELEMENT 1985 OPERATING BUDGET 47 UNITS MONTHLY T07AL RES. COMT4. ADMINISTRATIVE & GENERAL $ 7050 5,736 1,314 HEAT. LIGHT & POWER 6x613 5.742 871 REPAIRS & MAINTENANCE 6s585 5s337 1s248 TOWN MALL DUES 175 -0- 175 TOTAL OPERATING BUDGET $ 20,423 16.815 31,608 APPROX. AVERAGE FEE PER UNIT TYPE: A: B: C: D: E• F• G' RES=RESIDENTIAL COMM=COMMERCIAL 260.00 369.00 391.00 498.00 365.00 530.00 494.00 GAMG 11/84 PEREGRINE VILLAGE 1985 OPERATING BUDGET MONTHLY TOTAL RES. COMM. ADMINISTRATIVE Z GENERAL COST OF LABORS SALARIES Z WAGES $ 3.000 2,250 750 , VACATION PAY -0- -0- -0- PAYROLL TAXES I EMPLOYEE BENEFITS 660 495 165 TOTAL COST OF LABOR $ 3x660 2.745 915 OPERATING EXPENSES: EQUIPMENT RENTAL $ 206 206 -0- TELEPHONE 75 75 -0- OFFICE EXPENSE 75 75 -0- DATA PROCESSING 118 118 -0- MANAGEMENT FEE 1,081 19,081 -0- INSURANCE 950 763 187 PROFESSIONAL FEES 100 75 25 SANK CHARGES-INCL. PAYROLL PROCESSING 35 35 -0- DIRECTORS EXPENSES -0- -0- -0- OTHER EXPENSES 50 38 12 RENT-MANAGER UNIT 700 525 175 TOTAL OPERATING EXPENSES $ 3,390 22991 399 TOTAL DEPARTMENT $ 77050 5x736 1s314 PEREGRINE VILLAGE 1985 OPERATING BUDGET MONTHLY TOTAL RES. COMM. HEAT, LIGHT & POWER OPERATING EXPENSES: ELECTRICITY FUEL ELECTRICIAL BULBS 8 SUPPLIES WATER RUBBISH REMOVAL WASTE REMOVAL MASTER TELEPHONE SYSTEM TOTAL OPERATING EXPENSES $ 1,400 11050 350 350 350 -0- 50 38 12 1,433 1#175 258 550 412 138 630 517 113 2x200 2.200 -0- $ 6.613 5r742 871 REPAIRS & MAINTENANCE COST OF LABOR: SALARIES 8 WAGES VACATION PAY PAYROLL TAXES 8 EMPLOYEE BENEFITS TOTAL COST OF LABOR OPERATING EXPENSES: UNIFORMS EQUIPMENT OUTDOOR SIGNS BUILDING ELECTRICIAL 8 MECHANICAL EOUIPMENT PAINTING 8 DECORATING PEST CONTROL SWIMMING POOL VEHICLE EXPENSE PLUMBING R HEATING GROUNDS 8 LANDSCAPING SECURITY ELEVATOR MAINTENANCE OTHER EXPENSES SNOW REMOVAL FIREWOOD CABLE T.V. TOTAL OPERATING EXPENSES $ 1x400 ir050 350 -0- -0- -0- 308 231 77 $ 1#708 1#281 427 15 11 4 50 38 12 -0- -0- -0- 75 56 19 75 56 19 25 19 6 50 38 12 200 200 -0- 50 38 12 50- 38 12 50 38 12 1 # 50.0 1 r 125 375 850 .663 187 50 38 12 350 211 139 390 390 -0- 1#097 1#097 -0- $ 4#877 .4x056 821 TOTAL DEPARTMENT $ 61585 31,337 1 r 248 PEREGRINE VILLAGE COMMON ELEMENT 1985 OPERATING BUDGET 103 UNITS MONTHLY TOTAL RES. COMM. ADMINISTRATIVE 8 GENERAL $ 9,208 79573 1,635 HEATi LIGHT & POWER 9,954 8,751 1,203 REPAIRS & MAINTENANCE 8,893 7,438 1,455 TOWN MALL DUES 175 -0- 175 TOTAL OPERATING BUDGET $ 28,230 23,762 4,468 APPROX. AVERAGE FEE PER UNIT TYPES AS 169.00 BS 240.00 CS 254.00 DS 324.00 ES 238.00 FS 345.00 GI 321.00 RES=RESIDENTIAL COMM=COMMERCIAL GAMG 11184 PEREGRINE VILLAGE 1985 OPERATING BUDGET MONTHLY TOTAL RES, Comm, ADMINISTRATIVE 8 GENERAL COST OF LABORS SALARIES I WAGES VACATION PAY PAYROLL TAXES 8 EMPLOYEE BENEFITS TOTAL COST OF LABOR $ ;S, 000 2, 250 750 -0- -0- -0- 660 495 165. $ 3x660 2,745 915 OPERATING EXPENSESS EQUIPMENT RENTAL TELEPHONE OFFICE EXPENSE DATA PROCESSING MANAGEMENT FEE INSURANCE PROFESSIONAL FEES BANK CHARGES DIRECTORS EXPENSES OTHER EXPENSES RENT-MANAGER UNIT TOTAL OPERATING EXPENSES TOTAL DEPARTMENT $ 206 155 51 75 56 19 155 117 38 258 258 -0- 2,369 2,369 -0- 1,450 1,087 363 250 188 62 35 35 -0- -0- -0- -0- 50 38 12 700 - 525 175 - - $ ' 5x548 4,828 720 $ 9,208 7,573 1,635 PEREGRINE VILLAGE 1985 OPERATING BUDGET MONTHLY TOTAL RES. COMM. HEAT., LIGHT & POWER OPERATING EXPENSESS ELECTRICITY FUEL ELECTRICIAL BULBS 8 SUPPLIES WATER RUBBISH REMOVAL WASTE REMOVAL MASTER TELEPHONE SYSTEM TOTAL OPERATING EXPENSES REPAIRS 8 MAINTENANCE COST OF LABOR! SALARIES 8 WAGES VACATION PAY PAYROLL TAXES 8 EMPLOYEE BENEFITS TOTAL COST OF LABOR OPERATING EXPENSES** UNIFORMS EQUIPMENT .OUTDOOR SIGNS BUILDING ELECTRICIAL 8 MECHANICAL PAINTING I DECORATING PEST CONTROL SWIMMING POOL VEHICLE EXPENSE PLUMBING 8 HEATING GROUNDS 8 LANDSCAPING SECURITY ELEVATOR MAINTENANCE OTHER EXPENSES SNOW REMOVAL FIREWOOD CABLE T.V. TOTAL OPERATING EXPENSES $ 2Y400 11,800 600 350 350 -0- 75 56 19 2P833 2j,575 258 850 637 213 1.,246 1x133 113 2.,200 2x200 - - - - -0- $ 9x954 - 8.,751 1.,203 $ 19400 1x050 350 -0- -0- -0- 308 231 77 $ 1.,708 1.,281 427 $ 15 11 4 50 38 12 -0- -0- -0- 100 75 25 EQUIPMENT 100 75 25 50 38 12 75 56 19 200 200 -0- 50 38 12 100 75 25 75 56 19 11-500 1x125 375 1.,450 1Y087 363 50 38 12 500 375 125 640 640 -0- 2.,230 2.,230 - -0- $ 7.,185 69157 IP028 TOTAL DEPARTMENT $ 8r893 7x438 1x455 ca~rss~aimm+tarutati""tiltiCUtm.7:iGii'tl:tii•1LSa•r.nu~rsa~s~u:rreomse PEREGRINE VILLAGE 1985 OPERATING BUDGET BUDGET CRITERIA The attached Operating Budget for Peregrine Village has been prepared utilizing the Uniform Accounting System for Condominiums, 1980 First Revised Edition as recommended and prescribed by the American Hotel and Motel Association. Each expense category was based on current costs and available information and may vary due to economic conditions and physical changes to the project. ADMINISTRATIVE & GENERAL Salaries & Wages: Shared cost of Resident Manager, and Secretary/Bookkeeper. Payroll Taxes & Benefits: Based on twenty two percent (22X) of wages, includes FICA, Workmen's Compensation, State and Federal Unemployment. Equipment Rental: Rental/Lease of copy machine, typewriter and other minor equipment. Telephone: Cost for maintaining communication with property personnel, and owners. Office Expense: Office related expenses, supplies, stationery, postage, etc. Data Processing: Includes the preparation of monthly Financial Statements, and other related management computerized reporting, Accounts Payable, Fixed Asset Amortization Schedules, etc. Management Fee: Based on $23.00 per Management Contract. Insurance: Cost for maintaining adequate insurance for the project including: SMP (Multi Peril) continued incuranra- Umbrella (Extended Liability) Directors' & Officers' Liability; and Employee Fidelity Bond. Premiums were estimated using standard coverages, additional insurance if required, such as Flood, DIC (Difference in Conditions) may be added if desired or as may be required by the Declaration. Directors' & Officers' Liability is not included in the budget, as it will not be required until such time that the Association is formed. Professional Fees: This expense relates to the cost for Annual Certified Audit if the Association so chooses to have one. In order to maintain the integrity of the Management Company and the Board of Directors whose job is to oversee the affairs of the Association, we strongly recommend that such an Audit be performed. Rent: Cost for rental of Manager's Unit. HEAT, LIGHT & POWER Electricity: Cost related to the operation of all electrical common areas, excluding interior unit electricity. Electrical Bulbs & Supplies: Cost for replacement of light bulbs and related supplies. Water: Based on $25.00 per'tap,per month. Waste Removal: Based on $11.00 per tap per month. Rubbish Removal: Cost of trash removal -.based on two (2) pick-ups per week. Master Telephone System: Cost of leasing telephone equipment for units. continued REPAIRS AND MAINTENANCE Salaries & Wages: Maintenance Engineer. Payroll Taxes & Employee Benefits: Based on twenty-two percent (22X) of wages, includes FICA, Workmen's Compensation, State and Federal Unemployment. Uniforms: Cost of providing and maintaining all employees in'a standard professional uniform. Equipment: Allocations to this account would include: rental of pagers for maintenance personnel, periodic rental equipment not normally owned by the Association and purchase.of operating tools. Outdoor Signs: Upkeep and maintenance of signs on property including pool rules, directional signs, etc. Building: Minimum cost to cover any changes, additions or repairs which would not be covered by warranties. Electrical & Mechanical Equipment: Cost related to maintaining of pumps, electrical motors, etc. Pest Control: Based on periodic exterminating for exterior and interior of buildings. Swimming Pool: Cost of chemicals and supplies required to maintain pool, jacuzzi. Vehicle Expense: Reimbursement to Manager for use of personal vehicle while on Assocation business. continued Grounds & Landscaping: Cost covered under this heading would include, fertilizer, minor replanting, repairs/replacement of sprinkler heads, etc. Security: Based on security service, 8 hours daily at 6.50 per hour. Elevator:- Cost is based on estimate from Otis Elevator, CO. Competitive bids will be required to assure best price. Plumbina & Heating: Cost related to repairs for any plumbing including hot water heaters, and related equipment. Snow Removal: Cost for removal of snow from common areas. Firewood: For use in residential units, and lobby areas. . a. 7 T 1/ . Based on cost of installation, basic service and HBO. EXHIBIT "B" WARRANTY MANUAL PEREGRINE VILLAGE AVON, COLORADO CONTENTS SECTION 1 STATEMENT OF WARRANTY & SERVICE POLICY SECTION 2 WARRANTABLE ITEMS SECTION 3 NON-WARRANTABLE-ITEMS SECTION 4 MAINTENANCE AND HELPFUL HINTS r' . SECTION I STATEMENT OF WARRANTY & WARRANTY SERVICE POLICY FPL Development-Corporation-and-its equipment suppliers warrant your new condominium and its equipment against defective material and workmanship for a. period of one year following the date of closing or occupancy, whichever comes first. This warranty does not 'cover ordinary wear and tear, abuse, neglect, or general maintenance connected with home ownership; for example, painting. Our Construction Department has taken great care and pride in building your condominium. Our Sales Department was proud in presenting your condominium to you. Now, our Warranty Service Department is happy to accept the responsibility of correcting any mechanical malfunction for one full year. During the next 12 months, we would like to work with you to make your new condominium as livable and enjoyable as possible. We must depend on you to notify us of any mechanical malfunction in your new condominium. Prompt notification to our Service Department will insure proper attention. IMPORTANT NOTE: Read all bulletins and manuals concerning your appliances and/or equipment. Experience dictates caution in checking probable causes for equipment or appliance malfunctions. It is possible that the item is not being operated properly or the failure of power, plumbing or other factors are related to the malfunction thereof. Accurate appraisal will aid in expediting corrective action. J, , 61 i WARRANTABLE ITEMS *NO TE: Abuse, neglect, or alteration of any of these will result in the voiding of the warranty. I. SLABS, DRIVES, SIDEWALKS AND PATIOS The foundation of your new condominium was designed by a professional engineer for your specific building and was installed to the specifications of the engineer's design; Therefore, P P L warrants your foundation against any structural defects and the results of these defects. II. FRAME: Like the foundation, the framing on your new condominium was professionally designed. Although your condominium was bought conventionally, an agency of the State of Colorado inspected the condominium during framing and the Avon city building department inspected it during its completion. US HOME warrants all framing members and installation of- same against structural defects. III. . EXTERIOR TRIM: P P L warrants the materials and installation of fascia, soffit and siding. *NOTE: This warranty does not include peeling paint, caulking cracks; separating fascia joints due to normal settling of the structure. IV. FLOORS: Your floors are warranted against material defects and workmanship. For proper care and maintenance, see the section entitled "Helpful Hints",.in this booklet. V. HARDWARE: a) Outside Locks: P P L warrants outside locks and door knobs against material defects and workmanship. ~4 b) Inside Locks: PP1 warrants inside locks against material defects and workmanship. c) Weather Stripping: PPL warrants the sealing of your exterior doors against normal weather conditions. With the "spring" type weather stripping, a good fit is a tight fit. The door should appear to "snag" upon closing, thus insuring a good seal. d) Bathroom Hardware: The hardware in your bathroom is warranted against material defects and workmanship. VI. *APPLIANCES: The following appliances are warranted: A. Garbage Disposal B. Range C. Refrigerator D. Dish Washer E. Washing Machine F. Dryer "NOTE: This warranty covers proper installation and proper operation. Particular attention should be given to "Helpful Hints" section covering each of the above, for operating procedures and maintenance. III. ROOF: Your roof is warranted against leaks for one year; and the life of the roof system is expected to be 10 years. IIII. HEATING: Your heating system has been designed for your comfort in the winter. Double insulated windows and doors along with the exterior wall design will allow the system to operate economically. Installation and materials which are warranted include baseboard- heaters and thermostats. IX. PLUMBING: The plumbing system in your new condominium consists of the water system,- the waste system, and all f ixures and connections pertaining to these .systems. Items warranted include your hot water heater, faucets and all materials and workmanship of installation. Chips or abuse to sinks, commodes, etc., are not warranted. Sewer stoppages caused by homeowner usage or items are not warranted. See "Helpful. Hints" section of this booklet. IN ADDITION, the following items-are warranted for a period of one year for proper installation, manufacturing defects and material defects, under normal operating conditions and rise. ` 1. Counter Tops 2. Cabinets & Vanities 3. Lavatories Since the warranty does not include the maintenance of these items, special attention should be given to each of the above as covered in the "Helpful Hints" section. SECTION II. NON-WARRANTABLE CONDITIONS 1. CRACKS: a) Concrete: Porches, patios, foundations, walks and drives can develop micior cracks due to the concrete.'s character of expanding and contracting, or that of the soil on which its is laid. There is no known method for eliminating this condition. b) Sheetrock, Paneling, Molding: Wood- shrinkage cracks can appear during the "drying-out" process of your home. This is normal. c) Applied Decorative Materials: Minor cracks or loss of grouting between ceramic tile or between tile and other materials. Minor cracks in floor tile, in c rout joints and tile. Minor opening of joints of resilient flooring, vinyl, rubber tile, etc. II. OIL SPOTS ON TILE:' These materials are soft and will absorb oil if it is allowed to stand-and penetrate. The best protection is regular cleaning and care. III. BROKEN GLASS IV. MIRROR DEFECTS: Top quality mirrors have been used. Possible defects such as waves in glass, scratches, and silvering failure, would have been obvious on your pre-move inspection. Mirror silvering can be affected by steam and minute oil particles. Take care not to touch the silver with cleaning compounds or oil. V. STAINED WOODS: Wood cabinets, paneling, and doors all have variations in wood grain. Minor warpage of wood doors and cabinets cannot be controlled.' VI. PAINT: Good quality paint has been used internally and externally *on your condominium, properly primed and finished. Color fastne.ss cannot be maintained, although wood surfaces will still have protection of paint. Checks, cracks, peeling are common items due to causes other than the paint or it-s application (e.g., allowing lawn sprinklers to hit painted areas will greatl.y reduce the life expectancy of the-painted areas involved, or not keeping painted surfaces clean, thereby aiding growth of fungi). Since latex paint has been used to finish the interior ceilings, extra care should be used when cleaning. Latex paint is a water-base product and will come off walls if scrubbed. VII. Chips, scratches, or mars in tile, woodwork, walls, porcelain, mirrors, plumbing fixtures, minor scratches on formica, glass, etc., not recognized at time of final inspection. VIII. Spots, on carpeting, minor fading, due to variety of exposure to light. IX. WASHED-OUT YARDS: Washed-out yards - not warranted. X. SUNKEN UTILITY LINES: Sunken utility lines - not warranted. XI. DEAD GRASS: Dead grass - not warranted. Grass is alive when planted but needs root growth,'. fertilizer and plenty of water. 4 to SECTION III MAINTENANCE & HELPFUL HINTS APPLIANCES Your new appliances are accompanied by instruction and warranty books. Look through them carefully. Read all instructional literature so that you will know how to get the best service. If an electrical appliance fails to operate,. before calling for service, be sure the appliance is plugged in and the circuit breaker is not tripped. Your range and refrigerator have instruction and warranty booklets. BATHROOMS/WET BAR /PLUMBING Your bathroom sinks are• made of -one piece cast marble. These sinks are durable and long-lasting. However, they will scratch or chip with a heavy blow. Clean with a non-abrasive cleaner and with normal usage and care they will give you many long years of attractive service. Paste "Simonize" car wax is recommended on marble tops. Your Wet Bar sink is made of stainless steel. It is recommended that you clean the unit regularly. Use a mild solution of warm water and soap or detergent with a cloth, soft brush, or sponge. Rinse with clear water and dry thoroughly. Avoid the use of harsh abrasives, steel wool, or caustic solutions. Never use boiling water or liquid solvents. To prolong the life of your plumbing fixtures, follow these precautions: a) Don't let food wastes stand in the sink. Dispose of food waste as it accumulates. b) Don't use plumbing fixtures to hold paint cans, trash, or tools when you are redecorating, and cover them when painting walls and ceilings. c) Don't step in a bathtub with shoes on for any reason. Shoe soles carry hundreds of gritty particles that will scratch the surface. d) Don't use plumbing fixtures as receptacles for photographic or developing solutions. Developer stains are extremely difficult to remove. By observing these suggestions and the preceding cleaning instructions, your fixtures will retain their newness and luster for many years, but remember that once a fixture has been damaged, the best plumber in town cannot restore it completely. (Also see "Drains", "Faucets", "Plumbing".) P DRAINS Each plumbing fixture in your condominium has a drain trap, a J-shaped piece of pipe designed to provide a water barrier between your condominium and the danger of sewer gas. The trap holds water, which prevents the air-borne bacteria and odor of the sewer gas from entering the condominium. BATHTUBS/SINKS/SHOWERS When a pipe from a tub, sink or shower stops up, first use a plunger. Be sure the rubber cup of the plunger covers the drain opening and that the water comes well up. over the cup edge. Working up and down rhythmically 10 to 20 times in succession will build up pressure in the pipe and do more good than sporadic, separated plunges. Be sure to plug the overflow outlet, if there is one, with a piece of old cloth, and close the other drain when working on a double sink. If the plunger doesn't work, try using a plumber's snake. Boiling water (140 DEG. F. for plastic.pipes) may finish the job. If not, you can open the trap under the fixture. Put a bucket or pan under it to catch the water in it. A piece of wire may help to dislodge the blockage. The snake can also be run in at this point. Although it is sold commercially a's a drain cleaner, never use caustic soda to open a drain. It will combine with the grease from soap or food wastes to form an insoluble compound. Potash lye or caustic potash may be added to finish opening a drain, but never use them on a completely stopped up drain. .They may take as long as overnight to work, and if you have to open the trap, the chemicals would be a hazard. WARNING: Because potash lye and caustic potash are highly corrosive, always pour them slowly into the drain to prevent splattering. Never pour water into chemicals. Wear old clothes, rubber gloves, and goggles or safety glasses. Never use a plunger on a drain after chemicals have been added as the water may splash and cause an injury or damage nearby surfaces. If the stoppage is in the line past the trap, try using the snake at the clean,-out plug nearest the blockage. TOILETS With these exceptions, treatment of a stopped up toilet is the same. The, trap is built into the toilet and is therefore less accessible. Instead of a snake, you use a coil spring-steel auger. It can be bought or rented from a hardware or plumbing store. Insert the auger so that the point goes into the trap., Turning the handle of the auger will break up the blockage or catch it so that it can be removed. It is easier to use•if one person holds the auger and another turns the handle. lj PREVENTION To avoid stopped up drains, a cardinal. rule is; never pour grease into a drain or toilet. Ordinary washing soda (not baking soda) added to a drin on a regular basis will help to keep it clear of grease from soap and cooking utensils. Run hot water through the drain, turn off the water, add 3 tablespoons of washing soda, and follow it with just water to wash it down the drain opening. Let it set for 15 minutes and run more hot water. (See also "Plumbing "Toilets", "Bathtubs/Sinks/Showers".) ' FAUCETS Faucets, like all plumbing with moving to require repair than non-moving fixtures. Theeleapt ss needless strain you put on faucets, the less frequently they need repair; however, provide enough pressure to prevent faucets from dripping. AERATORS Cleaning .the aerators will be your most frequent task in maintaining your faucets. This attachment to the faucet proper adds air to the water as it leaves the faucet, -reduces splashing, and provides some savings because less water is used. Aerators are most common on w faucets, but they are also used for bathroom faucets. To clean an aerator, unscrew it from the mouth of the faucet, remove any debris, remove and rinse the washers and screens, replace them in their original order, and put the aerator back on the faucet. Frequency of cleaning will depend upon the condition of the water, but generally every three or four months is more than adequate. LEAKING Leaking faucets generally can faucet's washer or washers. (Ne wet bar, for hot and cold water cartridge, which last longer, Before attempting to repair a .turn off the water at the nearest be obtained at be. fixed by replacing the w single controls, as in the have no washer, but their must still be changed.) faucet, however, be sure to intake valve Wash MSL may have to go to ao plumbingwstorstores. NOISY PIPES e, • ers may For cartridges, you Noise in the pipes can be caused by a variety of problems; among the most common are a worn washer, a loose part in a faucet, and steam in the hot water pipe. I TOILET IV Never f lush hair, grease, lint, diapers, sanitary napkins, rubbish, etc. , down the toilet drain. Such waste stops up the toilet and sanitary sewer lines. (For unclogging a stopped-up toilet, see "Drains".) a) Cleaning: A variety of commercial cleaners are made especially for the toilet. Use them according to the manufacturer's direction, but do not mix them or use them with household bleach or any cleaning product. AND, never use them in anything but the toilet. b) Leaks: If the water chamber appears to leak, it may only be condensation forming on the outside of the tank and dripping to the floor. (See "Condensation".) If water leaks into the bowl through the overflow pipe, try bending the rod holding the float so that the float will be closer to the bottom of the tank. Flush the toilet, and if it still leaks, the inlet valve washer probably needs to be replaced. If the water trickles into the bowl but is not coming through the overflow pipe, it is coming through the flush ball valve. The rods between the ball valve and the flushing handle may need aligning, so that the ball will drop straight down after the handle has been pushed. A worn ball valve or dirt or rust on the ball or the ball seat will let water .leak through into the bowl. If the ball or seat are dirty or rusty, clean them. If the ball is worn, unscrew it and replace it with a new one. PAINT Almost all dry oil-base paint will come off easily with turpentine, and water-base paint, with a cloth dampened in liquid household cleaner. Hard, dry paint can be removed with a solution of 1/4 pound of trisodium phosphate (available from hardware stores as TSP) in a quart of hot water. WARNING: Hot solution of this concentration is caustic. Wear old clothes, rubber gloves, goggles or safety glasses, and don't get it on the chrome-plated fixtures. Small paint spots may also be removed by scraping with a razor blade, but you run the risk of gouging the surface. To prevent this from happening, be sure the blade i.s slanted against the fixture. Any residue can be removed with hot trisodium phosphate solution, dry-cleaning fluid, or with heavy duty liquid household cleaner. Rinse thoroughly after using any of these. CAULKING If the caulking around your bathtub or sink should appear dried out or cracked, remove the old caulking and replace it. If you do not have a caulking gun, caulking matter can be purchased in applicator tubes or in disposable caulking guns. STAINLESS STEEL Stainless steel fixtures generally resist staining, and they need thorough scrubbing only occasionally. Use a non-abrasive cleaner or a commercial stainless steel cleanser. Special commercial cleansers are also available. GLASS SHOWER ENCLOSURES OR STALLS To clean glass shower enclosures, an ordinary dishwashing detergent (not soap) will do a good job unless hard water minerals have been deposited. For these use a commercial glass cleaner containing ammonia or a solution of 1 tablespoon of household ammonia in 1 quart of warm water. WARNING: Be sure to read the caution note on the label before using ammonia. CABINETS Wet bar and bathroom cabinets (vanities) should never be cleaned with harsh abrasives. The counter tops are heat and stain resistant under the proper care, but protect them from hot irons, and pots, pans or baking dishes taken directly from an oven, broiler, or burner. Wood cabinets may be cleaned like any other wood furniture. Counter tops are made of plastic-coated wood and may be cleaned with a detergent solution. Never cut anything directly on the cabinet top as the knife may dent or nick the surface. Keep the cabinet doors and drawers closed when not in use. J 6+ JYr . 7 DOORS All doors can cause minor problems, and from time to time some of them do. However, most door problems can be handled with minimum skill. a) Sticking: Sticking is the most common problem with doors. If the sticking is caused by swelling in damp weather, fold sandpaper around a wood block and sand the edge that binds. If the sticking is the result of uneven alignment, check to see that the hinge screws are tight and holding properly. If the hinge screws are tight and the door is still out of alignment, sand or plane the edge that binds. Always paint or varnish areas that have been sanded or planed. -b) Warping: Warping is another result of too much moisture. Should a door ever warp, the best cure is drying in the sun. If drying the door thoroughly won't straighten a badly warped door, apply weight to the bulged side and leave it for two or three days. ELECTRICAL RECEPTACLES The wiring in your new condominium meets the code requirements and safety standards for the normal use of electrical appliances. Ordinarily, small appliances which require your personal attendance for their operation, may be plugged into any electrical receptacle without fear of overloading a circuit. However, the use of larger applicances, or of many small appliances on the same circuit, may cause an overload of the circuit and trip a breaker. CIRCUIT BREAKERS The wiring and equipment in your condominium are protected by circuit breakers. They are the safety valves of your condominium's electrical system. The circuit breaker panel is located on an inside wall of your home. Master Circuit Breaker: Your condominium has a master circuit breaker. When the master circuit breaker is tripped, the electricity to the condominium is cut"off. 1+ Circuit Breakers: Circuit breakers may be reset by first switching the breaker to FULL OFF and then back to FULL ON. Power Failures: In case of a complete power failure, first determine if your neighbors have power. If not, notify your power company. If the power failure is unique to your condominium, check the master switch and circuit breakers. HEATING SYSTEMS The rated capacity of your heating system has been sized to the heating load to be certain- the condominium can be heated to a comfortable 72 DEG. F. Heating systems, methods and installations vary widely. Learn everything you can about the system installed in your home; how it operates and how it functions at maximum efficiency. Maintenance: The controls on all types of heating systems occasionally malfunction. Such a problem does not mean that anything is essentially wrong with your heating system. Usually a simple adjustment is all that is needed, but unless you are trained to make such adjustments, you should rely on the skills of'a professional repairman. Rely on him also for annual inspection and cleaning of your heating system. The best time to do this is late summer or early fall. Reducing Heat Bills: Setting the thermostat back each night wastes fuel. If you prefer cooler temperatures for sleeping you can also close the register. If part of the condominium is not in use, turn off the heat to that part and close the door or doors. The added insulation is especially helpful on the sides of the condominium exposed to the full blast of winter winds. If you take a winter vacation, be sure to leave the heat on in the winter, or you may come home to a frozen or burst pipe. The lowest setting on the thermostat (usually 55 DEG. F.) will be adequate. INTAKE VALVES You and your family should become familiar with the various water supply intake valves in your plumbing system. A good practice is to label each one with a luggage or shipping tag. You will rarely need to use them, but in the event of an emergency, or if you need to make minor repairs, they will be.easier to locate. Intake valves for toilets are- usually under the water chamber, those for sinks are under the sink, and the main intake valve is usually at a point near the water meter. TRIMMINGS AND MOLDINGS In the normal process of settling and shrinking, trimming and molding (such 'as baseboards) may separate from the floor leaving a small space that will catch dust and dirt. Loosening the trim and renailing in the proper position will eliminate this problem. If a small separation occurs at corners or other seams, it can be filled with wood filler, but sometimes further settling will bring the pieces back together again. The f iller can be stained or painted to match, the molding. A thin piece of cardboard or heavy paper .,-:._;-..slipped under, the molding during the painting will protect the` f loor or rug. ,'^jR`Y, WATER HEATERS K"rte -Hot water,.heaters.,normally collect small quantities of scale and : di rty"waterThis. is normal and cannot be helped except "r 1p by installing _a-,.watec. softening device. The deposits and ' :5~.,.'"dirty'' water• can removed by opening the valve at the '.?*Y4sM1 bo t tom''; of the'- hea ter and allowing the tank to drain itself p'- clean.'".. 'All.hot• water heaters, whether gas or electric, have, a. fcontrol mechanism to govern water temperatures. The dia1,%ihould normally be, set at mid-point. r a*, `WINDOWS. ~',ihar .If", the outside of the glass is extremely dirty, wipe it with 7 -=--a piece of crumpled newspaper and then wash it with a 1',so1ution. of 1 tablespoon of household ammonia (or 3 tablespoons of denatured- alcohol) to a quart of warm water, or use 'a commercial glass cleaner containing ammonia. Lightly soiled windows will usually respond to a solution of 1 cup of vinegar to 1 gallon of water. Apply the cleaning solution with a-1intless cloth or sponge and dry the glass with •a chamois,' lintless. cloth, or paper towels. If you have. one, a rubber.squeegee will speed the drying process. The frames can be cleaned with a mild detergent solution. AE AND ADDRESS OF AGENCY James M. Petersen, Inc. 6535 S. Dayton St., Suite 2300 Englewood, CO 80111 PPL Development Corporation (Owner), Haselden-Langley Constructors, Inc. (Contractor), All Subcontractors, and All Sub-subcontractors AddrP-AR _ .R'PP Rpl nm ' Binder No. :LFU "Y^Xr d :i 1061 tt<nNP,1,(.J l4, COMPANY - - The Aetna Casualty & Surety Company Effective 2.01 a m 11-28 ,198 Expires (X) 12.01 am ❑ Noon 01-28 1985 ❑ This binder is issued to extend coverage in the above named company per expiring policy q lexcept as noted below) Description of Opera I!onWehicles/Property Commercial Construction Operations Commercial and Condominium known as "Peregrine Village" Type and Location of Property Coverage/Perils/Forms Amt of Insurance Ded. co~ s. New Construction of, Builder's Risk Peregrine Village; Job Site 22,000,000 000 n/a North Side of Benchmark Loss of Use 1,000,000 n/a n/a and 700 feet west of Temporary Storage 500,000 000 n/a Avon Road, Avon, Colorado Transit 500,000 000 n/a All Risk per (43349) Include Special Endorsement f I /F C Limits of Liability nsurance Type o overage orms Each Occurrence Aggregate ❑ Scheduled Form © Comprehensive Form Bodily Injury $ 5,000,000 $5,000,00 ® Premises/Operations El Products/Completed Operations Property Damage $ 1,000,000 $1,000,00C ❑ Contractual Bodily Injury & ® Other (specify tt9=0 Broad Form CGL Property Damage $ $ ❑ Med. Pay. $ Per $ Per Combined El Personal injury Person Accident ❑ A ❑ B ❑ C Persona l Injury $ Limits of Liability ❑ Liability ❑ Non-owned ❑ Hired Bodily Injury (Each Person) $ ❑ Comprehensive-Deductible $ Bodily Injury (Each Accident) $ ❑ Collision-Deductible $ ❑ Medical Payments $ Property Damage $ ❑ Uninsured Motorist $ ❑ No Fault (specify): Bodily Injury & Property Damage ❑ Other (specify): Combined $ ❑ WORKERS' COMPENSATION - Statutory Limits (specify states below) ❑ EMPLOYERS' LIABILITY - Limit $ 'CIAL CONDITIONSIOTHER COVERAGES Binder issued pending receipt of policy. lddress: c/o Sea Mountain Developers, Inc. Sea Mountain Developers, Inc. Box 497 appears as an additional Avon, Colorado 81620 insured on the General Liability. E AND ADDRESS OF ® MORTGAGEE bSSoa)Tlh ~G~~A 5>tAeab ❑ LOSS PAYEE ® ADVL INSURED LOAN NUMBER RD 7S (11/77-) JAMES M. PETERSEN, INC. Signature f Authorized Representative Date Resort Condominiums International, Inc. International Headquarters: 9333 North Meridian Street i;; 'v,„'`,' P.O. nox 80229 Indianapolis. Indiana 46280-0229 317-846-4724 Telex: 276118 RCIIND The world's aldew and largess ruc uNon exchange s ritem. September 19, 1984 CERTIFIED MAIL - RETURN RECEIPT REQUESTED Mr. Gregory Gage PPL Development Corporation P.O. Box 5120 Avon,' CO 81620 Dear Mr. Gage: RE: PEREGRINE VILLAGE - AVON, COLORADO Ex k:b:i London Mexico City Nngoyn Paris Sydney Tokyo On behalf of the Officers and Executive Committee of Resort Condominiums International, Inc. (RCI), I am pleased to inform you that PEREGRINE VILLAGE has been formally accepted as an RCI affiliated resort. Enclosed is an executed copy-of the RCI Resort Affiliation Agreement evidencing your affiliation. As an affiliated resort, you can offer to your purchasers the opportunity, on a space available basis, to enjoy any of the more than 720 affiliated RCI resorts throughout the world. In addition, each RCI member will receive the beautiful Annual Directory (containing a listing of resorts, terms of membership, an explanation of the process of exchanging and a list of consumer benefits) as well as the monthly Endless Vacation magazine. It is the goal of RCI to provide your purchasers with the highest quality vacation experience when they exchange through our system, and to offer the finest array of benefits in the form of hotel and car rental discounts, travel assistance and discounts on the purchase of consumer items. In closing, I am pleased to extend a corporate welcome to PEREGRINE VILLAGE as you become affiliated with the finest exchange system in the world. Sincerely, Jon H. DeHaan President JHDH:ksb Enclosure cc: George Donahoe - Regional Director Rosie Huser - Marketing Coordinator Master File Member- a American Society of Travel Agents .AM- American Hotel & Motet Association Chamber of Commerce National Timesharing Council or A.L.D.A. Resort Condominiums International, Inc. International Headquarters: 9333 North Meridian Street P.O. Box 80229 Indianapolis, Indiana 46280-0229 317-846-4724 Telex: 276118 RCIIND and world's oldest d largest vocation exchange system. October 31, 1984 Mr. Gregory Gage PPL Development Corporation 100 West Beaver Creek Boulevard Avon, CO 81620 Dear Mr. Gage: E . xk,~: ~ 1)0 London Mexico City Nagoya Paris Sydney Tokyo On behalf of Resort Condominiums International, Inc. (RCI), we take great pride in presenting the Resorts of International Distinction Design Award to PEREGRINE VILLAGE. The Design Award recognizes nomination to Resorts of International Distinction, which is the highest honor accorded our affiliated resorts. Only the most exclusive of our vacation-ownership resorts worldwide have been elected to Resorts of International Distinction. Election is based on an evaluation of criteria established by The School of Hotel Administration at Michigan State University and Resort Condominiums International, Inc. PEREGRINE VILLAGE has met preliminary criteria for election, but has not been in operation for the period of time required to qualify for final election to Resorts of International Distinction. Upon successful completion of the specified period of operating history, PEREGRINE VILLAGE will receive the ultimate recognition of excellence election to Resorts of International Distinction. The enclosed plaque and brochures symbolize PEREGRINE VILLAGE's selection as a Resorts of International Distinction Design Award recipient. Please display them in a prominent place so that your owners and guests also recognize your commitment to quality, service and value. Congratulations! We are delighted to recognize PEREGRINE VILLAGE's nomination to Resorts of International Distinction with the prestigious Design Award. Sincerely, Jon H. DeHaan President Member- American Society of Travel Agents American Hotel & Atotel Association .AM e'0 (liamher of Commerce National Timesharing Council of A.L.D.A. EXHIBIT " 1; " No. of Units Type of Units Bedrooms Area* Square Feet 36 A 1 762 39 B 2 1,111 9 C 2 1,182 10 D 3 1,531 3 E 2 1,097 4 F 3 1,633 2 G 3 1,515 103 * NOTE: Square Footage is approximate - Condominium Map will show exact area. Unit Type Residential Unit Numbers - A 2021P 204, 206; 208, 210, 212, 215, 217, 219, 221, 223, 225, 303, 305, 307, 309, 311, 316, 318, 320, 322, 324, 402, 464, 406, 408, 410, 413, 415, 417, 419, 421, 503, 505, 507, 509 - B 203, 205, 207, 209, 211; 213, 214, 216, 218, 220, 222, 224, 302, 304, 306, 308, 310, 312, 315, 317, 319, 321, 323, 3259 4039 405, 407, 409, 4119 412, 414, 416, 418, 420, 502, 504, 506, 508, 510 C 5129 5149 5169 5189 520, 602, 604, 606, 608 D 511, 5139 515, 5179 519, 601, 6039 605, 607, 609 E = 3019 3269 501 F 201, 2269 401, 422 G 313, 314 TO: The Honorable Mayor and Town Council FROM: William D. James, Town Manager DATE: January 16, 1985 SUBJECT: Draft of the Subdividers Agreement for Time-Share Draft of the proposed Resolution The Town staff received these documents from PPL Development Corporation in regard to time-share, Wednesday, January 16, 1985 at 4:00 p.m. The Town staff nor the Town Attorney have not had a chance to review these documents. They have been put in your packet for your review and we would welcome any comments you might have, which can be brought up at the January 22nd work session. PPL DEVELOPMENT-CORPORATiON January 16, 1985 Patricia J. Doyle Town Clerk Town of Avon Box 975- Avon, CO 81620 Dear Mrs. Doyle: Enclosed please find the draft of the Subdividers Agreement for Time-Share for Peregrine Village Condominiums, Avon, Colorado. Also enclosed is a draft of the proposed Resolution. Both Rick Larson, Project Manager, and I have met with Bill James; Town Manager; Norm Wood, Town Engineer; Jim -Lamont,_Town- Planner; and Dan-Fogland, Buildin-g Administrator, _and have planned a critical_ path for final approval on February 26, 1985 at the Town Council Meeting. - In order to accomplish this, we wish to begin the-approval procedure beginning January 22, 1985 and wish to be put on both the-work session and formal- meeting agendas. If. there is any-material required to be placed on either of these agendas, please notify this office in writing as soon as possible. It is imperative we keep -on this schedule which -we have established with the Town of Avon staff and will appreciate your utmost cooperation in- this matter.- Si rely, ryD Encl osures GDG:tc P.O. Box 5120 Avon, CO 81620 ® 9496666 r r- PEREGRINE VILLAGE ♦ COMMON ELEMENT 1985 OPERATING BUDGET 47 UNITS MONTHLY T07AL RES. COMM. ADMINISTRATIVE Z GENERAL 7,050 5036 19314 HEAT, LIGHT 8 POWER 69613 5974 871 REPAIRS 8 MAINTENANCE 6,585 5,337 1,248 TOWN MALL DUES 175 -0- 175 TOTAL OPERATING BUDGET $ 209423 169815 3,608 APPROX. AVERAGE FEE PER UNIT TYPES Ai BS C• D• E' F• GS ZES=RESIDENTIAL :OHM=COMMERCIAL 260.00 369.00 391.00 498.00 365.00 530.00 494.00 3AMG 11/84 PEREGRINE VILLAGE 1985 OPERATING BUDGET MONTHLY TOTAL RES. Comm. ADMINISTRATIVE & GENERAL COST OF LABOR: SALARIES & WAGES VACATION PAY PAYROLL TAXES 8 EMPLOYEE BE14EFITS TOTAL COST OF LABOR OPERATING EXPENSES: EQUIPMENT RENTAL TELEPHONE DFFICE EXPENSE DATA PROCESSING MANAGEMENT FEE INSURANCE PROFESSIONAL FEES RANK CHARGES-INCL. PAYROLL PROCESSING DIRECTORS EXPENSES OTHER EXPENSES RENT-MANAGER UNIT TOTAL OPERATING EXPENSES TOTAL DEPARTMENT $ 3,000 29250 750 -0- -0- -0- 660 495 165 $ 39660 2x745 ' - 915 $ 206 206 -0- 75 75 -0- 75 75 -0- 118 118 -0- 1:081 1.081 -0- 950 763 187 100 75 25 35 35 -0- -0- -0- -0- 50 38 12 700 525 175 $ 3x390 29991 - 399 $ 7xO50 5,736 1P314 r PEREGRINE VILLAGE 1985 OPERATING BUDGET HEATP LIGHT $ POWER OPERATING EXPENSES: ELECTRICITY FUEL . ELECTRICIAL BULBS 8 SUPPLIES WATER RUBBISH REMOVAL WASTE REMOVAL MASTER TELEPHONE SYSTEM TOTAL OPERATING EXPENSES MONTHLY TOTAL RES. COMM. 19400 1xO50 350 350 350 -0- 50 38 12 19433 19175 .258 550 412 138 630 517 113 29200 29200 -0- $ 69613 59,742 871 REPAIRS 8 MAINTENANCE COST OF LABOR: SALARIES 8 WAGES VACATION PAY PAYROLL TAXES 8 EMPLOYEE BENEFITS TOTAL COST OF LABOR OPERATING EXPENSES: UNIFORMS. EQUIPMENT OUTDOOR SIGNS BUILDING ELECTRICIAL I MECHANICAL EQUIPMENT FAINTING 8 DECORATING PEST CONTROL SWIMMING POOL VEHICLE EXPENSE PLUMBING R HEATING GROUNDS.& LANDSCAPING SECURITY ELEVATOR MAINTENANCE OTHER EXPENSES SNOW REMOVAL FIREWOOD CABLE T.V. TOTAL OPERATING EXPENSES TOTAL DEPARTMENT $ 19400 19050 350 -0- -0- -0- 308 231 - 77 - $ 19708 19281 - 427 15 11 4 50 38 12 -0- -0- -0- 75 56 19 75 56 19 25 19 6 50 38 12 200 200 -0- 50 38 12 50 38 12 50 38 12 19500 19125 375 850 663 187 50 38 12 350 211 139 390 390 -0- 19097 19097 -0- $ 49877 4905.6 821 $ 69585 59337 19248 i PEREGRINE VILLAGE COMMON ELEMENT 1985 OPERATING BUDGET 103 UNITS MONTHLY TOTAL RES. COMM, 1DMINISTRATIVE'3 GENERAL $ 9.-208 7,573 1x635 TEAT, LIGHT & POWER 9.-954 8,751 1,203 ;EPAIRS Z MAINTENANCE 89,893 7,438 1,455 'OWN MALL DUES 175 -0- 175 OTAL OPERATING BUDGET $ 2 P 230 23,762 4,468 PPROX. AVERAGE FEE PER UNIT TYPE** A: 169.00 ( B • • C• D' E: F: G: :S=RESIDENTIAL )MM=COMMERCIAL 240.00 254.00 324.00 238.00 345.00 321.00 MG 11/84 PEREGRINE VILLAGE 1955 OPERATING BUDGET MONTHLY TOTAL RES. COMM., ADMINISTRATIVE 8 GENERAL COST OF LABOR: SALARIES I WAGES VACATION PAY PAYROLL TAXES &EMPLOYEE BENEFITS TOTAL COST OF LABOR OPERATING EXPENSES: EQUIPMENT RENTAL TELEPHONE OFFICE EXPENSE DATA PROCESSING MANAGEMENT FEE INSURANCE PROFESSIONAL FEES BANK CHARGES DIRECTORS EXPENSES OTHER EXPENSES RENT-MANAGER UNIT TOTAL OPERATING EXPENSES TOTAL DEPARTMENT $ 37000 2P250 750 -0- -0- -0- 660 495 165 $ 3,660 2,745 915 $ 206 155 51 75 56 19 155 117 38 258 258 -0- 2.369. 2,369 -0- 1,450 1,087 363 250 188 62 35 35 -0- -0- -0- -0- 50 38 12 700 525 175 $ 5,548 4x828 720 $ 9,208 79,573 1,635 PEREGRINE VILLAGE 1985 OPERATING BUDGET MONTHLY TOTAL RES. - COMM. HEAT, LIGHT & POWER PERATING EXPENSES- LECTRICITY $ 2,400 19800 600 UEL 350 350 -0- LECTRICIAL BULBS & SUPPLIES 75 56 19 ATER 2,833 2,575 258 UBBISH REMOVAL 850 637 213 ASTE REMOVAL' 1.246 1,133 113 ASTER- TELEPHONE SYSTEM 2.200 - 2,200 - -0- OT AL OPERATING EXPENSES $ 9,954 - - 8,751 1,203 EPAIRS & MAINTENANCE OST OF LABOR* ALARIES &WAGES ACATION PAY AYROLL TAXES & EMPLOYEE BENEFITS OTAL COST OF LABOR PERATING EXPENSES* NIFORMS QUIPMENT', UTDOOR SIGNS UILDING LECTRICIAL & MECHANICAL EQUIPMENT AINTING & DECORATING EST CONTROL WINNING POOL EHICLE EXPENSE LUMBING & HEATING ROUNDS & LANDSCAPING ECURITY LEVATOR MAINTENANCE THER EXPENSES NOW REMOVAL IREWOOD ABLE T.V. DTAL OPERATING .EXPENSES DTAL DEPARTMENT- $ lr400 17050 350 -0- -0- -0- - 308 231 77 $ - 1,708 19281 427 $ 15 11 4 50 38 12 -0- -0- -0- 100 75 25 100 75 25 50 38 12 75 56 19 '200 200 -0- 50 38 12 100 75 25 75 56 19 10500 1,125 375 1,450 1,087 .363 50 38 12 500 375 125 640 640 -0- 2,230 2,230 -0- $ 7,185 6,157 1,028 $ 8,893 7,438 1,455 PEREGRINE VILLAGE 1985 OPERATING BUDGET BUDGET CRITERIA The attached Operating Budget for Peregrine Village has been prepared utilizing the Uniform Accounting System for Condominiums,. 1980 First Revised Edition as recommended and prescribed by the American Hotel and Motel Association. Each expense category was based on current costs and available information and may vary due to economic conditions and physical changes to the project. ADMINISTRATIVE 8 GENERAL Salaries & Wages: Shared cost of Resident Manager, and Secretary/Bookkeeper. Payroll Taxes & Benefits: Based on twenty two percent (22X) of wages, includes FICA, Workmen's Compensation, State and Federal Unemployment. Equipment Rental: Rental/Lease of copy machine, typewriter and other minor equipment. Telephone: Cost for.:maintaining communication with property personnel, and owners. Office Expense: Office related expenses, supplies, stationery, postage, etc. Data Processing: Includes the preparation of monthly Financial Statements, and other related management computerized reporting, Accounts Payable, Fixed Asset Amo,rtfzation Schedules, etc. Management Fee: Based on $23.00 per Management Contract. Insurance: Cost for maintaining adequate insurance for the project including: SMP (Multi Peril) ' continued Insurance: Umbrella (Extended Liability) Directors' & Officers' Liability; and Employee Fidelity Bond. Premiums were estimated using standard coverages, additional insurance if required, such as Flood, DIC (Difference in Conditions) may be added if desired or as may be required by the Declaration. Directors' & Officers' Liability is not included in the budget, as it will not be required until such time that the Association is formed. Professional Fees: This expense relates to the cost for Annual Certified Audit if the Association so chooses to have one. In order to maintain the integrity of the Management Company and the Board of Directors whose job is to oversee the affairs of the Association, we strongly recommend that such,an-Audit be performed. Rent: Cost for rental of Manager's Unit. HEAT, LIGHT & POWER Electricity: Cost related to the operation of all electrical common areas, excluding interior unit electricity. Electrical Bulbs & Supplies: Cost for replacement of light bulbs and related supplies. Water: Based on $25.00 per'tap per month. Waste Removal: Based on $11.00 per tap per month. Rubbish Removal: Cost of trash removal - based on two (2) pick-ups per week. Master Telephone System: Cost of leasing telephone equipment for units., continued REPAIRS AND,NAINTENANCE Salaries & Wages: Maintenance Engineer. Payroll Taxes & Employee Benefits: Based on twenty-two percent (22%) of wages, includes FICA, Workmen's Compensation, State a-nd Federal Unemployment. Uniforms: - Cost of providing and maintaining all employees in a standard professional uniform. Equipment: Allocations to this account would include: rental of pagers for maintenance personnel, periodic rental equipment not normally owned by the Association and purchase of operating tools. Outdoor Signs: Upkeep and maintenance of signs on property including pool rules, directional signs, etc. Building: Minimum cost to cover any changes, additions or repairs which would not be covered by warranties. Electrical & Mechanical Equipment: Cost related to maintaining of pumps, electrical motors, etc. Pest Control: Based on periodic exterminating for exterior and interior of buildings. Swimming Pool: Cost of chemicals and supplies required to maintain pool, jacuzzi. Vehicle Expense: Reimbursement to Manager for use of personal vehicle while on Assocation business. continued Grounds & Landscaping: Cost covered under this heading would include, fertilizer, minor replanting, repairs/replacement of sprinkler heads, etc. Security: Based on,,, '.security service, 8 hours daily at 6.50 per hour. El evatort':: Cost is based on estimate from Otis Elevator, CO. Competitive bids will be required to assure best price. Plumbina & Heating: Cost related to repairs for any plumbing including hot water heaters, and related equipment. Snow Removal Cost for removal of snow from common areas. Firewood: For use in residential units, and lobby areas. Cable T.V.: Based on cost of installation, basic service and-HBO. ' EXHIBIT "B" WARRANTY MANUAL PEREGRINE VILLAGE AVON, COLORADO V* 1 CONTENTS " SECTION 1 STATEMENT OF WARRANTY & SERVICE POLICY SECTION 2 WARRANTABLE ITEMS SECTION 3 NON-WARRANTABLE ITEMS SECTION 4 MAINTENANCE AND HELPFUL HINTS SECTION I STATEMENT OF WARRANTY & WARRANTY SERVICE POLICY PPL Development Corporation and its equipment suppliers warrant your new condominium and its equipment against-defective material and workmanship for a period of one year following the date of closing-or occupancy, whichever comes first. This warranty does not cover ordinary wear and tear, abuse, neglect, or general maintenance connected with home ownership; for example, painting. Our Construction Department has taken great care and pride in building your condominium. - Our Sales Department was proud in presenting your condominium to you. Now, our Warranty Service Department is happy to accept the responsibility of correcting any mechanical malfunction for one full year. During the next 12 months, we would like to work with you to make your new condominium as livable and enjoyable as possible. We must depend on you to notify us of any- mechanical malfunction in your new condominium. Prompt notification to our Service-Department will insure proper attention. IMPORTANT NOTE: Read all bulletins and manuals concerning your appliances and/or equipment. Experience dictates caution in checking probable causes for equipment or appliance malfunctions. It is possible that the item is not being operated properly or the failure of power, plumbing or other factors are related to the malfunction thereof. Accurate appraisal will ai-d in expediting corrective action. WARRANTABLE ITEMS *NOTE: I. II. III. IV. V. Abuse, neglect, or alteration of any of these will result in the voiding of the warranty. SLABS, DRIVES, SIDEWALKS AND PATIOS The foundation of your new condominium was designed by a professional engineer for your specific building and was installed to the specifications of the engineer's design; Therefore, P PL warrants your foundation against any structural defects and the results of these defects. FRAME: Like the foundation, the framing on your new condominium was professionally designed. Although your condominium was bought conventionally, an agency of the State of Colorado inspected the condominium during framing and the Avon city building department inspected it during its completion. US HOME warrants all framing members and installation of same against .structural defects. EXTERIOR TRIM: P P L warrants the materials and installation of fascia, soffit and siding. *NOTE: This warranty does not include peeling paint, caulking cracks; separating fascia joints due to normal settling of the structure.' FLOORS: Your floors are warranted against material defects and workmanship. For proper care and maintenance, see the section entitled "Helpful Hints", in this booklet. HARDWARE: a) Outside Locks: P F L warrants outside locks and door knobs against material defects and workmanship. b) Inside Lccks: PP1 warrants inside locks against material defects and workmanship. c) Weather Stripping: PPL warrants the sealing of .your exterior doors against normal weather conditions. With the "spring" type weather stripping, a good fit is a tight fit. The door should appear to "snag" upon closing, thus insuring a good seal. d) Bathroom Hardware: The hardware in your bathroom is warranted against material defects and workmanship. U. *APPLIANCES: The following appliances are warranted: A. Garbage Disposal B. Range C. Refrigerator D. Dish Washer E. Washing Machine F. Dryer *NOTE: This warranty covers proper installation and proper operation. Particular attention should be given to "Helpful Hints" section covering each of the above, for operating procedures and maintenance. VII. ROOF:. Your roof is warranted against leaks for one year; and the life of the roof system is expected to be 10 years. VIII. HEATING: Your heating system has been designed for your comfort in the winter. Double insulated windows and doors along with the exterior wall design will allow the system to operate economically. Installation and materials which are warranted include baseboard heaters and thermostats. IX. PLUMBING: The plumbing system in your new condominium consists of the water system, the waste system, and all f ixures and connections pertaining to these systems. Items warranted include your hot water heater, faucets and all materials and workmanship of installation. Chips ur abuse to sinks, commodes, etc., are not warranted. 'Sewer stoppages caused, by homeowner usage or items are not warranted. See "Helpful Hints" section of this booklet. IN ADDITION, the following items are warranted for a period of one year for proper installation, manufacturing defects ind material defects, under normal operating conditions and, ,ise. 1. Counter Tops 2. Cabinets & Vanities 3. Lavatories Since the warranty does not include the maintenance of 'these items, special attention should be given to each of the above as covered in the "Helpful Hints" section. 7 SECTION II. P NON-WARRANTABLE CONDITIONS I. CRACKS: a) Concrete: Porches, patios, foundations, walks and drives can develop minor cracks due to the concrete's character of expanding and contracting, or that of the soil on which its is laid. There is no known method for eliminating this condition. b) Sheetrock, Paneling, Molding: Wood- shrinkage cracks can appear during the "drying-out".process of your home. This is normal. c) Applied Decorative Materials: Minor cracks or loss of grouting between ceramic tile or between tile and other materials. Minor cracks in floor tile, in -rout joints and tile. Minor opening of joints of resilient flooring, vinyl, rubber tile, etc. II. OIL SPOTS ON TILE: These materials are soft and will absorb oil if it is allowed to stand and penetrate. The best protection is regular cleaning and care. III. BROKEN GLASS IV. MIRROR DEFECTS: Top quality mirrors have been used. Possible defects such as waves in glass, scratches, and silvering failure, would have been obvious on your pre-move inspection. Mirror silvering can be affected by steam and minute oil particles. Take care not to touch the silver with cleaning ,compounds or oil. V. STAINED WOODS: Wood cabinets, paneling, and doors all have variations in wood grain. Minor warpage of wood doors and cabinets cannot be controlled. 7 T Power Failures: In case of a complete power failure, first determine if your neighbors have power. If not, notify your power company. If the power failure is unique to your condominium, check the master switch and circuit breakers. HEATING SYSTEMS The rated capacity of your heating system has been sized to the heating load to be certain the condominium can be heated to a comfortable 72 DEG. F. Heating systems, methods and installations vary widely. Learn everything you can about the system installed in your home; how it operates and how it functions at maximum efficiency. Maintenance: The controls on all types of heating systems occasionally malfunction. Such a problem does not mean that anything is essentially wrong with your heating system. Usually a simple adjustment is all that is needed, but unless you are trained to make such adjustments, you should rely on the skills of a professional repairman. Rely on him also for. annual inspection and cleaning of your heating system. The best time to do this is late summer or early ` fall. Reducing Heat Bills: Setting the thermostat back each night wastes fuel. If you prefer cooler temperatures for sleeping you can also close the register. If part of the condominium is not 'in use, turn off the heat to that part and close the door or doors. The added insulation is especially helpful on the sides of the condominium exposed to the full blast of winter winds. If you take a winter vacation, be sure to leave the heat on in the winter, or you may come home to a frozen or burst pipe. The lowest setting on the thermostat (usually 55 DEG. F.) will be adequate. INTAKE VALVES You and your family should become familiar with the various water supply intake valves in your plumbing system. A good practice is to label each one with a luggage or shipping tag. You will rarely need to use them, but in the event of an emergency, or if you need to make minor repairs, they will be .easier to locate. Intake valves for toilets are usually under the water chamber, those for sinks are under the sink, and the main intake valve is usually at a point near the water meter. l ' TRIMMINGS AND MOLDINGS In the normal process of settling and shrinking, trimming and molding (such as baseboards) may separate from the floor leaving a small space that will catch dust and dirt. Loosening the trim and renailing in the proper position will eliminate this problem. If a small separation occurs at corners or other seams, it can be filled with wood filler, but sometimes further settling will bring the pieces back together again. The filler can be stained or painted to match the molding. A thin piece of cardboard or heavy paper slipped under the molding during the painting will protect the floor or rug. WATER HEATERS Hot water heaters normally collect small quantities of scale and dirty water. This is normal and cannot be helped except by installing a water softening device. The deposits and dirty water can be removed by opening the valve at the bottom of the heater and allowing the tank to drain itself clean. All hot water heaters, whether gas or electric, have ,a control mechanism to govern water temperatures. The dial should normally be set at mid-point. WINDOWS If the outside of the glass is extremely dirty, wipe it with a piece of crumpled newspaper and then wash it with a solution of 1 tablespoon of household ammonia (or 3 tablespoons of denatured alcohol) to a quart of warm water, or use 'a commercial glass cleaner containing ammonia. Lightly soiled windows will usually respond to a solution of 1 cup of vinegar to 1 gallon of water. Apply the clearing solution with a lintless cloth or sponge and dry the glass with a chamois, lintless cloth, or paper towels. If you have one, a rubber squeegee will speed the drying process. The frames can be cleaned with a mild detergent solution. `F VI. PAINT: Good quality paint has been used internally and externally 'on your condominium, properly primed and finished. Color fastness cannot be maintained, although wood surfaces will still have protection of paint. Checks, cracks, peeling are common items due to causes other than the paint or its application (e.g., allowing lawn sprinklers to hit painted areas will greatly reduce the life expectancy of the-painted areas involved, or not keeping painted surfaces clean, thereby aiding growth of fungi). Since latex paint has been used to finish the interior ceilings, extra care should be used when cleaning. Latex paint is a water-base product and will come off walls if scrubbed. VII. Chips, scratches, or mars in tile, woodwork, walls, porcelain, mirrors, plumbing fixtures, minor scratches on formica, glass, etc., , not recogni"zed at time of final inspection. VIII. Spots. on carpeting, minor fading, due to variety of exposure to light. IX. WASHED-OUT YARDS: Washed-out yards - not warranted. X. SUNKEN UTILITY LINES: Sunken utility lines - not warranted. XI. DEAD GRASS: Dead grass - not warranted. Grass is alive when planted but needs root growth, fertilizer and plenty of water. SECTION III MAINTENANCE & HELPFUL HINTS APPLIANCES Your - new appliances are accompanied by instruction and warranty books. -Look through them carefully. Read all instructional literature so that you will know how to get the best service. If an electrical appliance fails to operate,, before calling for service, be sure the appliance is plugged in and the circuit breaker is not tripped. Your range and refrigerator have instruction and warranty booklets. BATHROOMS/WET BAR /PLUMBING Your bathroom sinks are made of one piece cast marble. These sinks are durable and long-lasting. However, they will scratch or chip with a heavy blow. Clean with a non-abrasive cleaner and with normal usage and care they will give you many long years of attractive service. Paste "Simonize" car wax is recommended on marble tops. Your Wet Bar sink is made of stainless steel. It is recommended that you clean the unit regularly. Use a mild solution of warm water and soap or detergent with a cloth, soft brush, or sponge. Rinse with clear water and dry thoroughly. Avoid the use of harsh abrasives, steel wool, or caustic solutions. Never use boiling water or liquid solvents. To prolong the li Ee of your plumbing fixtures, follow these precautions: a) Don't let food wastes stand in the sink. Dispose of food waste as it accumulates. b) Don't use plumbing fixtures to hold pant cans, trash, or tools when you are redecorating, and cover them when painting walls and ceilings. c) Don't step in a bathtub with shoes on for any reason. Shoe soles carry hundreds of gritty particles that-will scratch the surface. d) Don't use plumbing fixtures as receptacles for photographic or developing solutions. Developer stains are extremely difficult to remove. By observing these suggestions and the preceding cleaning instructions, your fixtures will retain their newness and luster for many years, but remember that once a fixture has been damaged, the best plumber in town cannot restore it completely`. (Also see "Drains", "Faucets", "Plumbing".) l DRAINS Each plumbing fixture in your condominium has a drain trap, a J-shaped piece of pipe designed to provide a water barrier between your condominium and the danger of sewer gas. The trap holds water, which prevents the air-borne bacteria and odor of the sewer gas from entering the condominium. BATHTUBS/SINKS/SHOWERS When a pipe from a tub, sink or shower stops up, first use a plunger. Be sure the rubber cup of the plunger covers the drain opening and that the water comes well up over the cup edge. Working up and down rhythmically 10 to 20 times in succession will build up pressure in the pipe and do more good than sporadic, separated plunges. Be sure to plug the overflow outlet, if there is one, with a piece of old cloth, and close the other drain when working on a double sink. If the plunger doesn't work, try using a plumber's snake. Boiling water (140 DEG. F. for plastic pipes) may finish the job. If not, you can open the trap under the fixture. Put a bucket or pan under it to catch the water in it. A piece of wire may help to dislodge the blockage. The snake can also be run in at this point. Although it is sold commercially a's a drain cleaner, never use caustic soda to open a drain. It will combine with the grease from soap or food wastes to form an insoluble compound. Potash lye or caustic potash may be added to finish opening a drain, but never use them on a completely stopped up drain. They may take as long as overnight to work, and if you have to open the trap, the chemicals would be a hazard. WARNING: Because potash lye and caustic potash are highly corrosive, always pour them slowly into the drain to prevent splattering. Never pour water into chemicals. Wear old clothes, rubber gloves, and goggles or safety glasses. Never use a plunger on a drain after chemicals have been added as the water may splash and cause an injury or damage nearby surfaces. If the stoppage is in the line past the trap, try using the snake at the clean-out plug nearest the blockage. TOILETS With these exceptions, treatment of a stopped up toilet is the same. The, trap is built into the toilet and is therefore less accessible. Instead of a snake, you use a coil spring-steel auger. It can be bought or rented from a hardware or plumbing store. - Insert the auger so that, the point goes into the trap. Turning the handle of the auger will break up the blockage or catch it so that it can be removed. It is easier to use if one person holds the auger and another turns the handle. PREVENTION To avoid stopped up drains, a cardinal rule is; never pour grease into a drain or toilet. Ordinary washing soda (not baking soda) added to a drin on a regular basis will help to keep it clear of grease from soap and cooking utensils. Run hot water through the drain, turn of f the water, add 3 tablespoons of washing soda, and follow it with just enough water -to wash it down the drain opening. Let it set for 15 minutes and run more hot water. (See also "Plumbing", "Toilets", "Bathtubs/Sinks/Showers".) FAUCETS Faucets, like all plumbing with moving parts, are more apt to require repair than non-moving fixtures. The less needless strain you put on faucets, the less frequently they need repair; however, provide enough pressure to prevent faucets` from dripping. AERATORS Cleaning the aerators will be your most frequent task in maintaining your faucets. This attachment to the faucet proper adds air to the water as it leaves the faucet, reduces splashing, and provides some savings because less water is used. Aerators are most common on w faucets, but they are also used .for bathroom faucets. To clean an aerator, unscrew it from the mouth of the faucet, remove any debris, remove and rinse the washers and screens, replace them in their original order, and put the aerator back on the faucet. Frequency of cleaning will depend upon the condition of the water, but generally every three or four months is more than adequate. LEAKING Leaking faucets generally can be fixed by replacing the faucet's washer or washers. (New single controls, as in the wet bar, for hot and cold water, have no washer, but their cartridge, which last longer, must still be changed.) Before attempting to repair a faucet, however, be sure to turn off the water at the nearest intake valve. Washers may be 'obtained at most hardware stores. For cartridges, you may have to go to a plumbing store. NOISY PIPES Noise in the pipes- can be caused by a variety of problems; among the most common are a worn washer, a loose part in a faucet, and steam in the hot water pipe. I TOILET Never flush hair, grease, lint, diapers, sanitary napkins, rubbish,, etc. , down the toilet drain. Such waste stops up the toi.le.t and sanitary sewer lines. (For unclogging a stopped-up toilet, see "Drains".) a) Cleaning: A variety of commercial cleaners are made especially for the toilet. Use them according to the manufacturer's direction, but do not mix them or use them with household bleach or any cleaning product. AND, never use them in anything but the toilet. b) Leaks: If the water chamber appears to leak, it may only be condensation forming on the, outside of the tank and dripping to the floor. (See "Condensation".) If water leaks into the bowl through the overflow pipe, try bending the rod hold i n g the float so that the float will be closer to the bottom of the tank. Flush the toilet, and if it still leaks, the inlet valve washer probably needs to be replaced. If the water trickles into the bowl but is not coming through the overflow pipe, .it is coming through the flush ball valve. The rods between the ball valve and the flushing handle may need aligning, so that'the ball will drop straight down after the handle has been pushed. A worn ball valve or dirt or rust on the ball or the ball seat will let water leak through into the bowl. If the ball or seat are dirty or rusty, clean them. If the ball is worn, unscrew it and replace it with a new one. PAINT Almost all dry oil-base paint will come off easily with turpentine, and water-base paint, with a cloth dampened in liquid household cleaner. Hard, dry paint can be removed with a solution of 1/4 pound of trisodium phosphate (available from hardware stores as TSP) in a quart of hot water. WARNING: Hot solution of this concentration is caustic. Wear old clothes, rubber gloves, goggles or safety glasses, and don't get it on the chrome-plated fixtures. Small paint spots may also be removed by scraping with a razor blade, but you run the risk of gouging the surface. To prevent this from happening, be sure the blade is slanted against the fixture. Any residue can be removed with hot trisodium phosphate solution, dry-cleaning fluid, or with heavy duty liquid household cleaner. Rinse thoroughly after using any of these. CAULKING If the caulking around your bathtub or sink should appear dried out or cracked, remove the old caulking and replace it. If you do not have a caulking gun, caulking matter can be purchased, in applicator tubes or in disposable caulking guns. STAINLESS STEEL Stainless steel fixtures generally resist staining, and they need thorough scrubbing only occasionally. Use a non-abrasive cleaner or a commercial stainless steel cleanser.' Special commercial cleansers are also available. GLASS SHOWER ENCLOSURES OR STALLS 'To clean glass shower enclosures, an ordinary dishwashing detergent (not soap) will do a good job unless hard water minerals have been deposited. For these use a commercial glass cleaner containing ammonia or a solution of 1 tablespoon of household ammonia in 1 quart of warm water. WARNING: Be sure to read the caution note on the label before using ammonia. CABINETS Wet bar and bathroom cabinets (vanities) should never be cleaned with harsh abrasives. The counter tops are heat and stain resistant under the proper care, but protect them from hot irons, and pots, pans or baking dishes taken directly from an oven, broiler, 'or burner., Wood cabinets may be cleaned like any other wood furniture. Counter tops are made of plastic-coated wood and may be cleaned with a detergent solution. Never cut anything directly on the cabinet top as the knife may dent or nick the surface. Keep the cabinet doors and drawers closed when not in use. DOORS All doors can cause minor problems, and from time to time some of them do. However, most door problems can be handled with minimum skill. a) Sticking: Sticking is the most common problem with doors. If the sticking is caused by swelling in damp weather, fold sandpaper around a wood block and sand the edge 'that binds. If the sticking is the result of uneven alignment, check to see that the hinge screws are tight and holding properly. If the hinge screws are tight and the door is still out of alignment, sand or plane the edge that binds. Always paint or varnish areas that have been sanded or planed. -b) Warping: Warping is another result of too much ,moisture. Should a door ever warp, the best cure is drying in the sun. If drying the door thoroughly won't straighten a badly warped door, apply weight to the bulged side and leave it for two or three days. ELECTRICAL RECEPTACLES The wiring in your new condominium meets the code requirements and safety standards for the normal use of electrical appliances. Ordinarily, small appliances which require your personal attendance for their operation, may be plugged into any electrical receptacle without fear of overloading a circuit.' However, the use of larger applidances, or of many small appliances on the same circuit, 'may cause an overload of the circuit-and trip a breaker. CIRCUIT BREAKERS The wiring and equipment in your condominium are protected by circuit breakers. They are the safety valves of your condominium's electrical system. The circuit breaker panel is located on an inside wall of your home. Master Circuit Breaker: Your condominium has a master circuit breaker. When the master circuit breaker is tripped, the electricity to the condominium is cut off. Circuit Breakers: Circuit breakers may be reset_by first switching the breaker to FULL OFF and then back to FULL ON. 'As ME AND ADDRESS OF AGENCY James M. Petersen, Inc. 6535 S. Dayton St., Suite 2300 Englewood, CO 80111 ME AND MAILING ADDRESS OF INSURED PPL Development Corporation (Owner), Haselden-Langley Constructors, Inc. (Contractor), All Subcontractors, and All Sub-subcontractors Address: See Belaw Type and Location of Property New Construction of Peregrine Village; North Side of Benchmark and 700 feet west of Avon Road, Avon, Colorado Type of Insurance LJ Scheduled Form U Comprehensive Form ❑X Premises/Operations ❑ Products/Completed Operations ❑ Contractual Other (specify Ittat=0 Broad Forth CGL ❑ Med. Pay. $ Per $ Per Personal Iniurv Person Accident ❑ ❑ Liability ❑ Non-owned ❑ Hired ❑ Comprehensive-Deductible $ ❑ Coflision•Deductible $ ❑ Medical Payments $ ❑ Uninsured Motorist $ ❑ No Fault (specify): ❑ Other (specify): . E,r A. 0, 1061 ;oMPAN`! The Aetna Casualty & Surety Company Lllr , li , 12:01 a 11-28 8Y X: 01-28 85 r.~llii; . iii) ; ~t-•,r )escription of Of, „ - t Commercial Construction Operations x. Commercial and Condominium known asp: "Peregrine Village" CoverageJi'= s t'nsurance Ded. co Builder's Risk 1 Job Site :22,000,000 1000 . /a L oss of Use 1,000,000 n/a n/a Temporary Storage 500,000 000 n/a y . Transit 500,000 1000 n/a t : All Risk per (43349) Include Special Endorsement i Coverage/Forms of Liability Occurrence Aggregate ` = t ' h! I V " m" ~ 5,000,000 I `5,000,00 . .'i 1,, 1,000,000 51,000,00 ~ f,nn:lnn, i{ ~ i ~ unrts of Liability ❑ WORKERS' COMPENSATION - Statutory Limits (specify states below) i ' ; t r i i „ i nni? 5 -t :CIAL CONDITIONSIOTHER COVERAGES Binder issued pending receipt of policy. x' Y address: c/o Sea Mountain Developers, Inc. Sea Mountain Developers, Inc. Box 497 appears as an additional Avon, Colorado 81620 insured on the Gener4l Liability. E AND ADDRESS OF ® MORTGAGEE ❑ LOSS PAYLE ~XI AUU I IN;AJIII U ~oJ Th-' :,r v>E Retk LOAN NWu1 uEN IRD 75 (11177-c) JAMES M. PETERSEN, INC. C-1-1 .:-.tea 17-89 ? Datt, r E LX~.`~.I I l Resort Condominiums International, Inc. - International Headquarters: London Mexico 9333 North Meridian Street Nagoy City P.O. Box 80229 1 uRoya Indianapolis, Indiana 46280-0229 Paris 317-846-4724 Sydney Telex: 276118 RCIIND The world's oldest Tokyo and largest vacation exchange system. September 19, 1984 CERTIFIED MAIL - RETURN RECEIPT REQUESTED Mr. Gregory Gage PPL Development Corporation P.O. Box 5120 Avon, CO 81620 Dear Mr. Gage: RE: PEREGRINE VILLAGE -_AVON, COLORADO On behalf of the Officers and Executive Committee of Resort Condominiums International, Inc. (RCI), I am pleased to inform you that PEREGRINE VILLAGE has been formally accepted as an RCI affiliated resort. Enclosed is an executed copy of the RCI Resort Affiliation Agreement evidencing your affiliation. As an affiliated resort, you can offer to your purchasers the opportunity, on a space available basis, to enjoy any of the more than 720 affiliated RCI resorts throughout the world. In addition, each RCI member will receive the beautiful Annual Directory (containing a listing of resorts, terms of membership, an explanation of the process of exchanging and a list of consumer benefits) as well as the monthly Endless Vacation magazine. It is the goal of RCI to provide your purchasers with the highest quality vacation experience when they exchange through our system, and to offer the finest array of benefits in the form of hotel and car rental discounts, travel assistance and discounts on the purchase of consumer items. In closing, I am pleased to extend a corporate welcome to PEREGRINE VILLAGE as you become affiliated with the finest exchange system in the world. Sincerely, Jon H. DeHaan President JHDH:ksb Enclosure cc: George Donahoe - Regional Director Rosie Huser - Marketing Coordinator Master File Member- „ ® American Society of Travel Agents • American Hotel & Motel Association Chamber of Commerce National Timesharing Council of A.L.D.A. L K l ,1, - ~ _j-~ Resort' Condominiums International, Inc. International Headquarters: 9333'North Meridian Street P.O. Box 80229 Indianapolis, Indiana 46280-0229 317-846-4724 Telex: 276118 RCIIND October 31, 19W Mr. Gregory Gage PPL Development Corporation 100 West Beaver Creek Boulevard Avon, CO 81620 Dear Mr. Gage: London Mexico City Nagoya Paris Sydney Tokyo On behalf of Resort Condominiums International, Inc. (RCI), we take great pride in presenting the Resorts of International Distinction Design Award, to PEREGRINE VILLAGE. The Design Award recognizes nomination to Resorts of International Distinction, which is the highest honor accorded our affiliated resorts. Only the most exclusive of our vacation-ownership resorts worldwide have been elected to Resorts of International Distinction., Election is based on an,evaluation of criteria established by The School of Hotel Administration at Michigan State University and Resort Condominiums International, Inc. PEREGRINE VILLAGE has met preliminary criteria for election, but has not been in operation for the period of time required to qualify for final election to Resorts of International Distinction. Upon successful completion of the specified period of operating history, PEREGRINE VILLAGE will receive the ultimate recognition of excellence election to Resorts of -International Distinction. The enclosed plaque and brochures symbolize PEREGRINE VILLAGE's selection as a Resorts of International Distinction Design Award recipient. Please display them in a prominent place so that your owners and guests also recognize your commitment to quality, service and value. Congratulations! We are delighted to recognize PEREGRINE VILLAGE's nomination to Resorts of International Distinction with the prestigious Design Award. Sincerely, Jon H. DeHaan President ember- 15 Society of Travel Agents American Hotel & Motel Association Chamher of Commerce National Timesharing Council of A.L.D.A. EXHIBIT 11 E it No. of Units Type of Units Bedrooms Area* Square Feet 36 A 1 762 39 B 2 1,111 9 C 2 1,182 10 D 3 1,531 3 E 2 1,097 4 F 3 1,633 .2 G 3 1,515 103 * NOTE: Square Footage is approximate - Condominium Map will show exact area. Unit Type Residential Unit Numbers A 202, 204, 206, 208, 210, 212, 215, 217; 219, 221, 223, 225, 303, 305, 307, 309, 311, 316, 3181) 320, 322, 324, 402, 404, 406, 4089 410, 413, 415, 417, 419, 421, 503, 505, 507, 509 B 203, 205, 207, 209, 211, 213, 214, 216, 218, 220, 222,- 224, 302, 304, 306, 308, 3109 312, 315, 317, 319, 321, 323, 325, 403, 405, 407, 409, 411, 412, 414, 416, 418, 420, 502, 504, 506, 508, 510 C 512, 514, 516, 518, 520, 602, 604, 606, 608 D 511, 513, 515, 517, 519, 601, 60 3, 605, 607, 609 E 301, 326, 501 F 201, 226, 401, 422 G 313, 314 DECLARATION OF CONDOMINIUM PEREGRINE VILLAGE CONDOMINIUMS THIS DECLARATION is made and executed by PPL Development Corporation, a California corporation (hereinafter referred to as "Declarant"), pursuant to the provisions of the Colorado Condominium Ownership Act of the State of Colorado, Colo. Rev. Stat. Ann., 38-33-101, et seq., 1973, as amended, hereinafter referred to as the "Act". 1. RECITALS. 1.1 Declarant is the sole owner of the real property ("Property") located in the County of Eagle, State of Colorado, hereinafter more particularly described. 1.2 The covenants, conditions and restrictions contained in this Declaration and in the appendices hereto shall be enforce- able equitable servitudes and shall run with the land. 1.3 Recorded simultaneously herewith is a record of survey map ("Map") of the Property as required by the Act. 1.4 All terms used in this Declaration and the appended Bylaws shall have the definitions as set forth herein. 1.5 The Property shall be known as Peregrine Village Condominiums ("Peregrine"). 2. DEFINITIONS. 2.1 Unless the context clearly indicates otherwise, certain terms as used in this Declaration and the foregoing Recitals shall have the meanings set forth in this Section 2. 2.2 Act shall mean the Colorado Condominium Ownership Act of the State of Colorado and amendments thereto. Colo. Rev. Stat. Ann., 38-33-101, et seq., as amended). 2.3 Association shall mean Peregrine Village Condominium Owners Association, Inc., a non-profit corporation, organized for the purposes set forth in this Declaration. 2.4 Board of Managers shall mean the governing committee of the Association, appointed or elected in accordance with this Declaration and the Bylaws of the Association. 2.5 Building shall mean the six-level concrete and steel building constructed on the Property as shown on the Map. 2.6 Bylaws shall mean the Bylaws of the Association, recorded herewith in the Office of the County Recorder for Eagle County, State of Colorado. A true copy of said Bylaws is attached to this Declaration as Appendix B. 2.7 Commercial Condominium shall a Condominium within the Project consisting of ownership of a Commercial Unit and an undivided interest in the Common Areas and Facilities appurtenant to such Commercial Unit as set forth in Appendix A hereto. 2.8 Commercial Owner shall mean any person or entity, including Declarant, at any time owning a Commercial Condominium within the Project. The term shall not include any Mortgagee, unless such Mortgagee has acquired title for other than security purposes. 2.9 Commercial Unit shall mean those Units designated in Exhibit A hereto as Commercial Units. 2.10 Condominium shall mean a Time Period Unit or a Commercial Unit, together with the undivided interest (expressed as a fraction of the entire ownership interest) in the Common Areas and Facilities appurtenant to such Unit as set forth in Appendix A hereto. 2.11 Maintenance Periods shall mean those Time Periods to be deeded by Declarant to the Association as provided in Para- graphs 10.2 and 10.3 hereof. 2.12 Manager shall mean the person, firm or company designated by the Association to manage, in whole or in part, the affairs of the Association and the Project. 2.13 Map shall mean the Record of Survey Map of Peregrine Village Condominiums, recorded in the office of the County Recorder for Eagle County, State of Colorado, as supplemented. 2.14 Mortgage shall mean any mortgage, deed of trust or other security instrument by which a Condominium or any part thereof is encumbered. 2.15 Mortgagee shall mean any person named as the mortgagee or beneficiary under any Mortgage by which the interest of any Owner is encumbered, or any successor to the interest of such person under such Mortgage. 2.16 Owner shall mean any person or entity, including Declarant, at any time owning a Condominium within the Project -2- i and shall include Time Period Owners and Commercial Owners. The term "Owner" shall not refer to any Mortgagee, unless such Mortgagee has acquired title for other than security purposes. 2.17 Project shall mean the Property and the Building and all improvements submitted by this Declaration to the provisions of the Act. 2.18 Property shall mean that certain real property situated in the Town of Avon, County of Eagle, State of Colorado, more particularly described in Section 3 hereinafter, on which the Project is located. 2.19 Time Period shall mean each of fifty-two (52) annually recurring time periods established and designated in Appendix A hereto during which a given Unit is separately owned. 2.20 Time Period Condominium shall mean a Condominium within the Project consisting of ownership of a Time Period Unit and an undivided interest in the Common Areas and Facilities appurtenant to such Time Period Unit as set forth in Appendix A hereto. 2.21 Time Period Owner shall mean any person or entity, including Declarant, at any time owning a Time Period Condo- minium; provided, however, that the Association with respect to any Time Period Units owned as Maintenance Periods shall not be considered a Time Period Unit Owner. 2.22 Time Period Unit shall mean a Unit which has been divided into Time Periods. 2.23 Time Period Unit Furnishings shall mean all furniture, furnishings, equipment, facilities and personal property within Condominiums which have been divided into Time Period Units for the exclusive use and benefit of Time Period Owners and all furniture, furnishings, equipment, facilities and personal property hereafter purchased with monies from the Furniture and Maintenance Fund. 2.24 Total votes of the Association shall mean the total number of votes appertaining to all Condominiums, as shown in Appendix A attached hereto. 2.25 Unit shall mean an individual air space unit, consisting of enclosed rooms occupying part of the Building and bounded as described in Section 5 hereinafter. -3- 3. DESCRIPTION OF THE PROPERTY. The Property on which the Building and improvements are located ("Land") is particularly described as follows: LOT 63, BLOCK 2, AMENDMENT #4, BENCHMARK AT BEAVER CREEK, OFFICIAL PLAT, TOWN OF AVON, ACCORDING TO THE PLAT RECORDED APRIL 21, 1981 IN BOOK 321 AT PAGE 910, COUNTY OF EAGLE, STATE OF COLORADO. 4. DESCRIPTION OF THE BUILDING. The Building will be a six-level building constructed of concrete and steel. There are also two (2) below-ground levels of parking. The Building includes hallways and common areas. The Building will be supplied with telephone, electricity, water, natural gas and sewage service. 5. DESCRIPTION OF UNITS. The boundary lines of each Unit are the undecorated and/or unfinished interior surfaces of its perimeter walls, bearing walls, lowermost floor, uppermost ceiling, interior surfaces of windows and doors, and the exterior surfaces of porches and decks, except railings. The interior surfaces of the doors and windows means the points at which such surfaces are located when such window or door is closed. Each Unit shall include both the portions of the Building that are not Common Areas and Facilities within such boundary lines and the space so encompassed, excepting Common Areas and Facilities. Without limitation, a Unit shall include any finishing material applied or affixed to the interior surfaces of the interior walls, floors and ceilings; non-supporting interior walls; and all utility outlets, fixtures or appliances found within the boundary lines of the Unit and servicing only that Unit. Notwithstanding the fact that they may be within the boundaries of the Unit, the following are not part of any Unit: Bearing walls, floors, ceilings and roofs (except the interior surfaces thereof), foundations, ceiling equipment, tanks, pumps, pipes, vents, ducts, shafts, flues, chutes, conduits, wires and other utility installations, except the outlets thereof when located within the Unit. 6. DESCRIPTION OF COMMON AREAS AND FACILITIES. The Common Areas and Facilities shall mean and include the Property on which the Building is located and all portions of the Project not contained within any Unit, including, but not by way of limitation, the foundation, columns, girders, beams, supports, -4- main walls, roofs, halls, corridors, lobbies, fire escapes and entrances and exits of the Building; the grounds, parking areas and storage spaces; the manager's office and any living area reserved for the use of the manager; the areas used for storage of janitorial supplies and maintenance equipment and materials; installations of all central services, including power, light, gas, hot and cold water, heating and garbage collection; tanks, pumps, motors, fans, ducts and, in general, all apparatuses and installations existing for common use; any utility pipes, lines or systems servicing the Units; all ducts, flues, chutes, wires, conduits and other accessories and utility installations to the outlets used therewith; all other parts of the Property necessary or convenient to its existence, maintenance and safety, or normally in common use, or which have been designated as Common Areas and Facilities on the Map or any amended Map; and all repairs and replacements of any of the foregoing. 7. DESCRIPTION OF LIMITED COMMON AREAS AND FACILITIES. Limited Common Areas and Facilities shall mean and include those portions of the Common Areas and Facilities reserved for the use of certain Owners to the exclusion of other Owners. The Limited Common Areas and Facilities are designated as such on the Map or any amended Map. The use and occupancy of designated Limited Common Areas and Facilities shall be reserved to its associated Unit; and each Owner is hereby granted an irrevocable license to use and occupy said Limited Common Areas and Facilities during his time period of ownership. 8. SUBMISSION TO CONDOMINIUM. Declarant hereby submits the Property and the Building and all other improvements thereon to the provisions of the Act. All of said Property is and shall be held, conveyed, hypothecated, encumbered, leased, subleased, rented, used and improved for the aforesaid term as a Time Period Condominium and Commercial Condominium Project to be known as Peregrine Village Condo- miniums. All -of said Property is and shall be subject to the covenants, conditions, restrictions, uses, limitations and obli- gations set forth herein, each and all of which are declared and agreed to be for the benefit of said Project and in furtherance of a plan for improvement of said Property and division thereof into Condominiums; further, each and all of the provisions hereof shall be deemed to run with the land and shall be a burden and a benefit to the Declarant, the successors and assigns of said Declarant, and any person acquiring, leasing, subleasing or owning an interest in the real property and improvements comprising the Project, their assigns, lessees, sublessees, heirs, executors, administrators, devisees and successors. -5- 9. DIVISION INTO CONDOMINIUMS. The Project is hereby divided into two types of Condominiums; first, Time Period Condominiums, consisting of a Time Period Unit and (except for Maintenance Period Units) an appurtenant undivided interest in the Common Areas and Facili- ties; and second, Commercial Condominiums, each consisting of ownership of a Commercial Unit and an appurtenant undivided interest in the Common Areas and Facilities. 10. NATURE AND INCIDENTS OF TIME PERIOD CONDOMINIUM OWNERSHIP. 10.1 As to all Time Period Units, the Association shall provide maid service for and all cleaning, maintenance, painting and repair of such Units, and repair and replacement of the Time Period Unit Furnishings therein. The Association shall acquire and pay for such goods and services with funds from the Furniture and Maintenance Fund, as hereinafter provided for, unless the damages were caused by the intentional or negligent acts or omissions of an individual Owner, his family, guests, invitees or licensees, in which event the costs of repair and replacement shall be assessed to such Owner. The Association shall have the same responsibilities with respect to Limited Common Areas and Facilities, if any, appurtenant to such Units, except that it shall not be responsible to any Owner for loss or damage by theft or otherwise of articles stored in any storage area, balcony or Unit. 10.2 Each Time Period Condominium is and shall hereafter be a parcel of real property, which may be separately held, conveyed, devised, mortgaged, encumbered, leased, rented, used, occupied, improved and otherwise affected in accordance with the provisions of this Declaration. 10.3 Each year shall be divided into 52 Time Periods, designated respectively Time Periods 1 through 52. For Time Period Condominiums located on the second, fourth or sixth level of the Building, Time Period 1 shall commence on the first Saturday of each calendar year at 4:00 p.m. local time and end at 10:00 a.m. local time on the following Saturday. For Time Period Condominiums located on the third or fifth level of the Building, Time Period 1 shall commence on the first Sunday of each calendar year at 4:00 p.m. local time and end at 10:00 a.m. local time on the following Sunday. Succeeding Time Periods shall be numbered consecutively and shall commence at 4:00 p.m. local time on the last day of the previous Time Period. Time Period 52 shall end at 10:00 a.m. local time on the first Saturday for Time Period Condominiums located on the second, fourth, or sixth level of the Building and on the first Sunday for Time Period Condominiums located on the third or fifth level of the Building of the next -6- succeeding calendar year. No Time Period Condominium shall be further divided nor shall the days and times of commencement and conclusion of Time Periods be altered, except as provided in this Declaration. 10.4 Time Periods shall be one of four types as follows: 10.4.1 Peregrine Weeks shall be the five (5) Time Periods which include New Year's Day, President's Day, Easter, Christmas Day and the Americas Classic Ski Cup held at Vail, Colorado, or its successor event. In the event that one of the foregoing holidays falls on a change day, the Saturday or Sunday on which a Time Period commences or ends, the Time Period shall be that Time Period ending on the respective holiday. In the event that the Americas Classic Ski Cup or its successor event is discontinued or the location of such event is moved more than thirty-five (35) miles from Avon, Colorado, the owner of this Time Period shall be deemed to own Time Period 9. The Time Period Owner of a Peregrine Week Time Period shall have the right to occupy his Time Period Unit and to use the Common Areas and Facilities during the annually recurring Time Period or Periods that he owns, except as the Association or this Declaration may otherwise permit use of the Common Areas and Facilities. 10.4.2 Red Weeks shall be the annually recurring Time Periods which include Time Periods, 1 through 14, 24 through 39, and 50 through 52 set forth in Appendix A hereto, but not including those Time Periods designated as Peregrine Weeks. The Time Period Owner of each Red Week Time Period shall have the non-exclusive right to use and enjoy the Common Areas and Facilities and the exclusive right to use and occupy a Time Period Unit in the Project for one (1) Red Week Time Period each fiscal year commencing July 1 and ending the following June 30. No sooner than one (1) year, nor later than thirty (30) days, prior to the date of intended occupancy, the Red Week Time Period. Owner may make a reservation for the use of a Unit during a Red Week Time Period. All reservations shall be made and confirmed in person or by telephone or mail through the Association or its designee. All reservations shall be confirmed on a first come, first serve basis. An Owner failing to request a reservation in a timely manner during a fiscal year may lose his occupancy rights for that fiscal year. 10.4.3 White Weeks shall be the annually recurring Time Periods which include Time Periods 21 through 23 and 47 through 49 set forth in Appendix A hereto, but not including those Time Periods designated as Peregrine Weeks. The Time Period Owner of each White Week Time Period shall have the non-exclusive right to use and enjoy the Common Areas and Facilities and the exclusive' right to us.e and occupy a Time Period Unit in the Project for one (1) White Week Time Period -7- each fiscal year commencing July 1 and ending the following June 30. No sooner than one (1) year, nor later than thirty (30) days, prior to the date of intended occupancy, the White Week Time Period Owner may make a reservation for the use of a Unit during a White Week Time Period. All reservations shall be made and confirmed in person or by telephone or mail through the Association or its designee. All reservations shall be confirmed on a first come, first serve basis. An Owner failing to request a reservation in a timely manner in any calendar year may lose his occupancy rights for that fiscal year. 10.4.4 Blue Weeks shall be the annually recurring Time Periods which include Time Periods 15 through 20 and 40 through 46 set forth in Appendix A hereto, but not including those Time Periods designated as Peregrine Weeks. The Time Period Owner of each Blue Week Time Period shall have the non-exclusive right to use and enjoy the Common Areas and Facilities and the exclusive right to use and occupy a Time Period Unit in the Project for one (1) Blue Week Time Period each fiscal year commencing July 1 and ending the following June 30. No sooner than one (1) year, nor later than thirty (30) days, prior to the date of intended occupancy, the Blue Week Time Period Owner may make a reservation. for the use of a Unit during a Blue Week Time Period. All reservations shall be made and confirmed in person or by telephone or mail through the Association or its designee. All reservations shall be confirmed on a first come, first serve bass. An'Owner failing to request a reservation in a timely manner in- any calendar year may lose his occupancy rights for that fiscal year. 10.5 Each Time Period Owner of a Red Week, White Week or a Blue Week Time Period by entering into a contract for purchase or accepting a deed for a Time Period Unit shall be deemed to have waived his right as a tenant in common with other Time Period Owners to occupy that Unit and shall be entitled to use and occupy only a comparable Unit within the Project during a Time Period in which he holds a confirmed reservation. 10.6 The Association may, but shall not be obligated to, accept reservations received less than thirty (30) days prior to the date of intended occupancy. An Owner of a Red Week, White Week or Blue Week Time Period shall have a non-exclusive right to use and enjoy Common Areas only during the Time Period in which he holds a reservation and during which he is actually using a Unit. 10.7 Time Period Owners who trade confirmed Time Periods with other Time Period Owners shall be responsible for notifying the Association of the trade and shall be deemed to have used the Time Period reserved by them. -8- 10.8 A Time Period Owner may cancel a Time Period previously reserved, without penalty, if notice of cancellation is received by the Association or its designee at least thirty (30) days prior to the first day of the Time Period. If notice is not received by that date, the Time Period Owner shall be deemed to have used the Time Period. 10.9 Subject to availability, a Time Period Owner shall be permitted to occupy a Unit for additional Time Periods ("Bonus Time") as herein provided. Bonus Time may be reserved no more than seventy-two (72) hours in advance. The Time Period Owner using Bonus Time shall be required to pay prior to occupancy a fee as determined by the Association but not more than one-half (1/2) the rental rates for similar lodging in other Colorado resort areas. The Bonus Time fee shall be deposited to the Furniture and Maintenance Fund. 10.10 As to all Time Period Units, the Association shall provide maid service for and all cleaning, maintenance, painting and repair of such Units, and repair and replacement of the Time Period Unit Furnishings therein. The Association shall acquire and pay for such goods and services with funds from the Furniture and Maintenance Fund, as hereinafter provided for, unless the damages were caused by the intentional or negligent acts or omissions of an individual Owner, his family, guests, invitees or licensees, in which event the costs of repair and replacement shall be assessed to such Owner. The Association shall have the same responsibilities with respect to Limited Common Areas and Facilities, if any, appurtenant to such Units, except that it shall not be responsible to any Owner for loss or damage by theft or otherwise of articles stored in any storage area, balcony or Unit. 10.11 Declarant grants to the Association an easement to enter Time Period Units for maintenance purposes upon reasonable notice and prior request by the Association for periods of time not to exceed seven (7) days per year for each Time Period Unit. Said easement is limited to the annually recurring time periods covered by Time Periods 21 through 46 set forth in Appendix A hereto. The Association shall put forth its best efforts to exercise its rights under this easement at times when a specific Time Period Unit is not otherwise in use. Said easement is to clean, maintain, repair, replace and refurbish the appurtenant Unit and Time Period Unit Furnishings therein in accordance with the provisions of this Declaration. 10.12 In the event that any Owner shall occupy a Time Period Unit beyond the Time Period(s) which he owns or otherwise attempts to use or occupy such Unit at any time other than the Time Period(s) appertaining to his Time Period Condominium, the Board of Managers shall be entitled, upon allegations in a -9- verified complaint signed by any member of the Board of Managers, to obtain from any court of competent jurisdiction an order for eviction of said Owner and to obtain enforcement thereof by an appropriate law enforcement agency. Any Owner who does so wrongfully occupy his Unit shall be assessed by the Association as a Common Expense an amount equal to the sum of the following: (1) two times the cost of reasonable alternate lodging for the rightful Owner(s) and their guests for so many 24-hour days or parts thereof as such rightful Owner(s) and their guests have been deprived of the use and occupancy of the Unit, and (2) the reasonable cost of transportation for the rightful Owner(s) and their guests from their home(s) or other point of origination to the Project. When such amount is collected by the Association, it shall be promptly remitted to the rightful Owner. 10.13 In the event an error by the Association or Managing Company deprives the rightful Owner of a Time Period Unit of the use and occupancy of a Unit during the Time Period to which the Owner is entitled, the Association shall pay the cost of alternate lodging for the rightful Owner and their guests for so many 24-hour days or parts thereof as such rightful Owner and their guests have been deprived of the use and occupancy of the Unit. The cost thereof shall be a Common Expense, unless chargeable to the Managing Company pursuant to its contract for services. 10.14 No Owner shall make or cause to be made any altera- tions, improvements, replacements or repairs in or to the Unit related to his Time Period Condominium or to any Time Period Furnishings therein, except with the prior written consent of the Board of Managers or as may be necessary in an emergency to prevent injury to persons or damage to property. In no event shall the Owner subject any Time Period Condominium or Time Period Furnishings therein to any lien for the making of any alterations, improvements, replacements or repairs therein or thereto. No Owner, nor persons within his control, shall commit any waste with respect to the Property or any part thereof, including without limitation Units, Common Areas and Facilities, Limited Common Areas and Facilities and Time Period Furnishings. 10.15 No Owner or other person or entity acquiring any right, title or interest in a Time Period Condominium shall seek or obtain through any legal procedures, judicial partition of the Time Period Condominium or sale of the Time Period Condominium in lieu of partition; provided, that nothing herein contained shall be construed to prohibit a judicial sale in lieu of partition of a Time Period Condominium owned jointly by two or more persons as between such co-owners. -10- 11. NATURE AND INCIDENTS OF COMMERCIAL CONDOMINIUM OWNERSHIP. 11.1 Each Commercial Owner shall have the exclusive right to paint, repaint, tile, wax, paper, carpet or otherwise decorate the interior surfaces of the walls, ceilings, floors and doors forming the boundaries of his Unit and the surfaces of all walls, ceilings, floors and doors within such boundaries. 11.2 Each Commercial Owner shall keep the interior of his Unit, including without limitation, interior walls, windows, ceilings, floors and permanent fixtures and appurtenances thereto, in a clean and sanitary condition and in a state of good repair. In the event that any such Unit should develop an unsanitary or unclean condition or fall into a state of disrepair, and in the event that the Owner of such Unit should fail to correct such condition or state of disrepair promptly following notice from the Association, the Association shall have the right, at the expense of the Owner and without liability to the Owner for trespass or otherwise, to enter said Unit and correct or eliminate said unsanitary or unclean condition or state of disrepair. 11.3 With the written consent of the Association, two or more Commercial Units may be utilized by the Owner(s) thereof as if they were one Unit. To the extent permitted in the written consent of the Association, any walls, floors or other structural separations between any two such Units as one Unit, may, for as long as the two Units are utilized as one Unit, be utilized by the Owner(s) of the adjoining Units as Limited Common Areas and Facilities, except to the extent that any such structural separations are necessary or contain facilities necessary for the support, use or enjoyment of other parts of the Project. At any time, upon the request of the Owner of one of such adjoining Units, any opening between the two Units which, but for joint utilization of the two Units, would have been occupied by the structural separation, shall be closed, at the equal expense of the Owner(s) of each of the two Units and the structural separations between the two Units shall thereupon become Common Areas and Facilities. 11.4 Each Commercial Condominium is and shall hereafter be a parcel of real property, which may be separately held, conveyed, devised, mortgaged, encumbered, leased, rented, used, occupied, improved, and otherwise affected in accordance with the provisions of this Declaration. r 12. OWNERSHIP OF COMMON AREAS AND FACILITIES. The undivided interest in the Common Areas and Facilities appurtenant to each Unit or Time Period Unit in the Project shall -11- be as set forth in Appendix A attached hereto and by this reference made a part hereof. The percentages appurtenant to each Unit or Time Period Unit as shown in said Appendix A shall have a permanent character and shall not be altered without the unanimous written consent of all Owners expressed in an amendment to this Declaration duly recorded. Except as otherwise provided in this Declaration, each Owner shall be entitled to use the Common Areas and Facilities (other than the Limited Common Areas and Facilities) in any manner that does not hinder or encroach upon the rights of other Owners and is not contrary to any Rules and Regulations promulgated by the Association. 13. TITLE TO CONDOMINIUMS. 13.1 Title to a Condominium within the Project may be held. or owned by any person or entity and in any manner in which title to any other real property may be held or owned in the State of .Colorado, including, but not by way of limitation, joint tenancy or tenancy in common. 13.2 Title to no part of a Condominium within the Project may be separated from any other part thereof during the period of condominium ownership prescribed herein, and each Time Period Unit (except Maintenance Periods) and Commercial Unit, and the undivided interest in the Common Areas and Facilities appurtenant to each shall always be conveyed, devised, encumbered and otherwise affected only as a complete Condominium. Every gift, devise, bequest,, transfer, encumbrance, conveyance or other disposition of a Condominium, or any part thereof, shall be construed to be a gift, devise, bequest, transfer, encumbrance or conveyance, respectively, of the entire Condominium,' together with all appurtenant rights created by law or by this Declaration, including appurtenant membership in the Association as hereinafter set forth. 13.3 The Common Areas and Facilities shall be owned in common by all of the Owners, and no Owner may bring any action for partition thereof. 13.4 Each Owner -shall have the right to mortgage or otherwise encumber his Condominium. However, no Owner shall attempt to or shall have the right to mortgage or otherwise encumber the Common Areas and Facilities or any part thereof except the undivided interest therein appurtenant to his Condominium. Any mortgage or other encumbrance of any Condominium within the Project shall be subordinate to all of the provisions of this Declaration, and in the event of foreclosure the provisions of this Declaration shall be binding upon any Owner whose title is derived through the foreclosure by private power of sale, judicial foreclosure, or otherwise. -12- 13.5 No labor performed or material furnished for use in connection with any Unit with the consent or at the request of an Owner or his agent or subcontractor shall create any right to file a statement of mechanic's lien against the Unit of any other Owner not expressly consenting to or requesting the same or against any interest in the Common Areas and Facilities except as to the undivided interests therein appurtenant to the Unit of the Owner for whom such labor shall have been performed and such materials shall have been furnished. 13.6 Every contract for the sale of a Condominium and every other instrument affecting title to a Condominium within the Project may describe a Unit by its identifying unit number and, where applicable, its Time Period number, as indicated in this Declaration or as shown on the Map. Such description will be construed to describe the Unit, together with the appurtenant undivided interest in the Common Areas and Facilities, and to incorporate all the rights incident to ownership of a Condominium within the Project and all of the limitations on such ownership as described in this Declaration and/or the Bylaws of the Association. 13.7 The Association shall be named in all deeds of conveyance concerning the Units or any of them as the party to receive, and shall receive, all notices concerning all taxes, assessments and other charges of the State of Colorado or of any political subdivision or of any special improvement district or of any other taxing or assessing .authority levied on the Units and/or the Common Areas and Facilities. The Board of Managers shall be responsible for paying all taxes and assessments which are or could become a lien on the Common Areas and Facilities, or any portion thereof, and shall apportion all such taxes and/or assessments among the Time Period Condominiums in proportion to the undivided fractional interests in the Common Areas and Facilities appurtenant to each such Condominium. The Association shall furnish to the assessor all necessary information with respect to such apportionment. No forfeiture or sale of any Time Period Condominium for delinquent taxes, assessments or other governmental charges shall divest or in any way affect the title to any other Time Period Condominium. 13.8 Title to a Condominium within the Project will include the following with respect to Red, White and Blue Weeks: A restrictive covenant whereby a Red Week, White Week or Blue Week Time Period Owner (as defined in Section 10 of this Declaration) waives the right to use and occupy his. Time Period Unit; and a grant whereby a Time Period Owner receives a recurring annual right to reserve and exclusively use and occupy a Time Period Unit located within the Project for seven (7) days each year for each Time Period owned. -13- 14. EASEMENTS. The following easements are hereby granted or reserved: 14.1 If any part of the Common Areas and Facilities encroaches or shall hereafter encroach upon a Unit or Units, an easement for such encroachment and for the maintenance of the same shall and does exist. If any part of a Unit encroaches or shall hereafter encroach upon the Common Areas and Facilities, or upon an adjoining Unit or Units, an easement for such encroachment and for the maintenance of the same shall and does exist. Such encroachments shall not be considered to be encumbrances either on the Common Areas and Facilities or the Units. Encroachments referred to herein include, but are not limited to, encroachments caused by error in the original construction of any improvement constructed or to be constructed within the Project, by error in the Map, by settling, rising or shifting of the earth, or by changes in position caused by repair or reconstruction of the Project or any part thereof. 14.2 Some of the Common Areas and Facilities are or may be located within the Units or may be conveniently accessible only through the Units. The Association shall have the irrevocable right to have access to each Unit and to all Common Areas and Facilities from time to time during such reasonable hours as may be necessary for the maintenance, cleaning, repair or replacement of any Common Areas or Time Period Unit Furnishings located therein or accessible therefrom or for making emergency repairs at any time therein necessary to prevent damage to the Common Areas and Facilities or to a Unit or Units. In addition, the Association or its agents may enter any Unit when necessary in connection with any cleaning, maintenance, repair, replacement, landscaping or construction for which the Association is responsible. Such entry shall be made with as little inconvenience to the Owners as practicable, and any damage caused thereby shall be repaired by the Association. 14.3 Each Owner shall have the right to ingress and egress over, upon and across the Common Areas and Facilities as necessary for access to his Unit and to any Limited Common Areas and Facilities appurtenant to his Unit, and shall have the right to the horizontal, vertical and lateral support of his Unit. 14.4 The Association shall have an easement to make such use of the Common Areas and Facilities as may be necessary or convenient to perform the duties and functions that it is obligated or permitted to perform pursuant to this Declaration, including, without limitation, the right to construct and maintain in the Common Areas and Facilities, other than Limited Common Areas and Facilities reserved for the use of specific Time -14- Period Owners or Commercial Owners, facilities for use by Owners generally or by the Association and its agents exclusively. 14.5 All conveyances of Condominiums within the Project hereafter made, whether by Declarant or otherwise, shall be construed to grant and reserve such reciprocal easements as are provided herein, even though no specific reference to such easements appears in any such conveyance. 15. RESTRICTIONS ON USE. 15.1 The Commercial Units within the Project, except as otherwise permitted in writing by the Association, shall be used only as follows: 15.1.1 The Commercial Units with the Project may be used only as restaurants, retail businesses, lounges. business offices, professional offices or for property management; provided, however, that if the particular use of any Commercial Unit increases the rate of insurance on the Project or any part thereof over what the Association, but for such activity, would pay, the Owner of such Commercial Unit shall be assessed for and shall pay the amount of such increase. 15.1.2 All customers, clients, patrons and licensees of Owners of Commercial Units shall be permitted to enter upon the Project and shall have a non-exclusive easement across the Common Areas and Facilities located on Levels 1 and 2 for access to such Commercial Units. 15.2 The Time Period Units, except as otherwise permitted in writing by the Association, shall be used and occupied only as follows: 15.2.1 The Time Period Units within the Project shall be used exclusively as a residence for a single family. 15.2.2 No Time Period Unit shall be used to accom- modate more persons than it was designed to accommodate comfortably, which is defined herein as no more than four persons in each Time Period Unit. 15.2.3 No Time Period Unit shall be used for business or commercial activity; provided, however, that nothing in this Subsection shall be deemed to prevent (a) Declarant or its duly authorized agent from using any Units owned by Declarant as sales models or property management office, or (b) any Owner or his duly authorized agent from freely renting or leasing his Unit from time to time. -15- 15.3 The Units, Common Areas and Facilities and Limited Common Areas and Facilities, except as otherwise permitted in writing by the Association, shall be used in accordance with the following restrictions: 15.3.1 No noxious or offensive activity shall be carried on in or upon any part of the Project nor shall anything be done or placed in or upon any part of the Project which is or may become a nuisance or may cause embarrassment, disturbance or annoyance to Owners. 15.3.2 No activities shall be conducted, nor improvements constructed, in or upon any part of the Project which are or may become unsafe or hazardous to any person or property. 15.3.3 No signs, flags or advertising devices of any nature, including, without limitation, commercial, political, informational or directional signs or devices, shall be erected or maintained on any part of the Project, without the prior inspection and written approval of the Association, except as may be necessary temporarily to caution or warn of danger. 15.3.4 No animals, birds, fish or pets shall be kept or allowed to remain on any part of the Project. 15.3.5 The draperies, shades and other interior window coverings in Units shall present a uniform and pleasant appearance from the outside of the Building. No draperies, shades or other interior window coverings shall be installed or employed in any Unit without the prior inspection and approval of the Association. 15.3.6 No Unit, Time Period Unit, Common Areas and Facilities, or portions thereof may be further divided or subdivided or a fractional portion thereof sold or conveyed so as to be held in divided ownership (as opposed to tenancy in common). 15.3.7 No Owners shall, without the prior written consent of the Association, make or permit to be made any structural alteration, improvement or addition in or to his Unit or to the Common Areas and Facilities. No Owner shall, without the prior written consent of the Association, do any act that would impair the structural soundness or integrity of the Building or the safety of property or impair, any easement or hereditament appurtenant to the Project. 15.3.8 There shall be no obstruction of the Common Areas and Facilities by any Owner. Owners shall neither store -16- nor leave any of their property in the Common Areas and Facilities, except with the prior consent of the Association. 15.3.9 Nothing shall be done or kept in any Unit or in the Common Areas and Facilities or any part thereof which would result in cancellation of the insurance on the Project or any part thereof, nor shall anything be done or kept in any Time Period Unit which would increase the rate of insurance on the Project or any part thereof over what the Association, but for such activity, would pay, without the prior written consent of the Association. Nothing shall be done or kept in any Unit or in the Common Areas and Facilities or any part thereof which would be in violation of any statute or rule, ordinance, regulation, permit or other validly imposed requirement of any governmental body. No damage to, or waste of, the Common Areas and Facilities or any part thereof shall be committed by any Owner or guest, lessee, licensee or invitee of any Owner, and each Owner shall indemnify and hold the Association and the other Owners harmless against all loss resulting from any such damage or waste caused by him or his guests, lessees, licensees or invitees. 15.3.10 No Owner shall violate the Rules and Regulations for the use of Time Period Units, Commercial Units and Common Areas and Facilities as adopted from time to time by the Association. 15.4 During the course of actual construction of any permitted structures or improvements, the provisions, covenants, conditions and restrictions contained in this Declaration shall be deemed waived to the extent necessary to permit such construction, provided that during the course of such construction, nothing is done which will result in a violation of any of said provisions, covenants, conditions or restrictions upon completion of construction. 16. ASSOCIATION OF UNIT OWNERS; BOARD OF MANAGERS 16.1 The persons or entities who are at the time of reference the Owners constitute a non-profit corporation, the characteristics and nature of which are determined by the Act, the Declaration, the Bylaws and its Articles of Incorporation. The name in which contracts shall be entered into, title to property shall be acquired, held, dealt in and disposed of, bank accounts shall be opened and suits shall be brought and defended by the Board of Managers or officers thereof on behalf of, or as agent for the Owners'in the manner specified by the Act, this Declaration, the Bylaws and/or the Articles of Incorporation, is: "Peregrine Village Condominium Owners Association, Inc." ("Association"). -17- 16.2 The management and maintenance of the Project and the administration of the affairs of the Association shall be conducted by a Board of Managers consisting of not fewer than three (3) and nor more than seven (7) natural persons who need not be Owners, the exact number to be determined by a separate vote at the annual meeting of the Association. The Board of Managers shall be elected as provided in the Bylaws. 1 16.3 The Board of Managers may employ a managing company for the Project pursuant to a written management agreement. 16.4 Except as otherwise limited herein, the Board of Managers shall have all the powers, duties and responsibilities as are now or may hereafter be provided by the Act, this Declara- tion and the Articles and Bylaws, including but not limited to the following: 16.4.1 To make and enforce all rules and regulations covering the operation and maintenance of the Project and the Units. Such rules and regulations may include reasonable changes in the check-in and check-out times provided in paragraph 11.6 above. 16.4.2 To engage the services of a manager or managing company, accountants, attorneys or other employees or agents and to pay to said persons a reasonable compensation therefor. 16.4.3 To operate, maintain, repair, improve and replace the Common Areas and Facilities; provided, however, that any single expenditure for capital improvements in excess of $20,000 must receive the prior approval of a majority of the Owners. 16.4.4 To determine and pay the expenses of maintenance, repair and replacement of the Common Areas and Facilities ("Common Expenses"), as well as all expenses related to Time Period Furnishings and maintenance of Time Period Condominiums ("Furniture and Maintenance Expenses"). 16.4.5 To assess and collect the proportionate share of Common Expenses and Furniture and Maintenance Expenses from the Owners, as provided in Section 24 hereinafter. 16.4.6 To enter into contracts, deeds, leases and/or other written instruments or documents and to authorize the execution and delivery thereof by the appropriate officers. 16.4.7 To open bank accounts on behalf of the Association and to designate the signatures therefor. -18- 16.4.8 To purchase, hold, sell, convey, mortgage or lease any one or more Condominiums in the name of the Association or its designee. 16.4.9 To bring, prosecute and settle litigation for itself, the Association and the Project, provided that it shall make no settlement which results in a liability against the Board of Managers, the Association or the Project in excess of $10,000 without the prior approval of a majority of Owners. 16.4.10 To obtain insurance for the Association with respect to the Units and the Common Areas and Facilities, as well as workmen's compensation insurance. 16.4.11 To repair or restore the Project following damage or destruction or a permanent taking by the power of or power in the nature of eminent domain or by an action or deed in lieu of condemnation not resulting in the removal of the Project from the provisions of the Act. 16.4.12 To own, purchase or lease, hold and sell or otherwise dispose of, on behalf of the Owners, items of personal property necessary to or convenient to the management of the business and affairs of the Association and the Board of Managers and to the operation of the Project, including without limitation furniture, furnishings, fixtures, maintenance equipment, appliances and office supplies. 16.4. 13 To keep adequate books and records. 16.4.14 To do all other acts necessary for the operation and maintenance of the Project, including the maintenance and repair of any Unit if the same is necessary to protect or preserve the Project. 16.5 The Board of Managers may delegate to a manager o-r managing company by written agreement all of the foregoing powers, duties and responsibilities referred to in paragraph 16.4 above except the final determination of estimated expenses, annual budgets and assessments based thereon; the promulgation of rules and regulations; the power to enter into any contract involving more than $10,000 in any one fiscal year; the opening of bank accounts; the power to purchase, hold, sell, convey, mortgage or lease any Units in the name of the Association; the authority to bring, prosecute and settle litigation or the power to form a non-profit corporation. 16.6 The Board of Managers shall not take any of the following actions except with the vote or written assent of a majority of the voting power of the Association residing in the Owners other than Declarant: -19- 16.6.1 Entering into a contract with a third person wherein the third person will furnish goods or services for the Common Areas and Facilities or the Association for a term longer than one year with the following exceptions: 16.6.1.1 A contract with a public utility company if the rates charged for the materials or services are regulated by the Public Utilities Commission; provided, however, that the term of the contract shall not exceed the shortest term for which the supplier will contract at the regulated rate; 16.6.1.2 Prepaid casualty and/or liability insurance policies of not to exceed three years duration, provided that the policy provides for short rate cancellation by the insured; 16.6.2 Incurring aggregate expenditures for capital improvements to the Common Areas and Facilities in any fiscal year in excess of five percent (5%) of the budgeted gross expenses of the Association for that fiscal year; and 16.6.3 Selling during any fiscal year property of the Association having an aggregate fair market value greater than five percent (5%) of the budgeted gross expenses of the Association for that fiscal year. 16.7 Members of the Board of Managers, the officers and any assistant officers, agents and employees of the Association (i) shall not be liable to the Owners as a result of their activities as such for any mistake of judgment, negligence or otherwise, except for their own willful misconduct or bad faith; (ii) shall have nd personal liability in contract to an Owner or any other person or entity under any agreement, instrument or transaction entered -into by them on behalf of the Association in their capacity as such; (iii) shall have no personal liability in tort to any Owner or any person or entity, direct or imputed, by virtue of acts performed by them, except for their own willful misconduct or bad faith, nor for acts performed for them in their capacity -as such; and (iv) shall have no personal liability arising out of the use, misuse or condition of the Property, which might in any way be assessed against or imputed to them as a result or by virtue of their capacity as such. 16.8 The Owners .shall indemnify and hold harmless any person, his heirs and personal representatives, from and against all personal liability and all expenses, including attorneys' fees, incurred or imposed, or arising out of or in settlement of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, instituted by any one or more Owners, or any other persons or entities, to which he shall be or shall be threatened to be made -20- L a party by reason of the fact that he is or was a member of the Board of Managers or an officer or assistant officer, agent or employee of the Association, other than to the extent, if any, that such liability or expense shall be attributable to his willful misconduct or bad faith, provided that in the case of any settlement, the Board of Managers shall have approved the settlement, which approval is not to be unreasonably withheld. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled as a matter of law or agreement, vote of Owners or the Board of Managers or otherwise. The indemnification by the Owners as contained herein shall be paid by the Board of.Managers on behalf of the Owners and shall constitute a Common Expense and shall be assessed and collected as such. 17. MAINTENANCE, ALTERATION AND IMPROVEMENT. 17.1 The maintenance, replacement and repair of the Common Areas and Facilities shall be the responsibility of the Board of Managers, and the cost thereof shall be a Common Expense.. The Board of Managers shall also maintain, replace and repair. all parking areas, porches and decks and all conduits, ducts, plumbing and wiring and other facilities for the furnishing of heat, gas, light, power, water and sewer service. All incidental damages caused to a Unit by the maintenance, replacement and repairs of the Common Areas and Facilities or utility services shall be repaired promptly and the cost thereof charged as a Common Expense. 17.2 Some of the Common Areas and Facilities are or may be located within the Units or may. be conveniently accessible only through the Units. The Association shall have the irrevocable right to have access to each Unit and to all Common Areas and Facilities from time to time during such reasonable hours as may be necessary for the cleaning, repair or replacement of any Common Areas or Facilities or for making any emergency repairs at any time and when necessary to prevent damage to the Common Areas and Facilities or to any Unit. The Association shall also have the irrevocable right to have access to any Unit when necessary in connection with any maid service, cleaning, maintenance, repair, replacement, painting, landscaping, construction or reconstruction for which the Association' is responsible. Such entry shall be made with as little inconvenience to the Owners as is practicable under the circumstances and any damage caused thereby shall be repaired by the Association with funds from the Furniture and Maintenance Fund provided for hereinafter. -21- 18. INSURANCE. 18.1 The Board of Managers shall obtain and maintain at all times insurance of the type and kind as provided herein and including insurance for such other risks of a similar or dissimilar nature as are or shall hereafter customarily be covered with respect to other properties similar to the Project in construction, design and use. The Board of Managers shall make every reasonable effort to obtain insurance with the following provisions or endorsements: 18.1.1 Exclusive authority to adjust losses shall be vested in the Board of Managers as insurance trustee; 18.1.2 The insurance coverage shall not be brought into contribution with insurance purchased by individual Owners or their respective mortgagees; 18.1.3 Each, Owner may obtain additional insurance covering his real property interest at his own expense; 18.1.4 The insurer waives its right of subrogation as to any claims against each Owner; 18.1.5 The insurance coverage cannot be cancelled, invalidated or suspended because of the conduct of any one or more individual Owners or their respective tenants, employees, agents, contractors or guests; 18.1.6 The insurance coverage cannot be cancelled, invalidated or suspended because of the conduct of any officer or employee of the Association or Board of Managers or their employees, agents or contractors, without prior demand-in writing that the Board of Managers cure the defect, and then only if the defect is not cured within fifteen (15) days after receipt-of said demand by the Board of Managers. 18.2 The Board of Managers, for the benefit of the Property and the Owners, shall maintain a policy or policies of casualty and multi-risk "all peril" insurance on the Property, with the provisions and endorsements as set forth in paragraph 18.1 above, if obtainable, and with extended coverage endorsements for the full insurable replacement value of the Units, Common Areas and Facilities, Time Period Unit Furnishings, common -personal property and fixtures, payable to the Board of Managers as insurance trustee to be disbursed in accordance with the terms of this Declaration. The limits and coverage of said insurance shall be reviewed at least annually by the Board of Managers and shall. include an appraisal of the Project. Said policy or policies shall provide for a separate loss payable endorsement in -22- favor of the mortgagee or mortgagees, if any, of each Time Period Condominium. 18.3 The Board of Managers shall obtain a policy or policies of insurance insuring the Board of Managers, the Owners and their respective tenants, servants, agents or guests against any liability to the public or to the Owners, members of the households of Owners and their respective invitees or tenants arising out of and incident to the ownership and/or use of the Project, including the personal liability exposure of the Owners incident to the ownership and/or use of the Project. No act or omission by any Owner, unless acting within the scope of his or her authority on behalf of the Association, will void the policy or operate as a condition to recovery under the policy by any other individual. Limits of liability under such insurance shall not be less than One Million Dollars ($1,000,000) for any one. person injured in any one occurrence, and shall not be less than Three Hundred Thousand Dollars ($300,000) for property damage in each occurrence. The limits in coverage of said liability policy or policies shall be reviewed at least annually by the Board of Managers and increased or decreased at its discretion, provided that such limits shall not fall below the minimums specified in this paragraph. Said policy or policies shall be issued on a comprehensive liability basis, and if possible, shall provide cross-liability endorsements for possible claims 'of any one or more or group of insureds against any one or more or group of insureds without prejudice to the right of ja named insured under the policies to maintain an action against another named insured. 18.4 Each Owner shall be required to notify the Board of Managers of all improvements, if allowed, made to his Unit, the value of which is in excess of One Thousand Dollars ($1,000) and shall be liable for any increased insurance premium for insurance maintained by the Board of Managers occasioned thereby. Each Owner shall bear the risk of loss for all improvements made to his Unit that were not the subject of notice to the Board of Managers. 18.5 Any Owner who obtains individual insurance coverage covering any portion of the Project, other than personal property belonging to such Owner, shall be required to file a copy of such individual policy or policies with the Board of Managers within thirty (30) days after obtaining such insurance coverage. 18.6 No, Owner shall be entitled to exercise his right to maintain insurance coverage in such a way as to decrease the amount that the Board of Managers on behalf of all the Owners may realize under any insurance policy that the Committee may have in force covering the Project or any part thereof at any time. -23- 19. DESTRUCTION OR DAMAGE. 19.1 In case of fire or any other disaster which causes damage or destruction to all or part of the Project, the Board of Managers, with the help of an independent appraiser, shall determine the percentage that was destroyed or substantially damaged. If less than two-thirds (2/3) of the Project was destroyed or substantially damaged, the Board of Managers shall arrange for the prompt repair and restoration thereof, using the proceeds of insurance on the Project for that purpose, and the Owners shall be liable for assessment for any deficiency in proportion to their respective fractional ownership interest in the Common Area and Facilities. Reconstruction of the Project shall mean restoring'to substantially the same condition in which it existed prior to the damage or destruction, with each Unit and the Common Areas and Facilities having the same vertical and horizontal boundaries as before, unless the destruction or damage is by reason of eminent domain, in which event the provisions of Section 21 hereof shall apply. 19.2 If two-thirds (2/3) or more of the Project is destroyed or substantially damaged, the Board of Managers shall, within one hundred (100) days after such destruction or damage, call a special meeting of the Association for the purpose of deciding whether or not the Project shall be repaired and restored. If Owners holding three-fourths (3/4) or more of the ownership interests in the Project, in person or by proxy, vote to repair or restore the Project, the Board of Managers shall promptly arrange for the reconstruction of the Project using the proceeds of insurance therefrom for that purpose, and the Owners shall be liable for assessment for any deficiency in proportion to their respective fractional ownership interest in the Common Areas and Facilities. If the destruction or damage is by reason of eminent domain, the provisions of Section 21 hereof shall apply. At.such election, if Owners holding three-fourths (3/4) or more of the ownership interests in the Project do not vote either in person or by proxy to make provision for reconstruction, the Board of Managers shall record with the Recorder of Eagle County a notice which complies with the -Act setting forth such facts, and upon the recording of such notice (i) the Project shall be deemed to be owned in common by the Owners as tenants in common, each Owner owning an undivided interest in the Project equal to his fractional ownership in the Common Areas and Facilities; (ii) any liens affecting any of the Units shall be deemed to be transferred in accordance with the existing priorities to the undivided interest of the Owners in the Project; and (iii) the Project shall be subject to an action for partition at the suit of any Owner, in which event the net proceeds of sale, together with the net proceeds of the insurance on the Project, shall be considered as one fund and shall be divided among all Owners in an amount equal to the fractional -24- ownership interest owned by each Owner in the Project, after first paying out of the respective shares of the Owners; to the extent sufficient for such purposes, all sums necessary to satisfy liens on the undivided interest in the Project owned by each Owner. 19.3 For purposes of this Section 19, the terms "disaster", "destruction" or "substantial damage" shall also mean and include a temporary or permanent taking, injury or destruction of all or part of the Common Areas and Facilities or one or more Units or portions thereof by the exercise of the power of or power in the nature of eminent domain or by an action or deed in lieu of condemnation. 20. TERMINATION. 20.1 In the event that such fraction or percentage of the Project is destroyed or substantially damaged so as to bring into effect the provisions of paragraph 19.2 above and the Owners do not vote to reconstruct the Project as provided therein, the Project shall be removed from the provisions of the Act without further agreement one hundred and one (101) days after such destruction or damage. 20.2 All of the Owners may remove the Project from the provisions of the Act by an instrument duly recorded to that effect, provided that the holders of all liens affecting any of the Units consent or agree by instruments duly recorded that their liens be transferred to the fractional ownership interest of the Owners in the Project. 20.3 After removal of the Project from the Act, the Owners shall own the Project and all assets of' the, Association as tenants in common and the respective mortgagees and lienors shall have mortgages and liens upon the respective undivided interests of the Owners. Such undivided interests of the Owners shall be the same as the fractional ownership interest in the Common Areas and Facilities appurtenant to the Units prior to removal from the Act. 20.4 This Section 20 cannot be amended without consent of all Owners and all record owners of mortgages on Units. 21. EMINENT DOMAIN. 21.1 Whenever any proceeding is instituted that could result in the temporary or permanent taking, injury or destruction of all or part of the Common. Areas and Facilities or one or more Units or portions thereof by the exercise of the -25- power of or power in the nature of eminent domain or by an action or deed in lieu of condemnation, the Board of Managers and each Owner shall be entitled to notice thereof and the Board of Managers -shall, and the Owners at their respective expense may, participate in the proceedings incident thereto. 21.2 With respect to the Common or Limited Common Areas and Facilities, any damages or awards shall be determined for such taking, injury or destruction as a whole and not for each Owner's interest therein. After such determination, each Owner shall be entitled to a share in the damages in the same proportion as his fractional ownership interest in the Common Areas and Facilities. This provision' does not prohibit a majority of the Owners from authorizing the Board of, Managers to use such damages or awards for -replacing or restoring the Common Areas and Facilities so taken on the remaining land or on other acquired land, provided that this Declaration and the Map are duly amended. 21.3 With respect to one or more Units or portions thereof, the damages or awards for such taking shall be deemed to be proceeds from insurance on account of damage or destruction pursuant to Section 19 above and shall be deposited with the Board of Managers as trustee. Even though the damage- or awards may be payable to one or more Owners, the Owners shall deposit the damages or awards with the Board of Managers as trustee. In the event an Owner refuses to so deposit his aware with the Board of Managers, then at the option of the Board of Managers, either a special assessment shall be made against the defaulting Owner and his Unit in the amount of this award or the amount of such award shall be set off against the sum hereafter made payable to such Owner. 21.4 In the event the Project is removed from the provisions of the Act pursuant to Section 20 above, the proceeds of the damages or awards shall be distributed or used in accordance with and the Owners of the affected Units shall have the rights provided in paragraph 19.2 above. 21.5 If one or more Units are taken, in whole or in part, and the Project is not removed from the provisions- of the Act, the taking shall have the following effects: 21.5.1 If the taking reduces the size of a Unit and the remaining portion of the Unit may be made tenantable, the Unit shall be made tenantable. If the cost of such work exceeds the amount of the award, the additional funds required shall be assessed against the Owners of the Unit. The balance of the award, if any, shall be distributed to the mortgagee to the extent of the unpaid balance of its mortgage and the excess, if any, shall be distributed to the Owner. -26- 21.5.2 If the taking destroys or so reduces the size of a Unit that it cannot be made tenantable, the award shall be distributed to the mortgagee of the Unit to the extent of the unpaid balance of its mortgage and the excess, if any, shall be distributed to the Owners. The remaining portion of such Unit, if any, shall become a part of the Common Areas and Facilities and shall be placed in condition for use by all Owners in the manner approved by the Board of Managers. The fractional ownership interest in the Common Areas and Facilities appurtenant to the Units that continue as part of the Project shall be equitably adjusted to distribute the ownership of the Common Areas and Facilities among the reduced number of Owners. 21.6 Changes in Units, in the Common Areas and Facilities and in the ownership of the Common Areas and Facilities that are affected by the taking referred to in this Section 21 shall be evidenced by an amendment to this Declaration and the Map, which need not be approved by the Owners. 22. MORTGAGEE PROTECTION. 22.1 The term "mortgage" as used herein shall mean any recorded mortgage having priority over other mortgages and shall include a recorded deed of trust. The term "mortgagee" shall mean the owner and holder of a mortgage and shall include a beneficiary under a deed of trust. The term."Unit" shall include a Time Period Condominium, where applicable. 22.2 The Board of Managers shall maintain a roster of Owners from the evidence of change of ownership furnished to the Association, which roster shall include the mailing addresses of all Owners. The Board of Managers will also maintain a roster containing the name and address of each mortgagee of a Condominium if the Committee is provided notice of such mortgage by way of a certified copy of the recorded instrument evidencing the mortgage and containing the name and address of the mortgagee. The mortgagee shall be stricken from the roster upon request by.such mortgagee or upon receipt by the Board of Managers of a certified copy' of a recorded release or satisfaction of the mortgage. Notice of such removal shall be given to the mortgagee unless the removal is requested by the mortgagee. . 22.3 The Board of Managers shall give to any mortgagee on the roster written notification of any default by the mortgagor of the respective Condominiums in the performance of such mortgagor's obligations under the Declaration which is not cured within thirty (30) days. -27- 22.4 A mortgagee of any Unit who comes into possession of the Unit pursuant to the remedies provided in the mortgage or foreclosure of the mortgage, or by way of deed or assignment in lieu of foreclosure shall take the property free of any claims for unpaid assessments or charges against the mortgaged Unit which accrued prior to the time such mortgagee comes into the possession of the Unit except for claims for a pro rata share of such assessments or charges resulting from a pro rata realloca- tion of such assessment or charges to all Units, including the mortgaged Unit. 22.5 Any liens created under the Act or pursuant to this Declaration or the Bylaws upon any Condominium shall be subject and subordinate to and shall not affect the rights of a mortgagee under a mortgage on such Condominium made in good faith and for value; provided, however, that any lien created after a foreclosure sale shall have the same effect.and be enforced in the same manner as provided in the Act, the Declaration and/or the Bylaws. 22.6 No amendment to this a mortgagee who has recorded recordation of any such amendment. paragraph shall adversely affect a valid mortgage prior to the 23. AMENDMENT. Except as otherwise provided in this Declaration and except as prohibited by the Act, the provisions of this Declaration may be amended by an instrument in writing signed and acknowledged by Owners who own three-fourths (3/4) or more of the ownership interests in the Common Areas and Facilities, which amendment, shall be effective upon recording; provided, however, that any amendments which affect only Time Period Owners or Commercial Owners shall be signed and acknowledged by both the Owners of three-fourths (3/4) or more of the ownership interests 'of the Time Period Units or the Commercial Units, as applicable, and the Owners of the aforesaid total Project interests. The percentage of votes necessary to amend a specific clause in this Declaration shall not be less than the percentage of affirmative votes or written assents required to be taken under that clause. 24. ASSESSMENTS. 24.1 The making and collection of assessments from Owners for their share of Common Expenses shall be pursuant to the Bylaws and subject to the following provisions: 2.4.1.1 Each Owner, including Declarant for Condominiums which it owns, shall be liable for a proportionate -28- share of the Common Expenses, such share being the same as the percentage of ownership interest in the Common Areas and Facilities appurtenant to the Condominium owned by him. Regular assessments shall commence on the first day of the month following the closing of the first sale of a Condominium in the Project. °24.1.2 The Board of Managers may not impose a regular annual assessment per Condominium which is more than twenty percent (20%) greater than the regular assessment for the immediately preceding fiscal year without first obtaining the vote or written assent of a majority of the voting power of the Association residing in Owners other than Declarant, provided that such percentage increase shall be 'calculated without regard to any increase attributable to an increase in real estate taxes on the Condominiums. 24.1.3 All assessments shall be due as determined pursuant to the Bylaws. Assessments and any installments thereof not paid on or before ten (10) days after the date when due shall bear. interest at the minimum rate of twelve percent (12%) per annum, or at such higher rate of interest as may be set by the Board of Managers, from the date when due until paid. All payments on account shall be first applied to interest and then to the assessment payment first due. 24. 1.4 There shall be a- lien upon the applicable Condominium for unpaid assessments which shall also secure reasonable attorneys' fees and all costs and expenses, including taxes, if any, incurred by the Board of Managers because of such a lien. The lien for assessments shall be superior (prior) to all other liens and encumbrances except assessments, liens and charges in favor of the state or any political subdivision thereof, for taxes past due and unpaid on the Unit, and amounts due under duly recorded mortgages. 24.1.5 In any foreclosure of a lien for assessments, the Owner subject to the lien shall be required to pay a reasonable rental for the Condominium, and the Board of Managers shall be entitled to the appointment of a receiver to collect the same. 24.1.6 If an Owner of a Time Period Condominium is delinquent in the payment of regular or special assessments, Furniture and Maintenance Assessments, or other charges duly levied by the Association, in addition to any other remedies afforded by this Declaration, the Bylaws and the Act, the Board of Managers or -its duly authorized managing agent acting on, its behalf.may suspend such Owner's right to occupy said Owner's Time Period Condominium and may suspend all related rights and privileges as an Owner during the period of time such Owner is -29- delinquent in the said payment, provided the Board of Managers or managing agent shall give such Owner written notice of the suspension of his rights and privileges immediately after the decision to suspend has been made. 24.2 The Board of Managers may include in the monthly assessments amounts representing contributions to the capital of the Association to be used for the replacement of or additions to capital -items or improvements in the Project. Said amounts shall be set up as capital accounts for each Condominium. In the event of transfer of a Condominium, the capital account shall be deemed transferred to the transferee of the Condominium. Similar capital accounts for the replacement of Time Period Unit Furnishings may be' established with respect to the Time Period Condominiums. 24.3 In assessing the Owners for capital improvements to the Common Areas and Facilities, there shall be no single improvements exceeding the sum of Twenty Thousand Dollars. ($20,000) made by the Board of Managers without the same having been first voted on and approved by a majority vote in percentage -ownership interest of those present in person or by proxy at a meeting. of the Association duly called for that purpose. The foregoing shall not apply in connection with damage or destruction referred to in Section 19 hereof or to such structural alterations of capital additions or capital „ improvements to the Common Areas and Facilities as are necessary in the Board of- Managers' reasonable judgment to preserve or maintain the integrity of the Common Areas and Facilities. 24.4 In addition to the regular assessments, the Association may levy in any calendar year, special assessments = applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon any common area, including the necessary fixtures and-personal property related thereto. However, in any fiscal year, any such assessments which in the aggregate exceed five percent (5%) of the budgeted gross expenses of the Association for that fiscal year must be approved by the vote or written assent of a majority of the voting power of the Association residing in Owners other than Declarant. The portion of any special assessment levied on a particular Condominium shall be the fraction of undivided interest in the Common Areas and Facilities appurtenant to such Condominium. These provisions with respect to the allocation of special assessments shall not apply when the special assessment against an Owner is a remedy utilized by the Board of Managers to reimburse the Association for costs incurred in bringing the Owner and/or his Condominium into compliance with the provisions of this Declaration, the -30- Bylaws, rules and regulations of the Association, or any other governing instrument for the Project. 24.5 In addition to authorized by this section, shall be computed and Condominiums, beginning on the closing of the first sa Project, as follows: the regular and special assessments Furniture and Maintenance Assessments levied against all Time Period the first day of the month following le of a Time Period Condominium in the 24.5.1 Furniture and Maintenance Assessments shall be based upon advance estimates of the Association's cash requirements to provide for payment of all estimated expenses. arising out of or connected with maid service for and cleaning, maintenance, repair and replacement of Time Period Condominiums and of Time Period Unit Furnishings. Such estimated expenses may include, among other things, the following: Expenses of maid service for all Time Period Units; expenses for cleaning, maintaining, repairing and replacing Time Period Unit Furnishings in all Time Period Units; any deficit from a previous period; creation of a reasonable contingency reserve, surplus and/or sinking fund; and any other expenses or liabilities which may be incurred in accordance with the provisions of this Declaration by the Association for the benefit of all Owners of Time Period Condominiums. Such estimated expenses shall constitute the estimated Furniture and ,Maintenance Expense, and all funds received from assessments under this paragraph 24.5 shall be part of the Furniture and Maintenance Fund. The Board of Managers may not impose an annual Furniture and Maintenance Assessment which is more than twenty percent (20%) greater than the same assessment levied for the immediately preceding fiscal year without first obtaining the vote or written assent of a majority of the voting power of the Association residing in Owners of Time Period Condominiums other than Declarant. 24.5.2 Expenses attributable to the Furniture and Maintenance Expense shall be apportioned among and assessed to all Owners of Time Period Condominiums as follows: Fifty-six percent (56%) of the Furniture and Maintenance Expenses attributable to Time Period Condominiums owned by Owners other than Declarant shall be apportioned among and assessed to all Owners of Time Period Units (other than Declarant) in Time Periods 1 through 16, and 47 through 52; forty-four percent "(44%) of the Furniture and Maintenance Expenses attributable to Time Period Condominiums owned by Owners other than Declarant shall be apportioned among and assessed to all Owners of Time Period Units (other than Declarant) in Time Periods 17 through 46. The assessments shall be allocated among and paid by the Owners of Units based on their approximate square footage area. The purpose of this allocation of expenses is to compensate for the greater wear and tear and maintenance on Time Period Units and -31- Time Period Unit Furnishings that is experienced during the winter season of the year. 24.5.3 The Board of Managers may suspend an Owner's right to the use and occupancy of a Time Period Unit, and all related rights and privileges of an Owner during the period of time that the Owner is delinquent in the payment of any assessments or other charges duly levied by the Association. The Owner shall be given written notice of the suspension of his or her rights and privileges immediately after the decision has been made. 24.5.4 In the event that the Furniture and Maintenance Fund proves inadequate during any fiscal year for whatever reason, 'including nonpayment of any Owner's assessment, the Association may, at any time and from time to time, levy additional assessments against Owners of Time Period Condominiums, in the proportions set forth in subparagraph 24.5.2 hereof and payable over such reasonable periods as the Association may determine. Provided, however, the Association must have the vote or written assent of a majority of the. voting power 'of the Association residing in Owners of Time Period Condominiums other than Declarant prior to levying any additional assessment which, when aggregated with all other such additional, assessments made during the year, exceeds five percent (5%) of the budgeted Furniture and Maintenance Assessments for the year. Notice in writing of the amount of such assessment and the time for payment thereof shall be given promptly to each appropriate Owner, and no payment shall be due less than thirty (30) days after such notice shall have been given. 24.6 If an Owner shall at any time lease his Unit and shall default in the payment of assessments, the Board of Managers may, at its option, so long as such default shall continue, demand and receive from any tenant of the Owner the rent due or becoming due, and the payment of such rent to the Board of Managers shall be sufficient payment and discharge of such tenant and the Owner for such assessments to the extent of the amount so paid. 24.7 The Board of Managers shall handle all assessments hereunder, whether for common expenses or as capital contributions, so as to comply with applicable provisions of the Internal Revenue Code and the regulations adopted thereunder as well as applicable state and local tax laws and to avoid undue adverse tax consequences that might result to the Association or individual Owners. -32- 25. VOTING. At any meeting of the Association, each Owner of a Condo- minium, including Declarant, either in person or by proxy, shall be entitled to the same number of votes as the percentage of ownership interest in the Common Areas and Facilities appurtenant to his Condominium. The voting rights appurtenant to each Condominium shall vest when the first assessment for Common Expenses is levied against such Condominium. If there is more than one Owner with respect to a particular Time Period Condominium, any or all of such Owners may attend any meeting of the Association, but it shall be necessary for all such Owners present, in person or by proxy, to act unanimously in order to cast the votes appertaining to their Condominium. 26. NOTICES. Any notice permitted or required to be delivered as provided herein may be delivered either personally or by mail. If delivery is made by mail, it shall be deemed to be delivered twenty-four (24) hours after a copy of the same has been deposited in the U.S. postal service, postage prepaid, return receipt requested. Notice to Owners shall be addressed to each Owner at the address given by such Owners to the Board of Managers for the purpose of service of such notice or to the Unit of such Owner if no such address has been given to the Board of Managers. Such address may be changed from time 'to time by notice in writing to the Board of Managers addressed to: Board of Managers Peregrine Village Condominium Owners Association, Inc. 82 East Beaver Creek Boulevard Avon, Colorado 81620 27. NO WAIVER. The failure of the Board of Managers or its agents or designees to insist, in one or more instances, upon the strict performance of any of the terms, covenants, conditions or restrictions of this Declaration or the Bylaws, to exercise any right 'or option herein contained or to serve any notice or to institute any action shall not be construed as a waiver or a relinquishment for the future of such term, covenant, condition or restriction; but such term, covenant, condition or restriction shall remain in full force and effect. The receipt and acceptance by the Board of Managers or its agent or designee of the payment of any assessment from an Owner with knowledge of the breach of any covenant hereof shall not be deemed a waiver- of -33- such breach, and no waiver by the Board of Managers of any provision hereof shall be deemed to, have been made unless expressed in writing and signed by the Board of Managers. 28. AGENT FOR SERVICE. For so long as Declarant owns Condominiums with appurtenant 'interests, in the Common Areas and Facilities aggregating 51 percent of the total of all such interests, the agent for service of process under the Act shall be Gregory D. Gage, whose address is P.O. Box 5120, Avon, Colorado. Thereafter, the agent for service of process shall be the President of the Association. 29. ENFORCEMENT. Each Owner, guests of an Owner, and persons under Owner's control, shall strictly comply with the provisions of the Declaration, the Bylaws, the rules and regulations and decisions issued pursuant thereto. Failure to so comply shall be grounds for: (i) an action to recover sums due for damages or injunctive relief or both, maintainable by the Board of Managers or its agent or designee on behalf of the Owners, or in an appropriate case, by an aggrieved Owner; and/or (ii) the Board of Managers to impose monetary penalties, temporary suspensions of an Owner's, right to the use of a Time Period Unit or the Common Areas and Facilities, or other appropriate discipline so long as any such Owner has been given notice and has had an opportunity to present a written or oral defense to the charges in a hearing that complies with the due process 'requirements of applicable state and federal law. The Board of Managers shall determine whether the Owner's defense shall be oral or written. After the hearing, but before any disciplinary action is taken, the Owner shall be notified of the decision of the Board of Managers. 30. DECLARANT AND DECLARANT'S USE. 30.1 The term "Declarant" as used herein shall mean and include PPL Development Corporation, any person or persons who might acquire title from it through foreclosure or deed in lieu of foreclosure; or, in the situation where there remain unsold 100 or more Time Period Condominiums, any person who should purchase all, or substantially all, of-such remaining Time Period Condominiums in a sale in the nature of a bulk sale. 30.2 Declarant and persons it may select from time to time shall have the right of ingress and egress over, upon and across the Common Areas and Facilities and Limited Common Areas' and Facilities and the right to store materials therein and to make -34- such other use thereof as may be necessary and incident to the development and sale of all of the Time Period Condominiums as determined by the Declarant in its sole discretion. 31. SEVERABILITY. The provisions of this Declaration shall be deemed inde- pendent and severable, and the invalidity or partial invalidity or unenforceability of any one provision or portion hereof shall not affect the validity or enforceability of any other provision hereof. 32. CAPTIONS. The captions in this Declaration are inserted only as a matter of convenience and for reference and in no way define, limit or describe-the-scope of this Declaration or the intent of any provision hereof. 33. LAW CONTROLLING. This Declaration, the Map and the Bylaws shall be construed and controlled by and under the laws of the State of Colorado. 34. EFFECTIVE.DATE. This Declaration shall take effect when recorded. IN WITNESS WHEREOF, the undersigned has executed this instrument this day of , 19 PPL DEVELOPMENT CORPORATION, a Colorado corporation KENNETH J. HAYES, President ATTEST: GREGORY D. GAGE, Secretary. -35- STATE OF COLORADO ) ss. COUNTY OF EAGLE ) On the day of , 19 , personally appeared before me Kenneth J. Hayes and Gregory D. Gage, who being by me duly sworn did say, each for himself, that he, the said Kenneth J. Hayes, is the President, and he, the said Gregory D. Hayes, is the Secretary, of PPL DEVELOPMENT CORPORATION, and that the within and foregoing instrument was signed in behalf of said corporation, and said Kenneth J. Hayes and Gregory D. Gage each duly acknowledged to me that said corporation executed the same. NOTARY PUBLIC Residing at My commission expires: -36- • J APPENDIX A PEREGRINE VILLAGE CONDOMINIUMS Schedule of Commercial Units, Residential Units, Time Period Units and Appurtenant Percentage Interests in the Common Area and Facilities Undivided Unit No. Interest Undivided, Interest Per Time Period Vote -37- 26'274 C~ BOOK 7a PAGE J011 ;!LLIPS BY-LAWS EACL,~:;i i~. Iii_C"INIDER OF Nov 15 2 54 PM '83 PEREGRINE VILLAGE CONDOMINIUM OWNERS ASSOCIATION, INC. The name of the corporation shall be PEREGRINE VILLAGE CONDOMINIUM OWNERS ASSOCIATION, INC., a Colorado corporation, not for profit, (hereinafter referred to as the "Association"). ARTICLE I OBJECT AND DEFINITIONS Section 1.1 Purpose. The purpose for which this Association is formed is to govern the condominium property located in the County of Eagle, Colorado, and more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference. The above-described property has been or will be submitted to the provisions of the Condominium Act of the State of Colorado by a Declaration entitled Declaration of Covenants, Conditions, and Restrictions of Peregrine Village Condominium Owners Association, Inc. (hereinafter referred to as the "Declaration"). Section 1.2 Assent. All present or future owners, tenants, future tenants, or any other person using the facilities of the Project in any manner are subject to the regulations set forth in these By-Laws. The mere acquisition or rental of the Condominium Units (hereinafter referred to as "Units") of the Project or the mere act of occupancy of the Units shall constitute ratification of these By-Laws. Section 1.3 Definitions. Unless otherwise specified, the following terms shall have the same meaning in these By-Laws as such terms shall have in the Declaration: Condominium Unit, Unit, General Common Elements, Limited Common Elements, Project. The terms Owners and Members as used herein shall be synonymous. ARTICLE II MEMBERSHIP, VOTING MAJORITY OF OWNERS, QUORUM, PROXIES Section 2.1 Membership. The total number of memberships shall not exceed the number of Condominium Units. Upon becoming an Onwer of a Condominium Unit, any person automatically shall become a member of this Association and shall be subject to the provisions of the Articles of Incorporation and to these By-Laws. Such membership shall terminate without any Association action whenever such person ceases to own a Condominium Unit, but such termination shall not relieve or release any such former Owner from any liability or obligation incurred under or in connection with the Association during the period of such ownership and membership in this Association, nor shall such termination impair any rights or remedies which the Board of Managers of the Association or others may have against stich former Owner and member arising out of or in any way connected with such ownership and membership and the covenants and obligations incident thereto. No certificates of stock shall be issued by the Association, but the Board of Managers may, if it so elects, issue one membership card to the Owner(s) of a Condominium Unit. Such membership card shall be surrendered whenever ownership of the Condominium Unit designated thereon shall terminate. Section 2.2 Classes of Membership. There shall be one class of membership. Section 2.3 Voting Rights. There shall be afforded one (1) vote for each Condominium Unit, based on the Unit's undivided percentage interest in the Common Elements from time to time (ownership interest). Section 2.4 Majority of Unit Owners. As used in these By-Laws, the the term "majority of Unit Owners" shall mean and refer to Unit Owners who, in the aggregate, own more than fifty percent (50X) of the ownership interests. Section 2.5 Quorum. Except as otherwise provided in these By-Laws, the presence in person or by proxy of more than twenty-five percent (25%) of the ownership interest shall consitute a quorum. An affirmative vote of a majority of Unit Owners entitled to vote at a meeting, determined by the presence of the voters by proxy, shall be required to transact business. Section 2.6 Proxies. Votes may be cast in person or by proxy. Proxies shall be in writing and the signatures must be witnessed or acknowledged. Proxies must be filed with the Secretary before the appointed time of each meeting. No proxy shall be valid for a period longer than 11 months after the date thereof. Section 2.7 Voting by Mail. The Board of Managers may decide that voting of the members shall be by mail with respect to any properly noticed matter or to any particular election of managers or with respect to adoption of any proposed amendment to the Articles of Incorporation, or adoption of a proposed plan of merger, consolidation, or dissolution. 'In case of election of Managers by mail, the existing Board of Managers shall nominate candidates and shall advise the Secretary in writing of the names of nominated Managers sufficient to consitute a full Board of Managers and of the date at least 50 days after such advice is given by which all votes are to be received. 'The-Secretary, within five days after such advice is given, shall give written notice.of the number of Managers to be elected and of the names of the nominees to all Owners or co-owners of each membership. The notice shall state that any such owner or co-owner may nominate an additional candidate or candidates, not to exceed the number of Managers to be elected,,by notice in writing to the Secretary at the specified address of the principal office of the corporation, to be received on or before a specified date 15 days from the date the notice is given by the Secretary. Within five days after such specified date the Secretary shall give written notice to all Owners or co-owners of a membership, stating the number of Managers to be elected, stating the names of all persons nominated -2- by the Board of Managers and by the members on or before said specified date, stating that each Owner or co-owner may cast a vote by mail and stating the date established by the Board of Managers by which such votes must be received by the Secretary at the address of the principal office of the corporation, _ which shall be specified in the notice. Votes received after that date shall not be effective. All persons elected as Managers pursuant to such an election by mail by receipt of the number of votes required by applicable law shall take office effective on the date specified in the notice for receipt of such votes. In the case of a vote by mail relating to any properly noticed matter or to any proposed amendment to the Articles of Incorporation or adoption of a'proposed plan of merger, consolidation, or dissolution, the Secretary shall,give notice to all Owners or co-owners of each membership, and shall further give notice to all first mortgagees of condominium units within the project, which notices shall include a proposed written resolution setting forth the description of the proposed action, and shall state that such persons are entitled to vote by mail for or against such proposal and stating a date not less than twenty (20) days affter the date such notice shall have been given on or before which all votes must be received and stating that they must be sent to the specified address of the principal office of the corporation. Votes received after that date shall not be effective. Any such proposal shall be adopted if approved by the affirmative vote of not less than seventy-five percent (75%) of the ownership interest entitled to cast on the question. Delivery of a vote in writing to the.principal office of the corporation shall be equivalent to receipt of a vote by mail at such address for the purposes of this Section 2.7. ARTICLES III ADMINISTRATION, MEETINGS OF MEMBERS Section 3.1 Association Responsibilities. The Owners of the Units will constitute the Association,,who will have,the responsibility of administering the Project through a Board of Managers. ;`'Section 3.2 Place of Meetings. Meetings of the Association shall be held at such place as the Boar of Managers may determine. .Section 3.3 Annual Meetings. The annual meetings of the Association shall be held within 120 days following the end of the Association's fiscal year, as such fiscal year is determined by the Board of Managers.';,'` At each annual meeting there shall be elected by ballot of the Owners, managers in accordance with the requirements of Section 4.5 of these BY-Laws..,:-The Owners may also transact such other business of the Association, as may properly come before them. Section 3.4 Special Meetings. The President shall call a special meeting of the Owners when so directed by resolution of the Board of Managers or upon presentation to the Secretary of a petition signed by a majority of the Owners. No business shall be transacted at a special meeting except as -3- stated in the notice unless by consent of three-fourths (3/4) of the ownership interests either in person or by proxy. Section 3.5 Notices. Notices of annual and special meetings shall be given by the President or Secretary of the Association by regular mail addressed to the registered addresses of the Owners of the Units at least five days prior to the date set for such meeting. Any such notice shall state the date, time and place of the meeting, and if the meeting is a special meeting, the purposes thereof. Waiver of notice, either in person or by proxy, and signed either before, at, or after any meeting, shall be a valid substitute for service. The certificate of the President or Secretary that notice was duly given shall be prima facia evidence thereof. Section 3.6 Adjourned Meeting. If any meeting of the Owners cannot be organized because a quorum has not attended, the Owners who are present either in person or by proxy may adjourn the meeting to a time not less than 48 hours from the time the original meeting was called. Section 3.7 Order of Business. The order of business at all annual meetings of the Owners of Units shall be as follows: A. Roll Call. B. Proof of notice of meeting or waiver of notice. C. Reading of minutes of preceeding meeting. D. Reports of officers. E. Reports of committees. F. Election of Managers. G. Unfinished business. H. New business. The order of business at all special meetings of the Owners of Units shall be stated in'the notice of special meeting pursuant to Section 3.4 above. ARTICLE IV BOARD OF MANAGERS (POWERS OF MEETINGS) Section 4.1 Number and Qualification. The affairs of this Association shall be governed by a Board of Managers composed of not less than three persons from among the Unit Owners. The initial Board members shall be Gregory D. Gage, Stuart A. Potter, and Richard A. Larson, who shall act in such capacity and shall manage the affairs of the Association until their successors are,elected. The nunber of managers making up the Board shall not be changed until after the third annual meeting without one hundred percent (100%) approval of the ownership interests. - 4- Section 4.2 Powers and Duties. The Board of Managers shall have the powers and duties necessary for the administration of the affairs of the Association and for the operation and maintenance of the Condominium Project. Section 4.3 Other Powers and Duties. The Board of Managers shall be empowered and.shall have the following duties: A. To administer and enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations, and all other provisions set forth in the Declaration referred to in Section 1.1. B. To establish, make, and enforce compliance with such reasonable rules and regulations as may be necessary for the operation, use, and occupancy of this Condominium Project with the right to amend same from time to time. Such rules and regulations may include provisions regarding the exclusion of any and all animals and/or children from the Project or the limitation and control thereof. Such rules and regulations may also include, without limitation, provisions regarding the rental of Units; including, without limitation, the form of rental agreement or lease documents used, providing the Association with a copy of any such rental agreements or leases, and such other related regulations deemed advisable and/or necessary by the Board of Managers. C. To keep, or cause to be kept, in good order, condition, and repairs all of the general and limited Common Elements and all items of common personal property, if any. D. To insure and keep insured all of the insurable general Common Elements of the property (and also fixtures, interior walls and partitions, decorated and finished surfaces of perimeter walls, floors, ceilings, doors, windows, and other elements or materials comprising a part of the Units) in an amount equal to their maximum replacement value as provided in the Declaration. The Board of Managers shall determine such replacement value at least annually and in so doing may employ such experts as the Board may feel necessary. Further, to obtain and maintain comprehensive liability insurance covering the entire premises in amounts not less than $ 1,000,000.00 single limit. To insure and keep insured all of the fixtures, equipment, and personal property acquired by the Association for the benefit of the Association and the Owners of the Condominium Units and their first mortgagees. E. To fix, determine, levy, and collect monthly or other prorated installments of annual assessments to be paid by each of the Owners towards the gross expenses of the entire premises and by majority vote of the Board to adjust, decrease, or increase the-amount of the assessments or installments thereof. The Board of Managers, or its agent, may establish any reasonable system for collection periodically of common expenses, in advance or arrears as deemed desirable. Initially assessments for the estimated common expenses on an annual basis shall be made by the Board and shall be payable in equal monthly installments in advance on_the first day of each calendar month. At the end of each calendar year the Board'shall determine actual expenses and either assess each Owner or credit against the next ensuing calendar month, as the case may be. Assessments made shall be based upon the estimated cash -5- requirements deemed to be such aggregate sum as the Board shall, from time to time, determine to be paid by all of the Owners. Estimated expenses include the costs of maintenance and operation of the general Common Elements, expenses of management, taxes and special assessments unless separately assessed, insurance premiums for insurance coverage as deemed desirable or necessary by the Board, landscaping and care of grounds, common lighting, repairs and renovations, wages, common water and utility charges, legal and accounting fees, management fees, expenses and liabilities incurred by the Board of Managers or the Manager under or by reason of the Condominium Declaration and these By-Laws, payment of any deficit remaining from a previous assessment period, the creation of a reasonable contingency or other reserve or surplus fund, as well as other costs and expenses relating to the general Common Elements and the purposes and powers-of this Association, All assessments shall be in itemized statement form, shall set forth in reasonable detail the various expenses for which the assessments are being made, and shall be mailed to the registered mailing address of the,Owner not later than 15 days prior to the date such assessment is payable. F. To collect delinquent assessments or installments thereof by suit, foreclosure, or otherwise and to enjoin and seek damages from an Owner as is provided in the Declaration and these By-Laws. G. To protect and defend the entire premises from loss and damage by suit or otherwise. _ H. To borrow funds and to execute all such instruments evidencing such indebtedness. Any such indebtedness shall be the several obligation of all of the Unit Owners only in the same proportion as their interest in the general Common Elements. I. To enter into contracts within the scope of their duties and powers. J. To establish a bank account for the common treasury and for all separate funds which are required or may be deemed advisable by the Board of Managers. K. To keep and maintain full and accurate books and records showing all of the receipts,-expenses, or disbursements and to permit examination thereof by Unit Owners or their mortgagees at convenient weekday business hours. L. To prepare and deliver annually to each Owner a statement showing in at least summary form all receipts, expenses, or disbursements since the last such statement. M. To meet at least quarterly. N. To designate and remove personnel necessary for the maintenance operation, repair and replacement of the general and limited Common Elements. -6- 0. On ten (10) days' notice and for receipt of $25.00 from the requesting party to furnish a certificate of the Owner's account setting forth the amount of any unpaid amounts or other charges due and owing from such Owner. / P. To dedicate that portion of the common elements it deems necessary to the City of Avon if said dedication is in the best interest of the Project. This power shall terminate one year after incorporation of the Association. Q. 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 communal aspect of condominium ownership. Section 4.4 Management Agent. The Board of Managers may employ for the Association a management agent or manager (referred to in the Declaration as the "Managing Agent") at a compensation established by the Board to perform such duties and services as the Board shall authorize including, but not limited to, the duties listed in Section 4.3 hereof. The employment designation of a Manager or management agent shall not relieve the Board of Managers from its responsibility herein pursuant to the Declaration. Any contracts entered into by the Association dealing with the management of the project shall be for a term not to exceed one (1) year, and may be renewable by agreement of the parties for successive one (1) year periods, and must contain a provision allowing the contract to be terminable by the Association for cause upon'thirty (30) days' written notice, and a further provision allowing either party to cancel the contract with or without cause and without the' payment of a termination fee or penalty upon ninety (90) days' prior written notice. Further, and in connection with the Asso'ciation's right to contract for management and personnel, whether onsite or offsite in nature, the Association shall have the right to limit the use of portions of the general Common Elements as shown on the map for purposes of the housing of Association personnel, maintenance and storage facilities, and other such purposes as deemed desirable and necessary by the Association for the purposes of the management and maintenance of the project. Section 4..5 Election and Term of Office. All managers shall be elected at the annual meeting of Shareholders. Section 4.6 Vacancies. Vacancies in the Board of Managers caused by any reason other than the removal of a Manager by a,vote of the Association shall be filled by the remaining members. If there is no remaining members the other managers shall appoint a manager to fill the vacancy. Section 4.7 Removal of Managers. Any one or more of the Managers may be removed with or without cause, by a majority of all of the Unit Owners, and a successor may then and there be elected to fill the_ vacancy thus created. Any manager whose removal has been so proposed by the Owners shall be given an opportunity to-be heard at the meeting. Section 4.8 Organization Meeting. The first meeting of a newly elected Board o Managers shall be held immediately following the annual meeting and.no notice shall be necessary to the newly elected managers in order legally to constitute such a meeting. -7- Section 4.9 Regular Meetings. Regular meetings of the Board of Managers may be held at such time and place as shall be determined, from time to time, by a majority of the managers, but at least four such meetings shall be held during each fiscal year and one such meeting shall be held immediately following the annual meeting of Owners. Notice of regular meetings of the Board of Managers shall be given to each manager, personally or by mail, telephone, or telegraph, at least three (3) days prior to the day named for such meeting. Section 4.10 Special Meetings. Special meetings of the Board of Managers may be called by the President on three (3) days' notice to each manager, given personally, or by mail, telephone, or telegraph, which notice shall state the time, place (as hereinabove provided), and purpose of the meeting. Special meetings of the Board of Managers shall be called by the President or Secretary in like manner and on notice on the written request of a manager. Section 4.11 Waiver of Notice. Before, at, or after-any meeting of the Board of Managers, any manager may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a manager at any meeting of the Board shall he a wavier of notice by him of the time and place thereof. If all the managers are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting. Section 4.12 Quorum. At all meetings of the Board of Managers, a majority thereof shall constitute a quorum for the transaction of business, and the acts of the majority of the managers present at a meeting at which a quorum is present shall be the acts of the Board of Managers. If, at any meeting of the Board of Managers, there be less than a quorum present, the majority- of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. Section 4.13 Fidelity Bonds. The Board of Managers may require that all officers and employees,of the Association handling or responsible for Association funds shall furnish adequate fidelity bonds. The premiums on such bonds shall be paid by the Association as a common expense. Section 4.14 Manager's Fees. Each manager shall receive transportation expenses for attendance at any regular or special meeting of the Board of Managers, such expenses to be deemed common expenses. ARTICLE V OFFICERS Section 5.1 Designation. The officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Managers. Section 5.2 Election of Officers. The officers of the Association shall be elected annually by the Board of Managers at the organization meeting -8- of each new Board and shall hold office at the pleasure of the Board. Any person may hold concurrently any two offices, except that the same person may not concurrently hold the offices of President and Secretary. The office of Vice-President need not be filled. Section 5.3 Removal of Officers. Upon an affirmative vote of a majority of the members of the Board of Managers, any officer may be removed, with or without cause, and his or her successor elected at any, regular meeting of the Board, or at any special meeting of the Board called for such purpose. Section 5.4 President. The President shall be the chief executive officer of the Association and shall be elected from among the members of the Board of,Managers. The President shall preside at all meetings of the Association and the Board of Managers. The president shall have all of the general powers and duties which are usually vested in the office of the President of a nonprofit corporation including, but not limited to, the power to appoint committees from among the Owners from time to time as the President may in his or her discretion decide is appropriate to assist in the conduct of the affairs of the Association. Section 5.5 Vice-President. A Vice-President shall have all the powers and authority and perform all of the functions and duties of the President in the absence of the President or his or her inability for any reason to exercise such powers and functions or perform such duties. Section 5.6 Secretary. The Secretary shall keep the minutes of meetings of the Board of Managers and minutes of meetings of the Association. The Secretary shall have charge of such books and papers as the Board of Managers may direct, and shall in general perform all the duties incident to the-office of Secretary. The Secretary shall compile and keep up to date at the principal office of the Association a complete list of members and their re;istered tdailing addresses. Such list shall also show opposite each member's name the number or other appropriate designation of the Unit owned by such member, Such list shall be open to inspection by members and other persons lawfully entitled to inspect the same at reasonable times during regular business hours. Section 5.7 Treasurer. The Treasurer shall have responsibility for Association funds and shall be responsible for keeping full and accurate financial records and books of account of the Association. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association in such depositories as may from time to time be designated by the Board of Managers. The Treasurer may also serve as Secretary in the event the Secretary and Assistant Secretary are absent, Section 5.8 Assistant Secretary. The Board of Managers may appoint one or more Assistant Secretaries to perform all of the duties of the Secretary in.the absence of the Secretary. Section 5.9 Assistant Treasurer. The Board of Managers may appoint one or more.Assistant Treasurers to perform all of the duties of the Treasurer in the absence of the Treasurer. -9- ARTICLE VI INDEMNIFICATION OF OFFICERS AND MANAGERS Section 6.1 'Indemnification. The Association shall indemnify every manager or officer, and his or her heirs, executors, and administrators against all loss, cost, and expense, including counsel fees, reasonably incurred by him or her in connection with any action, suit, or proceeding to which he or she may be made a party by reason'of his or her being or having been a manager or officer of the Association, except as to matters as to which he or she shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Association is advised by counsel that the person to be indemnified has not been guilty of gross negligence or willful misconduct in the performance of his or her duty as such manager or officer in relation to the matter involved. The foregoing rights shall not be exclusive of'other rights to which such manager or officer may be entitled. All liabilty, loss, damage, costs and expense incurred or suffered by the Association by reason or arising out of or in connection with the foregoing indemnification provisions shall be treated and handled by the' Association as' common expenses. Nothing contained in this Section 6.1, shall, however, be deemed to obligate the Association to indemnify any member or Owner of a Condominium*Unit who is or has been 'a manager or officer of the Association with respect to any duties or obligations assumed or liabilities incurred by him under and by virtue of the Declaration as a member or Owner of a Condominium Unit covered thereby. ARTICLE VII OBLIGATION OF THE OWNERS .Section 7.1 Assessments. Except as otherwise provided in the Declaration, all Owners shall be obligated to pay the assessments imposed by the Association to meet the common expenses, and other payment of any installments thereof shall be made not later than the 10th day following the due date. The assessments shall be made pro rata according to percentage interest in and to the general Common Elements and installments thereof shall be due monthly in advance. A member shall be deemed to be in good standing and entitled to vote at any annual or special meeting of members, within the meaning of these By-Laws, if, and only if, the Owner shall have fully paid all assessments and installments thereof made or levied against such Owner and the Condominium Unit owned by such Owner. Section 7.2 Maintenance and Repair. A. Except as may be provided in the Declaration, every Owner must perform promptly at such Owner's expense all maintenance and repair work within such Owner's Condominium Unit and limited Common Elements which:if omitted would affect the project'in its entirety or any part belonging to another Owner. -10- B. All the repairs of internal installations of the Unit such as water, light,.gas, power, sewage, telephones, sanitary installations, doors, windows, window panes,,electrical fixtures, and all other accessories, equipment, and fixtures including any air conditioning equipment belonging to the Unit and including appurtenant limited Common Elements shall be at the Owner's expense. C. An owner shall be obligated to reimburse the Association or another Unit Owner upon receipt of a statement for any expenditures incurred by the Association or other Unit Owner or both in repairing, replacing, or restoring any general Common Elements or the interior or any part of a Condominium Unit damaged asla result of negligent or other tortious conduct of"such Owner, a member of his or her family, his or her agent, employee, invitee, licensee, or tenant. Section 7.3 Mechanics' Lien. Each Owner agrees to indemnify and to hold each of the other owners harmless from any and all claims of any mechanics' lien filed against other Condominium Units and the hppurtena nt general Common Elements for labor, materials, services, or other products incorporated in the Owner's Condominium Unit. In the"event suit for foreclosure of a mechanics' lien is commenced, then within 90 days thereafter, such Owner shall be required to deposit with the Association cash or negotiable securities equal to the amount of such claim, plus interest for one year together with the sun of $100.00. Such sum or securities shall be held by the Association pending final adjudication or settlement of the claim or litigation. Disbursements of such funds or proceeds shall be made by the Association to insure payment of or on account of-such fined judgment or settlement. Any deficiency shall be paid forthwith by'the subject Owner, and such Owner's failure to so pay shall entitle the Association to make against such Owner's Condominium Unit which may be foreclosed as is provided in Article XII of the Declaration. Section 7.4 General. A. Each Owner shall comply strictly with the provisions of the Declaration. B. Each Owner shall always endeavor to observe and promote the cooperative purposes for the accomplishment of which the Condominium was established. Section 7.5 Use of Units-Internal Changes., A. Units shall be utilized for such purposes only as may be permitted in the Declaration. B. No Owner, tenant, or lessee shall use radios; phonographs, television sets, amplifiers, recorded music or any other instruments or devices in such manner as may disturb or tend to disturb Owners, tenants, or other occupants of Condominium Units.' C. Owners, tenants, or guests shall not hang garments, rugs, and other-materials from the windows or from any of the facades or balconies of a building or'any of the improvements. -11- D. Owners, tenants, or guests shall not throw garbage or trash outside the disposal installations provided for such purposes. E. No Owner, tenant, or lessee shall install wiring for electrical or telephone installation, television antennae, machines, or additional air conditioning units on the exterior of the project or that protrude through the walls or the roof of the project except as expressly authorized by the Association. F. At the Association's discretion, all owners' automobiles to be parked in the areas designated must be registered with the Manager's- Office And must display a unit "tag" or "decal" which may be provided for such purpose, as deemed appropriate by the Board of Managers. G. There shall be no parking in any driveways. i S. The Association assumes no responsbility for damage done to automobiles parked in the designated areas. I. No noisy vehicles shall be permitted on the premises. There shall be no storing of vehicles on the premises during the Owner's extended absence. J. There shall be no repair of vehicles ion the premises except emergency repairing or cleaning. K. The rental of any Unit shall be in accordance with the rules and regulations established for such rental by the Board of Managers, but owners, subject to these rules and regulations, may enter into rental management agreements with their agents. 1. The Board of Managers shall have the power to establish, make and enforce compliance with such additional rules and regulations as may be necessary for the operation, use, and occupancy of this Condominium Project with the right.to amend same from time to time. Among those rules and regulations which the Board of Managers may make is the prohibition of the keeping of any animals in any Condominium Unit or within the Common Elements. M. An Owner shall not make structural modifications or alterations to his, her, its or their Unit or installation located therein without the prior written approval of the Board of Managers, which shall not be unreasonably withheld. Section 7.6 Use of General Common Elements. and Limited Common Elements. Each Owner shall use the general Common Elements in accordance with the purpose for which they were intended without hindering or encroaching upon the lawful rights of the other Owners. Section 7.7 Right of Entry. A. An Owner shall permit the Managing Agent or other person authorized by-the Board of Managers the right of access to the owner's Unit and appurtenant limited Common Elements from time to time during -12- reasonable hours as may be necessary for the maintenance, repair, or replacement of the Common Elements, or at any time deemed necessary by the Managing Agent or Board of Managers for the making of emergency repairs or to prevent damage to any of the Common Elements. B. An Owner shall permit other Owners, or their representatives, when so required, to enter such Owner's Unit for the purpose of performing installations, alterations, or repairs to the mechanical or electrical services, provided that requests for entry are made in advance and'that such entry is at a time convenient to the Owner. In case of an emergency, such right of entry shall be immediate. Section 7.8 Rules and Regulations.' The following are initial adminstrative rules and regulations in addition to those set forth in the Declaration, which may be amended, supplemented, or revoked from time to time by the Board of Managers. A. No owner or occupant of Condominium Units shall post any advertisement or posters of any kind in or on the project except as authorized by the Association. This prohibition shall not apply to the N Association nor to the Declarant under the Declaration, or their agents.. B. Owners and occupants of Condominium Units shall exercise extreme care to avoid making or permitting to be made loud or objectionable noises. Section 7.9 Destruction or Obsolescence. Each Owner shall, upon becoming an Owner of a Condominium Unit, 'execute a power of attorney in favor of the Association, irrevocably appointing the Association attorney-in-fact to maintain, repair, and improve the building and general and limited Common Elements, and to deal with the Owner's Condominium Unit upon its destruction or obsolescence and regarding insurance proceeds as is provided in the Declaration. The purpose of such execution shall be more fully to evidence such appointment, but failure to execute such power of attorney shall in no way derogate from the appointment in the Declaration. ARTICLE VIII AMENDMENTS Section 8.1 Amendments. These By-Laws may be amended by the Board of Managets,at a duly constituted meeting for such purpose or at a meeting of owners called for such purpose and approved by Owners representing an aggregate interest of at least seventy-five percent (75X) of the ownership interest. The notice,of such meeting shall contain a summary of the proposed changes or,a copy of such proposed changes. No amendement shall serve to shorten the term of any Manager. No amendment shall be effective if it results in violation of Chapter 38-33-106, C.R.S. 1973 as amended. The prior approval of all first mortgages shall be required for any material amendment to these By-Laws including, but,not limited to, any amendment which would change the percentage interest of the Unit Owners in the project. -13- ARTICLE IX MORTGAGES Section 9.1 Notice to Association. An Owner who mortgages his, her, it or their Unit shall notify the Association through the Managing Agent, if any, or the President of the Board of Managers, giving the name and address of such Owner's mortgagee. The Association,shall maintain such information in a book or list entitled "Mortgagees of Units." Section 9.2 Notice of Unpaid Assessments. The Association shall at the request of a mortgagee of a Unit report any unpaid assessments due from the Owner of such Unit. ARTICLE X EVIDENCE OF OWNERSHIP REGISTRATION-OF MAILING ADDRESS, AND REQUIRED PROXIES Section 10.1 Proof of Ownership. Any.persoa on becoming an Owner of a Condominium Unit shall furnish to the Managing Agent or Board of Managers a photocopy or a certified copy of the recorded instrument vesting that person or entity with an interest or ownership, which instrument shall remain in the files of the Association. A member shall not be deemed to be in good standing nor shall he, she, it or they be entitled to vote at any annual or at a special meeting of members unless this requirement is first met. Section_ 10.2 Registration of Mailing Address. The Owners of each Condominium Unit shall have one and the same registered address to be used by the Association for mailing of monthly statements, notices, demands, and all other communications; and such registered address shall be the only mailing address of aperson or persons, firm, corporation, partnership, assocation, or other legal entity or any combination thereof to be used by the Association. Such registered address of an Owner or Owners shall be furnished by such Owners to the Secretary within five (5) days after transfer of title; such registration shall be in written form and signed by all of the Owners of the Condominium Unit or by such persons as are authorized by law to represent the interest of (all of) the Owners thereof. If no such address is registered or if all of the Owners cannot agree, then the address of the Unit shall be their registered address until another registered address is furnished as permitted under this Section. Registered addresses may be changed from time to time by similar designation. Section 10.3 Completed Requirement. The requirements contained in this Article shall be first met before an owner of a Condominium Unit shall be deemed in good standing and entitled to vote at any annual or special meeting of members. -14- ARTICLE XI COMPLIANCE Section 11.1 Colorado Condominium Ownership Act. These By-Laws are intended to comply with the requirements of the Colorado Condominium Ownership Act. If any of these By-Laws conflict with the provisions of said statute, the provisions of the statute will apply.' ARTICLE XII SERVICES Section 12.1 Services. The Association shall initially provide the following services to be pai=or from regular common assessment, which may be amended or supplemented from time to time by amendment of these By-Laws: A. Lighting of common areas; B. Trash Removal; C. Water and gas; D. Grounds maintenance; E. Sewer service; F. Snow removal; and G. Commonly metered heating. ARTICLE XIII RESTRICTIONS Section 13.1 Nonprofit Corporation. This Association is not organized for profit. No member of the Board of Managers, 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 operations 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 of Managers. The foregoing, however, shall neither prevent nor restrict the followings (1) reasonable compensation may be paid to any member or manager 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 (2) any member or manager may, from time to time, be reimbursed for his or her actual and reasonable expenses incurred in connection with the administration or the affairs of the Association. -15- ARTICLE XIV SEAL Section 14.1 Seal. The corporate seal shall consist of consentric circles with the name of the corporation and the word "Colorado" between and with the word "Seal"'in the Center. ARTICLE XV FTcrAT. WAR Section 15-.1 Fiscal Year. The fiscal year of the Association shall be as determined from time to time by the Board of Managers. IN WITNESS WH M the u s ne ave executed these By-Laws at Avon, Colorado, this day of 1983. The undersigned, Secretary of Peregrine Village Condominium Owners Association, Inc., a Colorado corporation, not for profit, does hereby certify that the above and foregoing By-Laws were duly adopted b t e Board of Managers as the By-Laws of said corporation on the 24-:I y of e 1983, and that they do now constitute then By-Laws of said corp ation. Dated this day of 1983. Stuart otter -16- BOARD OF MANAGERS: EXHIBIT A LOT 63, BLOCK 2, AMENDMENT #4, BENCHMARK AT BEAVER CREEK, OFFICIAL PLAT,-TOWN OF AVON, ACCORDING TO THE PLAT RECORDED APRIL 21, 1981 IN BOOK 321 A'f PAGE 910, COUNTY OF EAGLE, STATE OF COLORADO. 0