COBBLE CREEK clubhouse partners, LLC

membership agreement

(RESIDENT MEMBERSHIP)

(Adopted July 15, 2008)

  1. INFORMATION

PERSONAL

Applicant's Name

Social Security NumberBirth Date

Spouse's NameBirth Date

Social Security NumberAnniversary Date

Alma MaterSpouse's

Local Address

Out of Town Address

Billing Address

Club Communications

Address

Telephone:Telephone:

Local Residence() Out of Town ()

E-mail AddressFax Number ()

Unmarried children under the age of 23 who reside in the home:

Name / Birth Date

Fax Number ()E-mail AddressWebsite

  1. MEMBERSHIP

2.1This Membership Agreement (the “Agreement” or “Membership Agreement”) is between Cobble Creek Clubhouse Partners, LLC, a Colorado limited liability company, (the “Company”) and the above named applicant. If accepted for membership, the applicant shall be deemed a member (“Member”) or collectively deemed members (“Members”). Member access to the Club Facilities shall be deemed a membership (“Membership”).

2.2 I hereby apply for membership in Cobble Creek Golf Community Club (the "Club") and hereby submit an application fee (the “Application Fee”) as follows:

  • Application Fee $350.00 Check here and initial if paid______

2.3I understand that my Application Fee will be returned if I am not accepted for membership and/or if the clubhouse and the fitness center are not available by July 1, 2009. Neither the Company nor its affiliates shall have any liability whatsoever to the Members in the event the clubhouse facilities are not constructed other than the return of the Application Fee, without interest.

2.4I understand that my Application Fee will not be returned if I am accepted for membership and the clubhouse and fitness center are available before July 1, 2009 and further understand that the Application Fee is not applicable to the clubhouse membership dues.

2.5I understand that the membership in the club means access to the “members only” portions of the clubhouse, the fitness center, the tennis courts and additional facilities constructed and owned by Cobble Creek Golf Community, LLC that, at the option of the Company, may be added from time to time (“Club Facilities”).

2.6 I understand that all property owners in the Cobble Creek Golf Community shall have the option to apply for membership in the Club and that, if membership is desired for a property, an application for membership must be submitted for each lot or residence owned. I agree that if accepted for membership (at the sole discretion of the Company), I must be a Club Member for the entire term of the Membership Agreement, subject to the provisions of Section IV, other provisions contained herein, the Cobble Creek Golf Community Membership Rules and Regulations (the “Rules and Regulations”), which are attached hereto as Exhibit A, and the Declarations of Covenants, Conditionsand Restrictions for the Cobble Creek Golf Community.

2.7I understand that the terms of this Agreement shall terminate on December 31, 2016.

2.8I understand that this Agreement includes my family members under the age of 23 who reside in my home or attend school on a full time basis and agree that all family members are bound to the Rules and Regulations. I also understand that the failure of a family member to abide by the Rules and Regulations may cause termination of my Membership, and in such event, I can re-instate my Membership only at the option of Cobble Creek and upon payment of an Initiation Fee in the amount of $12,500.

2.9I understand that in the event I sell my home or lot during the term of this Agreement, my interest in this Agreement shall be transferred to the buyer of my home or lot upon written notification to the Company,at the Company offices, within ten (10) days after the date of closing of my home or lot. Said notification shall include evidence (copy of the recorded deed or fully executed settlement sheet) that I have transferred or sold my home or lot, written notice by the buyers accepting the transfer of my membership, a transfer fee payment to the Company in the amount of $750(my buyers will not be required to remit a $350 Application Fee with their application) and delivery of the membership cards of myself and my family. I further understand that my access and the access of my family members, if applicable, to the Club Facilities shall terminate on the date of closing, but that my obligations under this Agreement shall terminate only upon receipt by the Company of the notification items outlined above.

2.10I understand that if I rent my residence for a minimum of 6 months, I can designate the renter as a temporary Member. However, the renter must submit an application for membership, which is subject to approval or disapproval by the Company. If the renter is accepted for temporary membership, the monthly dues shall reflect the familial status of the renter and I understand that I shall pay a membership transfer fee to the Company of $500. Further, the temporary Member shall be bound by the Rules and Regulations and I or the Company shall have the right to terminate the temporary membership at any time and in our sole discretion. I further understand that during the term of the temporary membership neither I nor my family shall have any membership privileges and that I shall remain liable for all dues and costs appurtenant to the membership.

2.11I understand that if, within 90 days after the closing of the sale of my home or lot, I close the purchase of another home or lot within Cobble Creek, I must make application for membership in the Club on or before the closing date of the new purchase. I further understand that I may either make application for membership under the same terms and conditions as the Agreement applicable to the sold property or I may make application under the terms and conditions offered to prospective purchasers within Cobble Creek at the time I make my application. Should I fail to make application for membership within the time frame provided above, my right to make application under the terms and conditions applicable to my sold property shall terminate.

The right to make application for membership under the terms and conditions applicable to the sold property in the manner outlined above shall only apply to those Cobble Creek property owners executing a Membership Agreement on or before August 15, 2008 and shall further apply to only one such additional purchase. Anything in this Agreement to the contrary notwithstanding, if Idesire to make application for membership and I purchase a property from an owner that had the option to apply for a membership on or before August 15, 2008, but did not make such an application and/or whose application was not accepted by the Company, then, if accepted for membership, I must remit an Initiation Fee of $25,000.

2.12I understand that that the Company reserves the right to limit the number of memberships based on the capacity of the facilities and the use of the Club Facilities. Consequently, I understand that the ability in the future to obtain a membership may depend on the availability of such memberships.

2.13I understand that if my Membership is terminated for any reason then:

a.)My access to the clubhouse and fitness center shall immediately terminate.

b.)My access to the preferred golfing rates that are appurtenant to my Membership shall immediately terminate and access to the golf course shall be in accordance with the then prevailing rates for Cobble Creek residents or lot owners who are not clubhouse members.

c.)I can only re-instate my Membership if there are memberships available and/or at the option of the Company and upon payment of an Initiation Fee of $12,500.

2.14 I understand that I have the option, but not the obligation, to obtain a golf membership at the fee structure outlined in Schedule 1, attached hereto. Provided I am a Member in good standing and subject to the availability of golf memberships, I may acquire a golf membership or terminate a golf membership on a year by year basis during the term of the Agreement. I also understand that the maximum number of unlimited golf memberships shall be limited to 575 and that the ability to obtain a golf membership in the future may depend on the availability of such golf memberships. However, even if golf memberships are not available during the term of this Agreement, I shall have access to the golf course in accordance with the Rules and Regulations and the non-membership elements outlined in Schedule 1.

2.15Subject to the Rules and Regulations and the Cobble Creek Covenants, Conditions and Restrictions, I understand that my Membership will provide access to the Club Facilities.

III. PAYMENT OF DUES, FEES AND CHARGES:

3.1I understand that a one-time initiation fee for membership (“Initiation Fee”) is $25,000.00. The Initiation Fee will be waived if this Membership Agreement is executed and the Application Fee is paid prior to August 15, 2008. I understand that from time to time, the Company may amend or waive the Initiation Fee for owners purchasing property in Cobble Creek and/or other properties after August 15, 2008, in its sole discretion.

3.2As long as I am a property owner in Cobble Creek and have not resigned my membership in accordance with Section IV herein below, I hereby agree to pay to the Company the membership dues during the entire term of this Agreement. The monthly dues for each year of the Agreement are described in the attached Schedule 1 and in the Rules and Regulations. Unless other arrangements are made, I understand that I will receive my monthly invoice on or about the 25th of each month and that my payment will be due on or before the 10th of the following month. The submittal of the first invoice shall be conditioned on the receipt by the Company of a Certificate of Occupancy for at least the clubhouse portion of the Clubhouse Facilities from the City of Montrose.

3.3In the event that any amounts owed to the Company are not paid by the 10th of the month, I understand that I will be charged a late fee of 5% of the amount due and be subject to other penalties as outlined in the Rules and Regulations. I further understand that if I fail to pay any dues, fees and other charges, within sixty (60) days after the due date, I will be deemed to be in default under the terms of this Agreement and the Company may terminate my Membership and this Agreement and/or take other legal actions available to it, including, but not limited to, not terminating the Agreement, allowing the fees and penalties to escalate, filing a lien against the Member’s property and foreclosing on said lien in accordance with Colorado law.

IV. RESIGNATION OF MEMBERSHIP:

4.1I understand that a Member may resign his or her membership in the Club by delivering a written notice of resignation to the Club offices along with a resignation fee of $2,500. A membership shall be deemed to have been resigned as of 60 days after the date the Club receives written notice of the Member’s resignation. During the sixty-day period, the Member shall continue to pay his or her dues and, if in good standing, can rescind the resignation at any time during the sixty-day period, in which event the $2,500 resignation fee shall be returned to the Member.

4.2Notwithstanding any resignation, the Member and his or her spouse, if applicable, shall remain liable for any amounts unpaid on the Member’s club account. In the event the Member resigns on or before January 1, 2012, the Member and/or his or her successor in interest must, in order to gain membership in the Club, make application for membership and, if accepted, pay an Initiation Fee of $25,000. However, in the event the Member resigns after January 1, 2012, the Member and/or his or her successor in interest must, in order to gain membership in the Club, make application for membership and, if accepted, pay the then prevailing Initiation Fee, if any, applicable to the desired level of membership.

V.ACKNOWLEDGMENT OF MEMBERSHIP RIGHTS:

5.1I acknowledge that the Membership permits me to use the Club Facilities in accordance with the Membership Rules and Regulations. Membership is not an investment in the Community referred to in the Membership Rules and Regulations, or the Club Facilities, and does not give a Member a vested or prescriptive right or easement to use the Club Facilities. Membership does not provide a Member with an equity or ownership or any other property interest in the Company or the Club Facilities. A Member only acquires a revocable license to use the Club Facilities in accordance with the terms and conditions of the Membership Rules and Regulations, as the same may be amended from time to time, and this Membership Agreement. All rights and privileges of Members under the Membership Rules and Regulations and this Membership Agreement are subordinate to the lien of any mortgage encumbering the Club Facilities from time to time.

5.2The Company reserves the right, in its sole discretion, to terminate or modify the Membership Agreement and the Rules and Regulations, to reserve memberships, to grant memberships to non Cobble Creek property owners, to sell, lease or otherwise dispose of the Club Facilities in any manner whatsoever and to any person whomsoever, to add, issue, modify a new category or class of membership, to discontinue operation of any or all of the Club Facilities, to convert the Club into a member-owned club or Homeowners Association-owned club, and to make any other changes in the terms and conditions of the membership or the Club Facilities available for use by members. However, notwithstanding anything to the contrary, the Company, so long as the Clubhouse Facilities are in operation, may not change the fee structure contained in the attached Schedule 1 for the Members under this Agreement and any sale of the Club Facilities will be subject to this Agreement.

5.3 I hereby acknowledge that the use of the Club Facilities and any privilege or service incident to my Membership is undertaken with knowledge of risk of possible injury. I hereby accept any and all risk of injury to myself, my guests and my family sustained while using the Club Facilities or while involved in any event or activity incident to Membership in the Club. I agree to release and indemnify Cobble Creek Golf Community, LLC., the Company, any manager of the Club Facilities, their affiliates, their successors and assigns and their respective directors, officers, partners, members, shareholders, employees, representatives and agents and the members of the advisory board of the Club and any Club committee in accordance with the provisions of the Rules and Regulations of the Club.

VI. MEMBERSHIP DOCUMENTS:

6.1 I hereby acknowledge receipt of the Cobble Creek Golf Community Membership Rules and Regulations and that I have read and understand them, and agree to be bound by the terms and conditions thereof as the same may be amended from time to time by the Company. I further acknowledge that I am not relying on any oral representations in acquiring a Membership in the Club.

6.2 This Membership Agreement shall be governed by and construed and enforced in accordance with the laws of the state without giving effect to principles of conflicts of law.

6.3The Company or Cobble Creek Golf Community, LLC may pledge or assign this Membership Agreement.

6.4All information contained within this Membership Agreement will be kept confidential by the Company, except in the ordinary course of Club operations or as required by law.

I UNDERSTAND THAT I MUST SUBMIT THIS APPLICATION ON OR BEFORE AUGUST 15, 2008 AND IF I FAIL TO DO SO, I WILL BE DEEMED TO HAVE DECLINED THE OPTION TO MAKE APPLICATION FOR MEMBERSHIP.

If the prospective member is married, the signatures of both spouses are required.

The membership acquired hereunder shall be issued in the name of:

Dated:______Applicant’s Signature:______

Printed Name:______

Dated:______Spouse’s Signature:______

Printed Name:______

This Membership Agreement shall not be binding on the Club until the acceptance below is signed.

ACCEPTED BY
COBBLE CREEK CLUBHOUSE PARTNERS, LLC
By:
Authorized Representative
Printed Name:
Dated: , 20

COBBLE CREEK GOLF COMMUNITY, LLC

699 Cobble Drive

Montrose, CO 81403

(970) 240-1300

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