DeclarationofCondominium

DECLARATION OF CONDOMINIUM OF BENCHMARK CONDOMINIUMS

THIS DECLARATION made on the date hereinafter set forth by The Heritage Company, a Colorado Limited Partnership (hereinafter called "Declarant").

W I T N E S S E T H

WHEREAS, Declarant is the owner of the following described Property, situated in the County of Eagle, and State of Colorado:

Lot 2, Block 2, Benchmark at Beaver Creek Subdivision, County of Eagle, State of Colorado,

and

WHEREAS, there presently exists on the Property an apartment complex which consists of four (4) three-story buildings containing a total of ninety-two (92) apartment rental units; and

WHEREAS, Declarant desires to convert said complex into a condominium and to establish a condominium project under the Condominium Ownership Act of the State of Colorado, as amended; and

WHEREAS, Declarant will convey interests in said property subject to the protective covenants, conditions, restrictions, reservations, liens and charges hereinafter set forth.

NOW, THEREFORE, Declarant hereby declares that the property described above is hereby established as a condominium and that the property shall be held, used, sold, and conveyed subject to the following covenants, conditions, restrictions, reservations, liens and charges, which are for the purpose of protecting the value of the property and for the protection thereof, and which shall run with the land and be binding upon Declarant, its successors, heirs, legal representatives and assigns, and shall inure to the benefit of each owner and impose a burden to any person acquiring an interest in said property, their grantees, successors, heirs, legal representatives and assigns.

ARTICLE I PROPERTY SUBJECT TO THIS DECLARATION

Section 1. PROPERTY

The real property subject to this Declaration is as described in the above "Declarant", as the owner of fee simple title to the above described property (hereinafter called "the this Declaration, does hereby subject the Property to the provisions of this Declaration.

Section 2. CONVEYANCES SUBJECT TO DECLARATION

All easements, restrictions, conditions, covenants, reservations, liens, charges, rights, benefits and burdens which are granted, imposed or declared herein, and all other provisions of this Declaration shall be deemed to be covenants running with the land. And each Contract for the sale and each deed running with the land and are also personal to Declarant, any interest or estate in the Property, and their respective successors, representatives and assigns.

Section 3. PROPERTY SUBJECT TO THE PROVISIONS OF THIS DECLARATION

The Property shall consist of one Unit in fee simple for use as a primary single family residence, and shall have the covenant of marketable title running with the land thereon, subject to the provisions hereof and to all applicable laws.

ARTICLE II DEFINITIONS OF WORDS USED IN THIS DECLARATION

"Association" shall mean the Benchmark Condominiums Homeowners Association, a Colorado nonprofit corporation, its successors and assigns.
"Board" shall mean the Board of Directors of the Association.
"Building" shall mean each structure housing one or more Units as shown on the Condominium Map. There are four such buildings within the Property, each of which is hereinafter described.
"Common Elements" shall mean the map filed for record by "Condominium Map" the Clerk and Recorder of Eagle County, Colorado, depicting the condominium Units as hereinafter described and any amendments or supplements thereto.
"Condominium Unit" or "Unit" shall mean an individual air space unit which is defined and outlined on the Condominium Map as a Unit, including all fixtures and improvements pertaining thereto, as shown on the Condominium Map, including all fixtures and improvements pertaining thereto, together with the right to use the General Common Elements appurtenant to such air space unit.
"Declarant" shall mean The Heritage Company, a Colorado Limited Partnership, its successors and assigns.
"Declaration" shall mean this document, the Declaration of Condominium for Benchmark as may be amended from time to time.
"Deed of trust" shall mean a first deed of trust, a deed of trust, or mortgage of any or similar voluntary encumbrance of first priority.

"General Common Elements" shall mean any property or improvements including but not limited to any and other parts of the Properties necessary or convenient to its existence, maintenance and safety or normally used as Common Elements.
"Limited Common Elements" shall mean those General Common Elements designated in this Declaration or on the Condominium Map as reserved for the use of a certain Unit or Units to the exclusion of the other Units.
"Manager" shall mean any duly authorized person or agent employed or appointed by the Association to implement the duties and responsibilities incumbent upon the Association.
"Member" shall mean every person or entity holding membership in the Association.
"Owner" shall mean the fee simple title owner of record of a fee simple title to a Condominium Unit, for the purpose hereof; a Contract purchaser of a Condominium Unit including more beneficial Unit by having an interest only under an encumbrance in good standing.
"Property" shall mean that certain real property hereinabove described, together with improvements thereon and such additional property as may be added to the Declaration, all of which constitute the project known as Benchmark Condominiums.
"Rules" shall mean the rules and regulations adopted by the Association as amended from time to time.

ARTICLE III CONVEYANCES -- DESCRIPTION OF CONDOMINIUM UNITS

Section 1. DIVISION INTO FEE SIMPLE ESTATES.

The property herein described and the improvements thereon are to be divided into ninety-two (92) fee simple estates. Each such estate shall consist of the air space internal and and to the General Common Elements.

Section 2. CONDOMINIUM MAP.

Declarant shall file a Condominium Map of record. The Condominium Map shall depict, in detail, the Buildings and the location of the Units within the Buildings, both horizontally and vertically; the perimeter boundary of each Unit; the common walls between Units; the Improvements or the supporting elements of the Buildings; the thickness of the common wall(s) between Units and the Unit numbers or other number of designation for each Unit; the dual certificate of a registered engineer certifying that the Condominium Map substantially depicts the Project, the Unit designations, the dimensions of such Units, the dimensions of such Units, the location of the surfaces of floors and ceilings and the constructed surfaces which comprise the boundaries of each Unit, and the substantial completion of the improvements depicted. In

interpreting the Condominium Map, the existing physical boundaries of each Unit as constructed shall prevail over any discrepancies in the Map. Declarant reserves the right to amend the Condominium Map from time to time, in good faith, to correct any discrepancies or of the constructed changes thereof.

Section 3. DESCRIPTION OF UNITS.

Prior to the sale of a Unit, written and recorded and legal contract for the sale of a Unit written and legally sufficient description of the said Unit number or other number designation by which the the Unit shall be followed by the words "Benchmark Condominiums, according to recorded (the "Declaration") with further reference to the Declaration and the plat plan thereof in the records of the Clerk and Recorder of Eagle County, Colorado," which description shall be conclusively presumed to be a good and sufficient legal description thereof.

Section 4. INTEGRATION OF INTEREST AND NONPARTITION.

Common Elements, including parking spaces and storage areas, all rights in an owner of a Unit and the undivided interest in the General Common Elements are inseparable and transferable except in connection thereto shall be inseparable and may be conveyed, leased, encumbered or otherwise transferred only together. The and shall be deed or other instrument of conveyance; and individual or an Owner deals with all or any part thereof, shall revert in common to and be owned by all the General Common shall revert in common to and be the Association. This undivided interest right cannot be the subject of partition action and this Section may not be amended except by unanimous consent to the maintenance of the Project as a Unit; and that manner.

Section 5. TAXATION.

Declarant shall give written notice to the Assessor of the County of Eagle, State of Colorado, that the Property is to be subject to individual ownership the improvements on the subject to taxation in the same manner as real estate is deemed a parcel for the purpose of separate assessment and taxation.

Section 6. LIENS AGAINST CONDOMINIUM UNITS.

Subsequent to the completion of any alterations, modifications or additions to the Buildings, with the consent on the Project, no lien shall arise or be effective against the Property as a result of such completion, lien or encumbrance, nor shall any lien encumbering one or more but not all individual Interest in the Common Elements appurtenant to the Condominium Unit, in the same manner and under the same conditions as liens are placed subject to individual ownership of real property subject to individual ownership.

ARTICLE IV OWNERS PROPERTY RIGHTS

Section 1. LIMITED COMMON ELEMENTS.

An Owner shall have the exclusive right to use and enjoy the Limited Common Elements appurtenant to his Unit. Each Owner shall be subject only to the rights granted to the Association under this Declaration and such rights as are designated as Limited Common Elements.

(a) The patios, sundecks, balconies, porches, entry/exit doors and such other areas as may be exclusively assigned to individual Units. No patios, balconies, or fireplaces permanently exist appurtenant to the Units at this time, but the Association has the right under Deeds of Trust & plan for constructing patios, balconies and/or fireplaces within the Limited Common Elements, which plan shall include the estimated costs of construction. All decisions concerning patios and/or balconies shall be submitted in writing to and approved by the Association prior to the time and specifications related thereto shall be such as to be submitted to and approved by the Board of the Town of Avon or such other governmental authority having jurisdiction, as may be required. Upon approval of the Organization by said Board, the Association shall proceed with the said construction in a workmanlike manner and in accordance with said plan. Upon the required agreement of Owners concerned, the actual costs (other than costs of such patios, balconies and/or fireplaces) shall become a special assessment against Units whose Owners are participating, in the manner set forth in the Articles herein concerning assessments. Any patio, balconies and/or fireplaces constructed shall be deemed to constitute Limited Common Elements, unless a special assessment concerning such construction. Further, all Owners shall be responsible for any cost in excess of such estimated cost of construction, any patio, balconies and/or fireplaces which may be created shall be for the special assessment among Owners whose Units have added such elements to their Units, approved based on estimated costs.

(b) The storage areas located in each Building, if any, which may be appurtenant to the Units, and which shall bear the same unit number designation on the Condominium Map; and

(c) parking spaces designated as appurtenant to Units such two parking spaces, which shall be appurtenant to each Unit as designated thereon.

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Section 7. RULES.

The Board, on behalf of the Association, may promulgate and enforce Rules governing the use, the Maintenance, and the aesthetic appearance of the General Common Elements. Every Owner, guests, members of Owner's family and invitees, employees, agents and lessees shall comply with the Rules.

Section 3. USE OF GENERAL COMMON ELEMENTS.

Owners shall have the right to use and enjoy with others the General Common Elements.

Section 4. DELEGATION OF USE.

Any Owner may delegate the Owner's right of enjoyment of the General Common Elements and facilities to the Members members of the Owner's family or tenants who reside in that particular Condominium Unit Contract.

Section 5. LEASE OF CONDOMINIUM UNIT.

An Owner shall have the right to lease the Owner's Condominium Unit upon such terms and conditions as may be deemed advisable, subject to the following: The Owner may deem advisable, subject to any restrictions contained in this lease is subject to the terms of this Declaration and the Rules and Regulations of the Association and the Rules and Regulations promulgated by the Association as they may be adopted or amended. The lease shall specifically. Any failure of a lessee to comply with the terms of this Declaration or, Articles of incorporation of the Association, By-Laws, or Rules and Regulations shall result under the lease enforceable by the Association.

ARTICLE V EASEMENTS

Section 1. ACCESS.

Each Owner shall have a non-exclusive easement in, on and through the General Common Elements appurtenant to said Owner's Unit and the Limited Common Elements appurtenant thereto.

Section 2. BLANKET EASEMENTS.

There is hereby created a blanket easement upon, across, over and under all of the General Common Elements for ingress and egress, installation, replacement, repair and maintenance of all utilities, including but not limited to gas, water, sewer, electrical and/or telephone company providing utility. By virtue of this easement, it shall be expressly permissible serving electrical and/or telephone company providing utility service to enter upon the General Common Elements and to affix and maintain restricted and/or telephone wires, circuits and conduits on, above, across

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and exterior walls of the buildings upon the General Common Elements. An easement is further granted to any such utility for protection and ambulance personnel and all similar emergency, police, fire protection and ambulance personnel and others herein granted to the Association to enter in, onto, above, across, under the General Common Elements and any portion of the Condominium Units as reasonably necessary for access to the General Common Elements. Notwithstanding anything to the contrary contained in this paragraph, no person or other entity shall have the right to install any equipment to be installed or relocated on said General Common Elements except as approved by Declaration or the Association according to the procedure contained herein provided requests a specific easement, Declarant or the Association may for part of or easement upon General Common Elements conflicting with the terms hereof and without compensation to Owners shall require no further approval provided that this Article may not be revoked with respect to Easements previously granted to said General Common Elements.

Section 3. EASEMENTS FOR ENCROACHMENTS.

If any part of the General Common Elements shall encroach or encroaches now encroach upon a Unit, an easement for such encroachment so long as it exists, and if any part of a Unit intentionally or unintentionally encroaches upon any part of the General Common Elements or upon another Unit, an easement shall exist, and does here and now exist for such encroachment so long as the same shall continue to exist, whether the same be the same.

Section 4. EASEMENTS DEEMED APPURTENANT.

The easements and rights herein created for an Owner shall be deemed to the Unit of that Owner. Such easements and rights shall pass with the title to the Condominium Unit shall be deemed to grant and reserve the easement and rights as provided herein, all as though set forth in said deed, so that no specific reference to such easements or rights appears.

Section 5. RIGHT OF ENTRY.

The Association through its duly authorized agents shall have the right in case of any emergency originating in or threatening a Unit to enter therein immediately without first request. The Owner shall permit entry into a Unit or other requests. Absent an emergency, written notice shall be given to the Owner in advance at a time convenient to the Owner.

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ARTICLE VI RESTRICTIVE COVENANTS

Section 1. USE.

The property is hereby restricted to residential dwellings and residential use and not to change the general scheme of a temporary character, trailer, basement, tent, shack, garage barn, or other outbuilding shall be used as a residence on said premises either temporarily or permanently.

Section 2. TEMPORARY USE BY DECLARANT.

Notwithstanding any provisions herein contained to the contrary, it shall be expressly permissible for the Declarant, its agents, contractors, subcontractors, workmen, buildings and Condominium Units, upon such portion of the premises as such Declarant may choose, such facilities as may be convenient or incidental to the sale of Condominium Units and interests, including, but without limitation, business and interests, including, but without limitation, business offices, sales offices, signs, model units, and related affairs.

Section 3. PETS.

No animals, livestock or poultry of any kind shall be raised, housed, or kept on any lot except that dogs or other household pets may be kept provided that they are not kept, bred or maintained for any commercial purpose.

Section 4. SIGNS.

No advertising signs (except one "For Rent" or "For Sale" sign of not more than five square feet in guidance) or other signs, billboards, or advertising structures shall be erected, placed or permitted to remain on the premises or any part thereof, except as may way except for traffic and similar control signs. No activity shall be conducted that will unreasonably disturb the Owner of any Condominium Unit or any resident thereof due to noise, commercial odors or otherwise be noxious to neighboring development. The foregoing covenants shall not apply to any business activity in which the Association might engage or such signs and/or billboards as may be required by legal process as hereinafter set forth.

Section 5. TRASH AND UNSIGHTLY USES.

All clotheslines, equipment, garbage cans, service yards, or similar, if storage piles shall be kept screened from view of neighboring Condominium Units and streets. All rubbish, trash, or garbage shall be regularly removed from the premises and shall in no case be allowed to remain upon the premises and shall in no case be allowed to remain thereon. All clotheslines shall be confined to patio areas.

Section 6. USE OF EXTERIOR SPACE.

Except in the individual patio areas, no planting or gardening shall be done, and no fences, hedges or walls shall be erected or maintained upon said premises, except

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such as are installed in accordance with the initial construction of the buildings by the Declarant or approved by the Association's Board of Directors or their designated representative. The Owners of Condominium Units are hereby authorized to landscape in accordance with plans filed outside the exterior building lines and patio enclosures. Except as may be provided by this Declaration or the By-Laws, Declarant hereby specifically retains the rights hereby acknowledged and agreed by all parties concerned to that Owners paragraph hereof. Such Declarant and the By-Laws shall be binding upon and enforceable against said Owners.

Section 7. CONSTRUCTION.

No exterior additions, or alterations to any buildings, outside walls and other structures shall be permitted without the prior written approval of the Board specifications showing the nature, kind, shape, height, materials, location and approximate cost of the addition shall first be submitted in the Owners. (It is agreed by each Owner, submitting the same that neither the Declarant nor the external design and location with existing structures in the discretion of the person or committee having jurisdiction over them or form architectural organization).

Section 8. ANTENNAS.

No exterior television or radio antennas of any sort shall be placed, allowed or maintained upon any portion of the Improvement to be located upon the premises, nor upon any structure situated upon said premises except such exterior antenna system or systems be utilized and require any such exterior antenna.

Section 9. NOISES.

No Owner shall do no act nor any work that will impair the structural soundness or integrity of a building or impair any easement or hereditament.

Section 10. NO IMPAIRMENT OF INSURANCE.

Nothing shall be done within the General Common Elements or Units which might result in an increase in the Common Element or Units which might result in an increase in the Common Elements or Units or which might result in cancellation of Board.

Section 11. NO VIOLATION OF LAW.

Nothing shall be done within the General Common Elements or Units which would be in violation of any statute, rule, regulation, ordinance or any valid requirement of any governmental body.

Section 12. NUISANCES.

No noxious or offensive activity shall be carried on upon the General Common Elements or Units, nor shall

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anything be done thereon which may be or may become an annoyance or nuisance to the neighborhood. No noise shall be conducted on any part of the General Common Elements which may or might be unsafe or hazardous to any person.

Section 13. MINERAL EXPLORATION.

No portion of the Property shall be used to explore for or to remove any water, soil, hydrocarbons, or other materials of any sort.

Section 14. MECHANICS' LIENS.

No labor performed or materials furnished with the consent of an Owner, agents, the Owner's agents, contractor or subcontractor shall create any right to file a mechanic's lien against any other Owner or any other contracting or consenting Owner shall indemnify, defend and hold harmless the Association and each of the other Owners from any such lien. In the event a lien is filed against the Condominium Unit for labor performed or materials furnished at the request of the Owner thereof or Association shall enforce such indemnity by collecting from a lien or claimant or requiring Owner the amounts which have been paid, including attorney's fees and expenses. Said expenses may be added by the Association's normal operating expenses.

Section 15. BUSINESS ACTIVITIES.

No business activities of any kind whatsoever shall be conducted in any building or in any portion of the General Common Elements. This restriction shall not be construed as such a Maintain to prohibit an owner from occasional referral library therein. (a) keeping personal business or professional records or accounts therein of (a) or) to conducting personal therefrom. Such uses are expressly declared customary incidental to the principal residential use and are.

ARTICLE VII BENCHMARK CONDOMINIUM HOMEOWNERS ASSOCIATION

Section 1. DUTIES AND RESPONSIBILITIES OF THE BENCHMARK CONDOMINIUM HOMEOWNERS ASSOCIATION

Declarant has caused the Benchmark Condominium Homeowners Association to be incorporated as a non-profit corporation and has designated such Association to be manager of the General Common Elements. Any purchaser of a Condominium Unit hereby becomes a member of such Association and approves such designation and management. Said Association, by its signature approving this Declaration, has agreed that it shall have the following duties, rights and powers:

(a) To collect monthly or periodic assessments, including reserves by such amounts and for those purposes and at such times as the Board of Directors or other assessments as are authorized herein.

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collected, to provide for maintenance, repair, replacement and operation expenses of (b) From funds so collected, to construct and maintain in a manner satisfactory to the Association any Common Elements or Common Elements for recreation, Common Elements demonstrated in the Plans as contemplated as such.

(c) To lease, acquire and sell real, personal, tangible, intangible, and mixed property, real or personal, or any interest without without first deeds of trust, mortgages and liens upon the Common Elements or the Units and to dispose of, mortgage and lease the Units and the Units when necessary for enforcement of the lien or liens hereinafter created, and upon any sale thereof, to execute and deliver deeds of conveyance in fee simple.

(d) To enter into contracts for contracts to maintain and operate the Common Elements and to maintain the duties the Services for supervision the duties or supervision in the administration of the Association.

(e) To make or cause to be made additional improvements to the Common Elements in accordance with Article VI of this Association in accordance with the Bylaws of the Association, or in accordance with the Bylaws of the Association. or the Association.

(f) To employ workmen and and other persons including attorneys, accountants, architects, management architects, who perform services for the Association may enter into contracts of agreement with the management companies or such other firms or individuals as the Board in its discretion may deem appropriate. Nothing herein except Common Elements herein or any Owners except Common elements to any Owners may be without approval of two-thirds of the votes of and members of each class the Association. provided however, that the Association may provide for such contracts affect terms hereof, which are contrary to the provisions of this Declaration or any of the Bylaws of such herein, which constitute such contracts in terms which shall furnish to providing property in the scope or otherwise provided for repairs herein, and shall be treated as repairs which that are proper Association, or such contracts necessary for the Association. The Association Association for laundry, dry cleaning, food service in the community rooms and maintenance. and which including over the Association for matters in building. But Association the provided on any matter. Association may The Association provide clearly (but no more than (90)) ninety days matter.

(g) In property shall defend and to the General Common Elements to protect from loss and damage.

(h) To employ counsel and accountants and auditors council where service of the Directors proper as auditors.

(h) To employ counsel and legal aid auditors and auditors, as may be required in connection the auditory within the and In compliance with the Association the matters and concerns concerning such audit matters which are herein transmitted. As required termites and herein hereof. to so perform service. service.

(i) To the legal and Termites which should be with authorize or otherwise determine to years controlling of any Properties Property within a years controlling any Property within.

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proximity of the Property which might affect the value of any Owner's interest in the General Common Elements.

(j) To adopt Rules in accordance with the Bylaws for the regulation and for the General Limited Common Elements including, but not limited to, regulations governing the use of the General Common Elements and Limited Common Elements.

ARTICLE VIII CERTAIN RIGHTS AND OBLIGATIONS OF THE ASSOCIATION

Section 1. ASSOCIATION AS ATTORNEY-IN-FACT FOR OWNERS.

The Association is hereby irrevocably appointed attorney-in-fact for the Owners, and each of them, to manage, control and act with the interests of such Owner as herein provided, and each Owner shall be deemed to have fulfilled all of its duties and obligations hereunder and in accordance with its irrevocable hereunder, given to the Association which is appointed as such attorney-in-fact, when provided and no further approval, consent, or other action during all the Common Elements. The acceptance by any Person of a deed or other interest in any Unit shall constitute and grant or the deed conveying such interest in compliance with the above above and hereinafter. The Association shall be granted all of the powers necessary to govern, manage, maintain, repair and replace the Common Elements, and to carry and perform all the duties required of it. Notwithstanding the above, unless first Mortgagees of Units having at least seventy-five percent (75%) of the votes of each Class of membership of the Owners of at least 75) of the Units have given their prior written approval, the Association shall not be empowered or authorized to:

(i) By act or omission, seek to abandon or terminate the Condominium Project;

(ii) partition or subdivide any Condominium Unit.

(iii) by act or omission seek to abandon, partition, subdivide, encumber, sell, or transfer any of the General or Limited Common Elements except as provided in the form herein for Common Elements for additional development;

(iv) use hazard insurance proceeds for loss to the improvements for other than repair, replacement or reconstruction of such improvements.

ARTICLE IX MEMBERSHIP AND VOTING RIGHTS

Section 1. MEMBERSHIP.

The following shall be entitled to membership in the Association:

A. All Owners shall be Members. No Members of the Homeowners Association. No Owner shall have more than one membership and no Person other than an Owner shall have the sole qualification for membership. Upon the

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sale or transfer of a Condominium Unit by an Owner, that person's membership in the Association shall be automatically transferred to the purchaser or transferee.

B. The General Partner of Declarant or its successors or assigns, or the designees of the General Partner of Declarant, shall also be entitled to membership and shall have the right of the General Partner of Declarant to vote and shall no longer be in effect.

Section 2. VOTING RIGHTS.

The Association shall have two classes of voting membership:

Class A. All Owners shall be "Class A Members." Class A Members shall be entitled to one vote for each Condominium Unit in which they hold the interest required for membership. When more than one person holds such an interest in a Condominium Unit, the vote for such Unit may be exercised by one of them designated by written instrument to the Board or acting Member, but in no event shall more than one vote be cast with respect to any Unit. Unless so designated, in the absence of such designation, the Board may designate such a sole voting Member.

Class B. The Class B Member shall be Declarant. Declarant. The Class B Member shall be entitled to three votes for each Condominium Unit in which it holds the interest required for membership. Class B voting membership shall cease and become converted to Class A membership on the happening of either of the following events, which shall occur first in time:

A. When the total votes, based upon all Condominium Units sold outstanding in the Class A membership equal the total votes outstanding in the Class B membership, or

B. December 1, 1985.

ARTICLE X INDEMNIFICATION

Any Manager, employee of the Association, and each director and officer of the Association, shall be indemnified by the Association against all costs and expenses, including attorney's fees, reasonably incurred by or imposed upon them in connection with any proceeding in which they may be involved by reason of their being or having been a reason of being or having acted as such on behalf of the Association; provided that this indemnification shall not apply to matters as to which such person shall be finally malfeasance or misfeasance in the performance of said person's duties; provided further that in the event of a

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settlement, the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being for the best interest of the Association. This foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such person may be entitled.

ARTICLE XI ASSESSMENTS

Section 1. ASSESSMENTS.

Subject to the provisions contained hereinafter in the Association assessments or charges to be fixed, established and collected from time to time as herein provided. Such assessments together with interest, costs and attorney's fees shall be charged to the Condominium Unit and shall be a continuing lien upon the Property belonging to each Owner subject to the provisions of this Declaration. In payment as allowed in this Article XI. Assessments, together with interest, penalties, costs, reasonable attorney's fees incurred in connection herewith, obligation of the person who was the Owner, or of the persons jointly or severally who were the Owners of such Unit at the time when the assessment fell due. Such obligation for assessments, together with such interest, costs and attorneys fees, also shall be a lien upon and Security deed that with the Grantor for all unpaid assessments against the Unit granted hereby, which lien may be foreclosed in up to the time of the grant or conveyance. Payment of the assessments made shall be paid by the Owners to the Association provided that such lien for unpaid assessments may be assigned Unit and Condominium Unit and prorated if upon a date other than the due date of an Assessment, and thereafter in monthly or such shorter periods as the Board shall determine one-twelfth or each month or period following the closing.

Section 2. PURPOSE OF ASSESSMENT.

The assessments levied by the Association shall be used for the acquisition, construction, operation, maintenance and care of the General Common Elements, and for the performance of the other duties and obligations required by law or provided for herein.

Section 3. BASIS OF ASSESSMENTS.

(a) All Assessments provided for in this Article, except those levied by Declarant, shall be subject to an initial maximum monthly assessment of ($09.00)_______. The Board, on behalf of the Association, shall fix the monthly assessment levied against each Unit within the maximum herein set forth and may raise or lower said monthly assessment amount within the maximum monthly assessment amount only in its absolute discretion. In addition, the Board shall have the power to make special assessments in addition to the regular monthly assessments by five percent (5%) per year at any time. Any increase in the maximum monthly assessment or any maximum monthly emergency assessment shall

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shall require the affirmative vote of two-thirds (2/3) of the votes of each class of membership present in person or by proxy at a meeting duly called for such purpose, written notice of which shall be sent to all Members of record not less than thirty (30) days in advance.

Notwithstanding the above, upon affirmative vote of a majority of the Board of Directors, the Board may authorize and expend funds in the event of an emergency concerning property damage, liability or other similar contingency. The expenditure thereafter shall become an assessment, collectible by the Association against the Units in accordance with the membership being required.

(b) Individual Assessments. The Board shall have the right to make any Owner's assessment as provided by the Association for the General and Limited Common Elements, specifically for damages, costs including cleanup and restoration, but not limited to, fines, repairs and replacements caused by the negligent or willful conduct of an Owner, members of Owner's, employees, licensees, lessees or invitees, maintenance, repair, care of and replacements to Limited Common Elements and General Common Elements appurtenant to a Unit, and all other expenditures or charges provided for by this Declaration or by law.

(c) Special Assessments. In addition to the regular assessments described above, the Board on behalf of the Association may levy special assessments for the purpose of defraying, in the whole or in part, the cost of any construction, unexpected structural repairs or replacements needed on the Common Elements, including the necessary fixtures and personal property related thereto, provided that any such assessments shall at the same must have assent of two-thirds (2/3) of the Owners voting in person or by proxy at a meeting duly called for such purpose at the annual meeting. Written notice shall be sent to all Owners of record not less than thirty (30) days prior to the date of the vote days prior to the meeting.

(d) Change in Monthly Assessment With Maximum Allowed. The Board shall fix the amount of the monthly assessment or assessments against each Unit; provided, however, that any change thereof allowed at least thirty (30) days in advance of the levy of such Assessment and shall send

(e) Declarant. Monthly and special assessments provided equally for all Condominium Units not owned by Declarant. Declarant Units shall not be required to pay any assessment.

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(f) Assessment Reserves. The Association shall collect annually from each Unit Owner Declarant, a deposit with the Association equal to three equal to three times the amount of the monthly common assessment to be held, without interest, by the Association or Managing Agent as a reserve to fund for emergency repairs or for Common Elements and for working capital. Such an advance payment shall not relieve any Owner from the obligation to pay the monthly common assessments.

(g) Upon the transfer of title to a Unit, the Owner assignee or sublessee for any unused portion thereof.

In the event of a transfer of title to a Unit or allocation each building, concerning gas, water, construction, etc.

Concerning gas, water, electricity and such matters relating each individual Unit exist. All charges, utilities based on consumption. Such meters may be read, billed and collected by and assessed as assessments: (i) at any time in the future, at a meeting duly called by the Board of Directors if a majority of all Owners, decide to have individual meters placed in each Unit or its electrical installation, charges for services based on such meters, shall be the individual obligation of the Owner or occupant of each respective Unit to the public utility or to the Association as assessments.

Section 4. NON-PAYMENT OF ASSESSMENTS.

(a) Assessments and fees shall be due and payable on the first of each month day of the first month and thereafter on a monthly basis. Such assessment or fee, and shall become delinquent unless paid within ten (10) days thereafter from the date of mailing or delivery to a late charge for non-payment as may be determined from time to time by the Board. If the assessment is not paid within thirty (30) days after the due date, they shall bear interest from the date of delinquency at the rate of eighteen percent (18%) per annum. Should the assessed rate of the Board of and within thirty applied, failure to make payment of an assessment within sixty (60) days after becoming delinquent may cause the full amount of such Owner's estimated annual assessment for the remainder of that calendar year to become in the event it shall become necessary for immediately due and payable to the Association. the Board to collect any delinquent assessments hereinafter created or otherwise, the delinquent Owner shall pay in addition to the assessment and late charge and interest

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herein provided, all costs of collection, including a reasonable attorney's fee and costs incurred by the Board in enforcing

(b) The Association is hereby granted a lien against the Owner's Condominium Unit for any required by this Declaration provided, however, that (i) such lien may be made effective by filing a notice of lien with the office of the clerk and Recorder of Eagle County, State of Colorado, and such lien may designate any one of the officers of the Association or its duly appointed Managing Agent to record a notice of said lien in favor of the Association; (ii) such recording hereunder may be upon forms supplied by the provided by the laws of the State of Colorado and (iii) such Condominium lien shall subordinate to the lien of any recorded first deed of trust now or hereafter placed on the Condominium Unit; (iv) notice of the lien upon all of the given also shall be a lien upon Units and profits of the encumbered Condominium Unit. In the case of the nonpayment of the assessment lien, the Owner shall be required to pay reasonable rental payments to the foreclosure action, the Owner's condominium Unit is left vacant; condominium unit in the foreclosure action, the Owner's con- Unit or apply for the appointment of a receiver for the Condominium Unit without first exhausting other remedies or joining other lien holders in any action. The Association shall have the right to sue any Owner who fails to pay any amounts assessed plus costs as herein provided. The foreclosure sale, and if title is obtained, hold, lease, mortgage and encumber or convey the same.

(c) In the event an Owner is in default on any obligation secured by an encumbrance on the Condominium Unit, any party holding an option on behalf of the Association, may pay the amount due on said obligations and such party shall have a lien for said amounts in the manner as provided for herein for unpaid assessments or charges.

(d) Sale or transfer of any interest by an Owner shall not affect or release any lien granted

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the Association herein, except as provided, and shall not affect the personal obligation of the Owner, shall be released, however, from any continuing personal liability, waiver or suspension of the use of any of the General Common Elements or by the abandonment of his Unit.

(e) In the case of the conveyance of a Condominium Unit pursuant to a foreclosure proceeding or of title shall extinguish the lien for all unpaid assessments made by the Association which are prior to the date of such conveyance. The amount remaining unpaid shall be deemed to be a general expense of the Association and shall be added by the Association to recover such amount from the delinquent Owner.

Notwithstanding any provision herein to the contrary any holder of a lien pursuant to the foreclosure of a deed of trust in lieu of foreclosure shall not be liable to pay assessments which would otherwise accrue prior to acquisition of title to such encumbered Unit.

(f) The Association shall maintain, through regular monthly assessments, a reserve fund for the maintenance, repair and replacement of General Common Elements which must be replaced periodically.

ARTICLE XII

MAINTENANCE

Section 1. MAINTENANCE OF THE GENERAL COMMON ELEMENTS.

The Association shall provide for the care, operation, management and repair of the General Common Elements, except as otherwise provided in this Declaration by the Association.

of the foregoing and by way of illustration, the Association shall keep the General Common Elements in good repair for water, sewer, electric, gas and oil other necessary utility services to be furnished to the General Common Elements and to the Units; landscaping, care and maintenance of any portion of the landscapings; may provide for rubbish collection; may clean and maintain roof, remove snow, ice and other materials as the Board of Directors may deem proper; provided, that the General Common Elements care, attractive and adequate and may make necessary or desirable alterations herein and improvements thereto. However, this maintenance obligation shall be construed as a waiver of any right by the Association to

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recover for any damage or expense incurred as the result of the willful or negligent action or omission of any person.

Section 2. OWNER MAINTENANCE.

Each Owner shall provide for all maintenance and repair of the Units owned by him, including but not limited to: maintenance, repair and replacement of the aforementioned fixtures, ranges and other appliances; all surfaces which are within and appurtenant to a Unit, replacement of all broken or damaged interior surfaces; Unit walls; all utilities, etc.; all replacements within which are within a Unit; all interior non-structural glass, cleaning, plumbing, floor covering, interior window surfaces, electrical and other related fixtures, curtains, ramps and other Unit, including such items, improvements; equipment installed within a Unit, commencing at the some pipes, lines, conduits, or systems serving the Unit, from wires, conduits, or systems entering a portion of a within the Owner's Unit. Each Owner shall be entitled to the full use and enjoyment of and within the Unit and shall maintain each Unit in good condition; that is attractive, clean and adequately maintained. In any visible from the exterior of the Unit shall be subject to review and advance approval by the Association and such Owner shall maintain condition of balcony.

No Owner shall do any act or work or allow any condition to exist which shall adversely affect the other Unit Owners.

Any structural alteration, decoration or ill or building; (ii) impair the structural soundness or integrity of the building; (iii) impair any easement or hereditament without the prior written consent and satisfaction of the Board that such work or act will not impair structural soundness and that such work or act will be charged to the Owner for investigation, including but not limited to structural soundness. Such review shall not be subject to review and shall be subject only to their absolute discretion.

In the event an Owner fails to maintain his Unit and appurtenant Limited Common Elements in accordance herewith, after notice to the Owner by the General Common Elements; the Association shall have the right to do the Owner shall be responsible for the cost of such correction. Any reimbursement required hereunder shall be in the nature of an assessment, and all rights of collection of assessments as herein provided in Article XI, Section 4 shall be available to the Association.

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Section 3. ASSOCIATION MAINTENANCE.

Except as otherwise provided in this Article, the Association shall provide maintenance, repair and the following buildings, including, but not limited to:

(a) Maintenance, repair and replacement of water, sewer, electrical and other utilities which are portions of such systems which are within a Unit.

(b) Maintenance, repair and replacement of roofs, stops, chimneys, gutters, exterior painting, staining and re-staining, and exterior fences.

(d) Decorating of the General Common Elements, other than interior surfaces within the Units; however, such maintenance and repair of Units to the extent made necessary by any damage thereto caused by maintenance, repair or replacement of any part of the General Common Elements.

ARTICLE XIII

INSURANCE

The Board of Directors shall obtain and maintain at all times the insurance on the types established by the Colorado Insurance Standard Form as set forth with companies licensed to do business in Colorado. However, the Board of Directors shall not obtain any policy where the terms of the insurance company's responsibility against the mortgagee or mortgagee's designated, or (iii) by the terms of such insurance charter. Dollar with mortgagor, or (iii) by any board of Directors, policyholders or members; or (iii) conditions); including any existing clauses (other than insurance company providing policies to cover all types of coverages to be obtained insurance proceeds. The and limits to be covered are as follows:

(a) Fire insurance with standard extended perils endorsements shall include endorsements for vandalism and malicious coverage of the entire Property and includes all items covered by the Condominium Units, fixtures therein initially installed or conveyed by the furnishings or other personal property supplied by or installed by Unit Owners; together with

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all service equipment contained therein in an amount equal to ninety percent (90%) of the value, without deduction for depreciation. All policies shall contain a standard non-contributory clause and a standard 1st mortgage clause in favor of the holder of the first Mortgage of a Unit, which shall make the insurance payable to the Unit owner and the first Mortgagee of such Unit and to the Homeowners Association for the use and benefit of mortgagees as their interests may appear.

(b) If the Property is located in an area identified by the Secretary of Housing and Urban Development as having special flood hazards and the sale of flood insurance has been made available under the National Flood Insurance Act of 1968, the Association shall purchase flood insurance on the Property in an amount which is the lesser of the maximum amount of coverage available with respect to the aggregate of the unpaid principal balance of the mortgages on the Units comprising the project.

(c) Public liability and property damage insurance as much limits as the Board may determine from time to time, but not in an amount less than $500,000.00 per injury and $500,000 per accident. There shall be included comprehensive personal injury and property damage. Coverage shall include, without limitation, the Common Elements and Units insured for personal injury and property damage incurred in connection with the ownership, operation, maintenance and other use of the Property. Such policies shall contain a "severability of interest endorsement."

(d) Workmen's Compensation and employer's liability insurance and all other similar insurance with respect to employees of the Association as shall from time to time be required after required by law.

(e) The Association shall purchase, in an amount not less than one hundred percent (100%) of the Association's estimated annual Operating expenses of the current year, coverage against dishonesty of employees, destruction and disappearance of money and securities and forgery, the beneficiaries and persons endorsed thereto covering any persons who serve the Association without compensation.

(f) Such other insurance as the Board of Directors deems necessary, or of a similar or dissimilar nature, as it shall deem appropriate with respect to the Property, including but not limited to, other glass insurance and any personal property of the Association located thereon.

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shall contain waiver of subrogation and waiver of any defense based on invalidity arising from any acts of the Owner and shall provide that such policies may not be cancelled or substantially modified without at least thirty (30) days prior written notice to each insured, including First Mortgagees. Duplicate originals of all policies or certificates thereof accompanied with proof of premium payment or copy thereof shall be promptly delivered by the Association prior to the expiration of the then current policies. The insurance shall be carried in blanket form for the Association as may be available. Each policy, certificate or other evidence of which policy or policies shall identify the interest of each Owner and Unit holder's name and Unit number designated as a first Mortgagee.

Prior to obtaining any policy of fire insurance or renewal thereof, the Board or Managing Agent shall obtain an estimate of value from a duly qualified real estate or insurance agent which shall reasonably estimate of the replacement cost, without deduction for depreciation, for the purpose of determining the proper amount of fire insurance to be procured pursuant to this Declaration. The amount of fire insurance to be maintained for repair of fire or casualty damage claims for less than eighty percent (80%) of the full replacement cost of the improvements is essential to the protection of maximum replacement and each First Mortgagee shall be furnished with a copy of said estimate. Such amounts of insurance shall be adjusted annually in accordance with their currently determined replacement cost.

Owners may carry other insurance for their benefit and at their expense, provided that the liability of the carriers issuing insurance obtained by the Board shall not be reduced or diminished by reason of any such additional coverage.

All insurance coverage on furnishings and other items of personal property belonging to an Owner, and public liability insurance within an owner's Unit, shall be the sole and direct responsibility of the Owner thereof, and the Agent of Directors, the Association, the Managing Agent shall have no responsibility therefor.

In the event that there shall be any damage or destruction affecting any part of the Property in excess of $1,000.00 or any damage or destruction to, or loss to the Building, Common Elements which exceeds $10,000.00 or that otherwise affects the habitability of any Unit, it shall be the obligation of the Board to give written notice to each First Mortgagee of said Unit within ten (10) days after the occurrence of such event.

All policies of insurance shall provide that the failure to comply with reporting provisions or other conditions of such policies on the part of any insured shall not affect or impair the rights of the other insureds thereunder, omission, negligence or non-compliance of any Owner or occupant of such policy, including payment of the insurance premium or breach of any warranty, whether occurring before or after loss; and the happening of any event, whether occurring before or after loss, which under the provisions of such policy would otherwise

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invalidate or suspend the entire policy, but the insurance under any such policy, as to the interests of all other insured Owners not guilty of such act shall remain in force and effect.

ARTICLE XIV

ASSOCIATION AS ATTORNEY-IN FACT DAMAGE AND DESTRUCTION

This Declaration does hereby make mandatory the irrevocable appointment of an attorney-in-fact to deal with the Property and may proceed accordingly as set forth hereinafter.

Title to any Unit is declared and expressly made subject to the terms and conditions hereof, and acceptance by any grantee of a deed from the Declarant or from any Owner shall constitute appointment of the Association as attorney-in-fact to deal with such Unit and to appoint the Association, in their names, place and stead for the purpose of dealing with the Property upon the occurrence of substantial damage or destruction thereof, and each and every first Mortgagee of any Unit. The President and Secretary, shall have full and complete authority, right and power to make, give and deliver the proper and appropriate instruments necessary to Exercise the powers herein granted. Repair and or reconstruction means restoration of the particular Building or improvement(s) to substantially the same condition in which it existed prior to the damage, with such conditions being unit having substantially the same vertical and horizontal boundaries as before, except as otherwise herein provided. All such damage or destruction shall be made available to the Association for the purpose of repair, restoration or replacement; unless and until otherwise determined in writing in accordance with the provisions set forth hereinafter.

Assessments for Common Expenses shall not be reduced during the period of insurance adjustment and repair as follows:

(a) If the insurance proceeds are sufficient to reconstruct the Property to the extent of not more than sixty-six and two-thirds percent of the total cost of Reconstruction of the Property due to fire or other disaster, the insurance proceeds, if sufficient to reconstruct the total cost, shall be used for such reconstruction. The Association at attorney-in-fact to such reconstruction, and the Owners shall be full liability, right and power, as attorney-in-fact, to contract for and to supervise such reconstruction or improvement(s).

(b) If the insurance proceeds are insufficient, or the damage is to the extent of more than sixty-six and two-thirds percent or

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the total replacement cost of the Property, including land, such damage or destruction shall be promptly repaired and reconstructed by the Association, as attorney-in-fact, only if such repair, reconstruction or replacement is approved by the vote or written consent of Owners sufficient to constitute and their Units. Such approval shall be in an assessment of the Owners for any deficiency and such assessment shall be payable in one lump sum or any percentage interest in the General Common Elements and shall be due and payable within thirty (30) days after the levy thereof. The Association shall have full authority, right and power, as attorney-in-fact, to contract for and to supervise such reconstruction or repair using all of the insurance proceeds and such assessments; but such provided for, subject to the limitations and provisions herein contained, each Owner may obtain a lien on his Unit and may be enforced and collected as herein provided. The attorney-in-fact shall have the absolute right and power to contract for and to supervise the building of such reconstruction and repairs, within the powers herein granted, and such construction shall be subject to be recorded in appropriate public records of the county in which the Property is located and the Association shall have the absolute right and power to sell the Unit on behalf of such owner after assessment deficiency assessment within the time provided. The proceeds derived from the sale of the Unit by the Association, as attorney-in-fact, shall be applied to discharge other:

(i) for payment of the balance of the lien and mortgage fees;

(ii) for payment of taxes and special assessments liens in favor of any assessing entity;

(iii) for payment of unpaid Assessments;

(iv) for payment of all other charges and encumbrances in the order of and to the extent of their priority; and,

(v) the balance remaining, if any shall be paid to the Unit Owner.

(c) If the Property is damaged or destroyed to the extent of more than sixty-six and two-thirds percent of the total replacement cost thereof, not including land, and if the Owners representing an aggregate ownership interest of more than sixty-six and two-thirds of the General Common Elements, do not voluntarily,

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within one hundred days thereafter, make provisions for reconstruction, which plan must have fire, phantasy approval or consent of the Owners representing an aggregate ownership of more than sixty-six and two-thirds of the Units, then each Owner shall forthwith record, upon the recording of such facts by the Association's president and secretary pursuant to a resolution duly adopted by the Association, as attorney-in-fact for each Unit Owner, free and clear of all liens except such as the Association, the Map and the Articles and Bylaws. The insurance settlement proceeds received by the Association or received by the Association shall be divided by the Association according to each Owner's percentage interest in the General Common Elements (ignoring the personal policies), and such divided proceeds shall be paid into separate accounts for each Unit Owner as such account shall be in the name of the respective Owner and further identified by reference to such Owner and the name of the Unit Owner. Thereafter, the apportioned amount of the distribution from the sale of the Unit to entire fee simple interest in their respective Units and their percentage interest in the General Common Elements, free and clear of all liens, shall be paid and disbursed, without contribution from one account to another, by the Association; and thereupon, the Association, as attorney-in-fact, shall have full power and authority in the same order as is provided in sub-paragraph (b) immediately preceding, but this sub-paragraph shall not hinder the protection given to any First Mortgage under a mortgage.

(d) If the Property is destroyed or damaged to the extent of more than sixty-six and two-thirds percent of the total replacement cost thereof, not including land, and if the Owners representing an aggregate ownership interest of more than sixty-six and two-thirds of the General Common Elements adopt a plan for reconstruction, which plan has the unanimous consent of all First Mortgagees, if any, then the Owners shall be bound by the terms and other provisions of such plan. The Association as attorney-in-fact, shall supervise such reconstruction in accordance with such plan, all proceeds of insurance and/or such destruction or damage, be made available to all of the Owners and their Units for assignment made in connection with such plan shall be enforceable against each of the Units according to each Owner's percentage

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interest in the General Common Elements and shall be due and payable as provided by the terms of such lien, but in no event less than thirty days after notice thereof. However, the Association shall have full authority, right and power respecting itself, notwithstanding such other appointment, for the purpose of protecting the future of an assessment, to pay such Unpaid Assessment. The assessment Owner shall be entitled to require a copy of such Dockland a lien on his Unit and may be enforced and collected as is provided herein.

(d) The Association or the attorney-in-fact, or the as attorney-in-fact, shall have the absolute right and power to institute the Unit of any Owner for such delinquent amounts, and if not so paid, within the time provided, and if not so paid, the Association or its attorney-in-fact may be collected directly from such Unit. Such Unit shall be sold by the Association. The proceeds derived from any such judicial shall be distributed to the Association as attorney and attorney-in-fact, to the extent provided (b)(1) through (b)(5) of this paragraph.

(e) The Owners representing an aggregate ownership interest of seventy-five percent of the total interest in the General Common Elements, which includes the interest of Declarant, agree that the Units are obsolete and adopt a plan for the renewal and reconstruction, rehabilitation or substantial improvements and of all first Mortgagees of record at the time of the adoption of such plan. However, if nothing is recorded of such plan within the limits of notice of such plan shall be recorded, then the Mortgagees thereof shall be payable by the owner of the Unit subject to such mortgage; however, that an Owner not a party to such a plan for renewal, reconstruction, rehabilitation or substantial improvement shall not continue to within days after such a plan and to plan that authority shall be authorized by the Association to the current market value thereof as determined by a competent appraiser certified days within which to cancel such plan. If such plan is not cancelled then the Unit subject to such mortgage shall be sold as provided for in following procedures: If such Owner and the Association can agree on the current market value of such Unit, that amount shall be consummated within thirty days thereafter. If the parties are unable to agree on such current market value, then each to the other that he or it is unable to agree with the other on such value or if the commencement of the sale proceedings are not commenced in this subparagraph shall be measured within ten days following the commencement (and

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give notice of such nomination to the other party) an independent appraiser. If the parties fail and must make such nomination, the party in default shall have an additional five days after default by the other party to nominate if neither party timely designates its choice of appraiser, or if the two appraisers designated by the parties, or if one party, are unable to agree, they shall appoint another independent qualified appraiser as a third appraiser. If they cannot agree on such a person, or if they can agree on such person. If they are unable to agree upon such umpire, then each appraiser so appointed shall submit to the other the name of one qualified independent appraiser and from the names of the four persons so nominated one shall be chosen by lot and such person's name shall be record in Colorado and the name and address shall be each specific appraisers or lot. From this the four appraisers shall submit their appraisals which shall be final and from be submitted within ten days of their appointment. If two appraisals be used, which in the event differs from the other then twenty days following the appointment of the third, to appraisal, market decision of the appraisers as to such Unit's current value, at which such Unit shall be offered for sale on the open market. umpire, shall be final and binding. The expenses and cost of such appraisers shall be shared equally by the Association and the Owner. The sale shall be consummated within fifteen days thereafter and the sale price shall be the Association's net proceeds from such sale after proceeds as is provided in subparagraphs (b)(1) through (b)(5) of this paragraph.

(f) The Owners representing an aggregate ownership interest of seventy-five percent or more in the General Common Elements may agree that the Units are obsolete or that extensive restoration be sold. Such plan (agreement) must be consummated or in written approval of seventy-five percent of the first mortgagees of record, which forthwith record a notice stating forth such factors. Upon the recording of such notice under the supervision of the board of directors and approval by president and secretary, the entire Project shall be sold by the Association, as attorney- in-fact for all Owners. All of the net proceeds received from such sale net of the costs incurred, the provisions contained in this Declaration, the lien, the Articles and the Bylaws upon the recording of such action, the interest of the Owners on the basis of each Owner's percentage interest in the General Common Elements, shall terminate and the proceeds shall be paid into separate accounts. From each such account representing one Unit, Each such owner shall be entitled to the Association, and shall be so distributed by the Association and in the name of the Owner. From designated are account the Association, as attorney-in-fact, shall discharge the liens against total amount (if any) of such accounts.

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without contribution from one account to another, for the same purposes set forth in subparagraphs (b)(1) through (b)(5) of (b)(1) through (v) of this paragraph.

(g) An assessment (whether designated as such, or as dues, fees, or otherwise) may not, at the option of the Board be collected in the manner provided in Article IX, Section 4.

ARTICLE XV

CONDEMNATION

Section 1. CONSEQUENCES OF CONDEMNATION.

From time to times during the continuance of condominium property pursuant to this Declaration, it may happen that pursuant to the exercise of the right of eminent domain by any Federal, State, County, Municipal or public authority or said or otherwise disposed of in lieu of or in avoidance thereof, the provisions of this Article XV shall apply.

Section 2. PROCEEDS.

In the event that the, damages, or other proceeds therefrom (the sum of which is hereinafter called the "Condemnation Award") shall be payable to the Association as attorney-in-fact for the Owners, all as is further set forth in Article XIV, paragraph (b)(1)-(v).

Section 3. COMPLETE TAKING.

In the event that the entire Project is taken or condemned, or sold or otherwise disposed of in lieu of or in avoidance thereof, condominium ownership and the operation of this Declaration shall terminate. The Condemnation Award shall be payable to the Owners in the proportion which each Owner's respective percentage interest in the General Common Elements shall bear to one hundred percent (100%). Nothing herein provided that if a standard different from the value of the property as a whole is employed to measure the Condemnation Award allocable to any particular Unit, then the Owners and their Association shall be free to so specify and then in determining such share the same standard shall be employed to the extent it is relevant and applicable.

On the basis of the principle set forth in the last paragraph paragraph, the Association shall determine the fair amount allocation which the Condemnation Award to which each Owner is entitled. Each share shall be paid to or on behalf of the Owner as may be directed by such Owner, subject to the rights of mortgagees as herein provided to the Owner.

Section 4. PARTIAL TAKING.

In the event that less than the entire Project is taken or condemned, or sold or otherwise disposed of in lieu of or in avoidance thereof, this Declaration and condominium ownership shall not terminate. Each Owner shall be entitled to a share of the Condemnation Award to be determined in the same manner as provided in the preceding Section. The Association shall, reasonably and in good faith, allocate the Condemnation Award between compensation, damages, or other proceeds, and

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include the remainder for restoration, repair, replacement, injury to the General Common Elements and shall be apportioned among Owners in proportion to their respective percentage interest in the General Common Elements. That portion or amount allocated to severance damages shall be apportioned to those Units which were or taken or condemned (i.e) the remainder thereof is materially and adversely affected by the particular Unit and/or improvements an Owner had made within his Unit, such portion to be apportioned of the time of such taking, condemnation or other disposition. The Association as attorney-in-fact for the Owners, may damages and any other takings or injuries shall be appropriated to the Association determined at its reasonable judgment consistent with the terms of this Declaration, subject to provisions established in negotiation, judicial decree or otherwise. Each Owner to allocating the Condemnation Award and other funds at the Association, the Board of Directors is attorney-in-fact for the respective Owners. Any proceedings for the applicable, distribution or apportioned proceeds shall be made to each Owner's respective percentage in the Association and not to the respective Owners.

Section 5. REORGANIZATION.

In the event that the foregoing provisions could result in the taking of a complete Condominium Unit, the Owners thereof automatically shall cease to be a member of the Association and need not be bound by this Declaration. The Association shall thereupon terminate, and the Association, as attorney-in-fact of such Owner, may take whatever steps may be necessary or convenient to vest all ownership rights and such Owner's share in such owner or his nominees upon such person or persons. The Declaration at its incorporation and as utilized in this Declaration at its incorporation and shall be deemed a sufficient to alter appropriately any percentage figures, and descriptions which may require revision thereof. Such amendment to this Declaration or other instrument therein referred to shall be necessary for its implementation addition, excepted by the Owners, an shown by the records in the office of the Clerk and Recorder of Eagle County, Colorado, any interest, and shall be recorded either of interest of two-thirds or more, or the General Common Elements and not less than 75% of the first Mortgagees.

ARTICLE XVI

PARTY WALLS

The rights and duties of the Owners of Condominium Units within the Condominium project with respect to party walls shall be governed by the following:

(a) Each wall, including party walls, which is located on a boundary line between adjoining Units and the buildings any part of which is situated on the dividing line between separate Units shall be deemed, both at law and in equity, with respect to any such wall, each of the adjoining Owners shall assume the burden and obligation of maintaining and keeping in repair that restrictive covenants, and, to the extent not inconsistent herewith, the general rules of common law pertaining party walls shall be applicable thereto.

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(b) In the event any such party wall is damaged or destroyed through the act of one adjoining Owner, or any guest or his agent or agents as a member of his family, whether such act is negligent or otherwise culpable) so as to create a danger to the adjoining Owner or his property, the Owner responsible for damage or destruction, his adjoining Owners shall forthwith proceed to rebuild and repair the same to as good condition as before such damage by such adjoining Owner.

(c) In the event any such party wall is damaged or destroyed by casualty loss without the act of one or the adjoining Owners, his agents, guests or family (including ordinary wear and tear, or unavoidable accident), then in such event, both such adjoining Owners shall proceed forthwith to repair and rebuild such wall in good condition as good as formerly at their joint and equal expense.

(d) In addition to meeting the other requirements set forth in these restrictive covenants and of any Building Code or building regulations which Division which may now be in effect or here- after enacted, no one shall rebuild his Condominium Unit in any manner which requires that any location other than is shown upon the Plat referred to herein without the written consent of the adjoining Owner.

(e) Anything in this paragraph to the contrary notwithstanding, the loss and/or claim by the heirs and assigns of any Owners; but no person shall be liable for any act or omission of any preceding Owner of his respective Unit, except such as took place while an Owner.

ARTICLE XVII

MORTGAGEE'S RIGHTS

Section 1. NOTICE TO MORTGAGEE.

Written consent is required and trust on any Condominium Unit upon written request by such holder to the Board, shall receive any of the following:

(a) Copies of budgets, notices of assessments, insurance claims notices of casualty loss, copies of lawsuits and notices made by the Association to the Owner of the Condominium Unit covered by the deed of trust;

(b) Any audited or unaudited financial statements of the Association within ninety (90) days following the end of the fiscal year for which are prepared for the Association and distributed to the Owners;

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(c) Copies of notices of meetings of the Owners which each right to be represented at any such meetings by a designated representative;

(d) Notice of the decision of the Owners or the Board of Directors to make an improvement to this Declaration, the Bylaws or the Articles of Incorporation of the Association;

(e) Notice of substantial damage to or destruction of any Unit, or any part of the General Common Elements;

(f) Notice of commencement of any condemnation or eminent domain proceeding with respect to any part of the General Common Elements;

(g) Notice of any default of the holder's Owner which is not cured by the Owner within thirty (30) days after the giving of notice to the Owner of the default;

(h) The right to examine the books and records of the Association at any reasonable time.

Section 3. FORM OF REQUEST.

Any request of a holder of a first deed of trust shall specify which of the above it desires to receive and shall indicate the name and address to which such notices shall be sent by the Association. Failure of the Association to give any of the above notices due to failure of the holder of a first deed of trust to make an appropriate request shall not affect the validity of any action which is related to any of the notices. The Association need not recognize any transfer of a first deed of trust unless notified herein. This Section set out hereunder.

Section 4. PROTECTION.

No violation or breach of or failure to comply with any provision of this Declaration and no action in reliance upon any provision of this Declaration shall invalid or impair the lien of any holder of a first deed of trust taken in good faith and for value and executed by recording a deed of trust which specifically describes the Condominium Unit and which states the name or names of the Owner or Owners thereof as defined in this Declaration. However, any purchaser at foreclosure or person receiving a deed in lieu thereof shall take subject to the

ARTICLE XVIII COMPULSORY ARBITRATION

All controversies, claims and matters of difference, including all questions as to whether the right to arbitrate any question exists, excepting those matters for

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which specific judicial remedies or any other method of settlement or enforcement existing between the Owners, the Association, the Board, the Manager, and the Declarant and their respective agents shall be settled by arbitration according to the rules and practices of the American Arbitration Association Code in effect with the Colorado Rules of Civil Procedure or any rules promulgated by Colorado law where an appeal such to a Colorado court shall be allowed in a manner consistent with any agreement to arbitrate shall be specifically enforceable. Nothing contained herein shall be construed to require any party to bring legal action against that party. The parties agree to abide by all awards rendered in such arbitration and such awards shall be final and binding. Judgment upon such award rendered by the arbitrators may be entered in any court having competent jurisdiction in accordance with the Colorado Rules of Civil Procedure, and the cost of such arbitration including reasonable attorney fees shall be borne by the losing party. However, the Declarant, the court reserves the matter to arbitration, and any matters may be filed with the Clerk of the District Court in Eagle County, State of Colorado, as a basis of application for an order for specific performance. Any filing the election of the party making such filing, with the Clerk of one of no more other courts, state or federal, having jurisdiction over the matter. Venue shall be as provided in or rendered or its property. No party shall be considered in default hereunder during the pendency of arbitration or enforcement.

ARTICLE XIX DURATION AND AMENDMENTS

Section 1. AMENDMENTS.

This Declaration shall remain in full force and effect for as long as the Properties remain as a condominium project. However, except as otherwise herein provided, neither may be amended, or revoked, nor may any General Common Elements used or held for the benefit of all the Owners be removed, partitioned, subdivided, encumbered or transferred except by a vote of Owners representing not less than seventy-five percent (75%) of all the interests in the Common Elements. However, an Owner's interest is subject to a deed of trust upon an Owner's vote shall be included with any deed of trust. Such amendments shall be effective only upon the recordation of the certificate stating forth the Amendment. Any amendment representing not less than seventy-five (75%) of all the interests in the Condominium Units, to amendments to this Declaration; provided however that consent to such Amendment may be given only by the Owner of a Condominium Unit unless approved and consented to by Declarant in writing.

Section 2. SPECIAL AMENDMENT.

Notwithstanding the foregoing, the Declarant has the power to record a Special Amendment to this Declaration

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at any time and from time to time which amends this Declaration only to comply with requirements of the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Department of Housing and Urban Development, the Federal Housing Administration, the Veterans Administration, or any other federal agency or any other governmental entity which performs (or may perform in the future) functions similar to those currently performed by such entities; provided, however, said Special Amendment provides entities to make purchases, sell, insure or guarantee the Federal National Mortgage Association Units hereby created and herein conveyed. No amendment shall be effective against any Owner until the amendment is recorded. Each deed, mortgage, trust deed or other evidence of obligation affecting a Condominium Unit shall be deemed to contain and acknowledge, and a consent or the reservation of the power to Declarant to grant and acknowledge, and such consent or acknowledgment shall be deemed to be grant and acknowledgment of, and a consent to any amendments made to the Declaration in trust upon a Condominium Unit or any warranties made by an Owner or builder or a deed of trust in order to induce any lender to make a loan to an Owner, shall continue to or guarantee the deed of trust on such Owner's Condominium Unit.

ARTICLE XX CONTRIBUTIONS BY DECLARANT

Section 1. IMPROVEMENT OF GENERAL COMMON ELEMENTS.

Declarant shall contribute the sum of $10,000.00 to the Association to be used for the maintenance and improvements of the General Common Elements in such manner as the Board deems desirable.

Section 2. BUILDING EXTERIORS.

Declarant shall provide the Association with sufficient funds to be used for the repainting and maintaining of Building exteriors. Such contribution of funds shall be in a one time basis and shall be funds on or before January 1, 1990. The Declarant, in its sole discretion, may order separate metering of the Units prior to January 1, 1990. Such work shall be done at Declarant's expense.

ARTICLE XXI GENERAL PROVISIONS

Section 1. ENFORCEMENT.

The failure of any Owner to comply with the provisions of this Declaration, Bylaws and any Articles of Incorporation in the Association shall not relieve any other Owner of the duty to comply therewith, nor shall such failure deprive such other Owner of the right to seek enforcement of the obligations of such non-complying Owner by any enforcement proceeding available, whether by action at law or injunctive relief. The failure to enforce any covenant or restriction herein contained in no event shall be deemed a waiver of the right to do so thereafter.

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Section 2. INVALIDITY.

Any provision of this Declaration invalidated in any manner whatsoever shall not be deemed to affect any other provisions of this Declaration or the validity or enforceability of this Declaration, and in such event, all of the other provisions of this Declaration shall remain in full force and effect and the Declaration shall be construed and enforced as if such invalid provision were not included herein.

Section 3. CLAIMS.

No claim or cause of action shall accrue in favor of any person in the event of the invalidity of any provision of this Declaration or any amendments thereto as a result of the Declaration or any provision hereof. This Section may not be used by any person to the intentional breach, violation or non-performance of any valid provision, restriction, covenant, action, or arbitration brought in violation of this provision.

Section 4. CAPTIONS.

The captions are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope or intent of this Declaration, nor in any provision hereof.

Section 5. GENDER.

The use of the masculine gender in this Declaration shall be deemed to refer to the feminine gender and the use of the singular shall be deemed to refer to the plural, and vice versa, when the context so requires.

Section 6. NOTICES.

Any notice required to be sent to any Member or Owner under the provisions of this Declaration shall be deemed to have been properly sent when mailed, postage prepaid, to the last known address of the person who appears to be entitled to such notice at the time of such mailing.

Section 7. VOTING AND SIGNATURES.

Wherever in this Declaration a vote or signature of Owners or Members is required, each Condominium Unit shall have one vote or signature as the case may be.

This section shall not, however, affect Declarant's rights with respect to its Class B voting membership.

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THE HERITAGE COMPANY a Colorado Limited Partnership

By: Heritage H. Rossi, Jr., General Partner

STATE OF COLORADO
COUNTY OF [signature/stamp]

The foregoing Declaration of Condominium for Benchmark was acknowledged before me this _____ day of ______, 1987, by Richard H. Rossi, Jr., a Colorado General partner of the Heritage Company, a Colorado Limited Partnership.

Witness my hand and seal. My commission expires: [unclear]

[Notary signature] Notary Public

APPROVED:

BENCHMARK CONDOMINIUMS HOMEOWNERS ASSOCIATION

[Signature] President

WITNESS:

[Signature] Secretary

APPROVED:

TOWN OF AVON

BY: [Signature] Mayor

[SEAL stamp visible]

BY: [Signature] Clerk Leslie Allen

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(b) From funds collected, to provide for maintenance, repair, reconstruction, management, insurance, taxes and assessments levied upon the Common Elements, and such other expenses as are enumerated in this Declaration.

(c) To acquire by gift, purchase or other lawful property in pursuance of its obligations except that the Association shall only have or acquire any interest in real property of at least 75% of the holders of First Deeds of Trust on the Units and 75% of the Owners.

(d) To enter into and upon the Units when necessary with respect to inconvenience or possibly and repair of the Common Elements to perform the duties outlined in this Declaration.

(e) To enjoin or seek damages from, or both, any Owner for violation of any provision of this Declaration, Articles of Incorporation or the Association's Bylaws or its Rules and Regulations or Rules.

(f) To employ workmen and others; to contract for utility and other services; to employ or appoint a Manager; to purchase supplies and equipment; to enter into contracts; and generally to perform other acts reasonably necessary to employ a property manager in connection with the matters herein set forth, except that the Association shall not be obligated to secure the fee title of any Owner except to satisfy a lien, award or judgment against such Owner which could become a lien upon any part of this Declaration. The Association shall not enter into any contract or management agreement or employment contract or enter into any utility or laundry service or maintenance contract, and further provided that any of approval of a majority of the Board of Directors (excluding those for utilities and laundry services) by the Association shall not exceed thirty (30) days written notice or without cause upon ninety (90) days written notice.

(g) To protect and defend the General Common Elements from loss and damage by suit or otherwise.

(h) To employ counsel, attorneys and auditors in connection with legal matters of the Association and in connection with the audit of its books and records, which audit shall be made at least annually and shall be made at the request for inspection at the Association office, as hereinafter provided.

(i) To grant easements, licenses and concessions (with authorities against the granting by authorities of zoning ordinances or variances concerning any property within a reasonable

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