Responsible Governance Policies

RESPONSIBLE GOVERNANCE POLICIES and OTHER RULES of the
ROOSEVELT RIDGE
HOMEOWNERS ASSOCIATION
A COLORADO NONPROFIT CORPORATION

The Roosevelt Ridge Homeowners Association, a Colorado nonprofit corporation (the “Association”) adopts the following as the responsible governance policies of the Association. The Rules are adopted in accordance with the requirements of and as authorized by the by Colorado Common Interest Ownership Act (the “Act”), C.R.S. 38-33.3-101 et seq., the Declaration of Covenants, Conditions and Restrictions for Roosevelt Ridge, which was recorded on August 30, 2005 at Reception No. 127233 in the property records of Gilpin County, Colorado and all amendments thereto (collectively, “Declaration”), the Articles of Incorporation of the Association (the “Articles”) and the Bylaws of the Association (the “Bylaws”). These responsible governance policies shall be deemed to supplement the Declaration, the Articles and Bylaws. To the extent these Rules are inconsistent with the Declaration, Articles or Bylaws, those documents shall control, as applicable, except where otherwise required by the Act. As used in these Rules the terms “Board,” “Owner,” “Member,” and “Lot” and other words or terms which are defined in the Declaration shall have the same meaning as they have in the Declaration.

I. RESPONSIBLE GOVERNANCE POLICIES

1. COLLECTION of UNPAID ASSESSMENTS.

Assessments are as defined in the Declaration. Common Assessments are assessed annually and are collected quarterly on a quarterly schedule fixed by the Board. The deadline for the payment of Special Assessments shall be fixed as authorized by the Declaration. Any Assessment that has not been paid within fifteen (15) days following the applicable due date shall be considered past due and delinquent and the Owner responsible for paying the Assessment shall be deemed in default. Section 5.19 of the Declaration addresses interest on unpaid assessments. A charge of $50.00 may be imposed by the Association on an Owner in the event an Owner’s check or other payment to the Association is returned unpaid after deposit by the Association or is otherwise unpaid by the Owner’s bank because of insufficient funds or any other reason attributable to the conduct or neglect of the Owner or Owner’s bank.

1.1. Notice of Default. After a default has occurred and before the Association turns over the delinquent account of an Owner to a collection agency or refers it to an attorney for legal action, the Board shall provide written notice of default, which shall be sent by via prepaid first-class U.S. Mail and by certified mail, return receipt requested, to the Owner at the address of the subject Lot or such other address of record of the Owner. The Notice will be deemed to be effective five (5) days from the date of such mailing, irrespective of whether or when the letter is claimed, receipted for or otherwise delivered or received.

The Notice shall specify the following:
(i) total amount due, with an accounting of how the total was determined;

(ii) due dates and principal amounts of the past due assessment(s);

(iii) late fees;

(iv) default interest as of a specified date and the per diem thereafter;

(v) unless the Owner does not occupy the Lot and had acquired the Property as a result of a default of a security interest encumbering the Lot or foreclosure of the Association’s lien or the Owner has previously entered into a payment plan with the Association (or a holder or assignee of the Association’s debt), the Owner’s opportunity to enter into a payment plan and who the Owner shall contact regarding entering into the possible payment plan;

(vi) the name and contact information for the individual the Owner may contact to request a copy of the Owner’s ledger in order to verify the amount of the debt;

(vii) that action is required to cure the delinquency and that failure to do so within thirty (30) days of the effective date of the Notice (the Notice will be deemed to be effective five (5) days from the date of such mailing) may result in the Owner’s delinquent account being turned over to a collection agency, a lawsuit filed against the Owner, the filing and foreclosure of a lien against the Owner’s property, or any other remedies available under Colorado law, including, but not limited to, turning the account over to an attorney; and

(viii) that the Owner will become liable for costs and attorneys fees of enforcement.

The Notice shall demand payment in full within thirty (30) days of the effective date of such notice. If the Assessment default is not cured and paid in full, including late fees and default interest, within such thirty day period, the Association may (i) record a lien against the subject Lot and (ii) pursue any other remedy available under the Declaration or Colorado law, including, but not limited, to filing suit against the Owner and filing and/or foreclosing the assessment lien and sale of the subject property. The Owner is liable for all Court costs, attorneys’ fees or other costs of collection, which together with all unpaid assessments are secured by the lien shall be a debt of the Owner and an encumbrance against the subject Lot.

If the Association fails to follow the procedures set forth in this Section 1.1, it shall not be construed to be a waiver or release of any Owner’s responsibility to pay delinquent Assessments or the Association’s right to collect the Assessments in accordance with Colorado law in accordance with the Association’s governing documents or Colorado law.

The Association may vary from the requirements set forth in this Section 1.1 if the Board in its sole discretion that variance is reasonable under the circumstances.

1.2 Payment Plans; Default
For purposes of this section 1.2, “assessments” includes common and special assessments and any associated fees, charges, late charges, attorney fees, fines, and interest. In accordance with C.R.S. § 38-33.3-316.3, as amended from time to time, in collecting past-due assessments and other delinquent payments, the Association shall make a good-faith effort to coordinate with the Owner to set up a payment plan. If an Owner is interested in entering into a payment plan, the Owner must notify the Board in writing. The Association shall not be required to set up a payment plan with an Owner if: (a) the Owner does not occupy the Lot and had acquired the Property as a result of a default of a security interest encumbering the Lot or foreclosure of the Association’s lien or (b) the Owner has previously entered into a payment plan with the Association (or a holder or assignee of the Association’s debt). A negotiated payment plan shall permit the Owner to pay off the deficiency in equal installments over a period of at least six months.

An Owner’s failure to remit payment of an agreed-upon installment or to remain current with common assessments as they come due during the term of the negotiated payment plan constitutes a failure to comply with the terms of the payment plan and a default. In the event of a default, the Association (or a holder or assignee of the Association’s debt) may pursue legal action against the Owner.

2. HANDLING of BOARD MEMBER CONFLICTS of INTEREST.

The Act provides that board member conflicts of interest are defined and governed by the Colorado Revised Nonprofit Corporation Act (the “Nonprofit Act”) at C.R.S. §7-128-501 and §38-33.3-310.5, as amended from time to time.

For purposes of this section 2, the circumstances under which a “conflict of interest” exists are:

  1. A contract, transaction, or other financial relationship between the Association and member of the association’s executive board or any person designated as an officer of the Association;
  2. A contract, transaction, or other financial relationship between the Association and any person to whom the board delegates responsibilities, including, without limitation, a managing agent, attorney, or accountant employed by the Board;
  3. A contract, transaction, or other financial relationship between the Association and a party related to a director. A “party related to a director” shall mean a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of a sibling, an estate or trust in which the director or a party related to a director has a beneficial interest, or an entity in which a party related to a director is a director, officer, or has a financial interest;
  4. A contract, transaction, or other financial relationship between the Association and an entity in which a director of the Association is a director or officer or has a financial interest.

No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by a member or by or in the right of the Association, solely because a conflict of interest exists or solely because the director is present at or participates in the meeting of the nonprofit corporation’s board of directors or of the committee of the board of directors that authorizes, approves, or ratifies the conflicting interest transaction if:

  1. The material facts as to the officer’s and/or director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the board of directors or the committee, and the board of directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or
  2. The material facts as to the officer’s and/or director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon; or
  3. The conflicting interest transaction is fair as to the Association.

The Association and the Board of Directors shall utilize and comply with C.R.S. § 7-128-501, as amended from time to time, to review and address any potential conflicts of interest relating to the officers and directors of the Association. In the event these statutory provisions are amended, the Board may modify or otherwise amend these conflict of interest provisions.

A director must disclose a conflict of interest during a board meeting in open session and cannot vote on the conflicting decision or contract. The conflicted director may participate in the discussion about a conflicting decision or contract unless a majority of the directors who are not conflicted determine such discussion would not be appropriate.

The Association’s conflict of interest policies, procedures and rules and regulations shall be reviewed by the Board on an annual basis.

3. CONDUCT of ASSOCIATION and BOARD MEETINGS.

3.1. NOTICE of MEETINGS of MEMBERS. See Section 4.5 of the Bylaws. Notices of meetings shall comply with the applicable provisions of the Act and the Nonprofit Act. Notices shall be posted and provided electronically as provided in the Act. It is the preference of the Association to provide all notices electronically to the extent the notices can be given in compliance with the requirements of the Act and the Nonprofit Act. All Owners/Members are encouraged to provide current email addresses to the Association.

3.2. OPEN BOARD and ASSOCIATION MEETINGS. All regular and special meetings of the Board and the Association will be open to attendance by all Owners and Owner’s representatives as required by the Act, except for portions in executive session, and who may participate in the meetings as allowed by the Declaration, Bylaws, the Rules of the Association and the Act.

3.3. AGENDAS. Owners desiring further information or copies of an agenda should contact an officer of the Association.

4. ENFORCEMENT of COVENANTS and RULES/FINES.

The Association and the Design Review Committee may enforce the Declaration, the Bylaws, the Roosevelt Ridge Design Guidelines, the Roosevelt Ridge Illustrative Plan, the Roosevelt Ridge Submittal Process and Construction Regulations, the Design Guidelines and the Rules, if any, of the Association as authorized by and in accordance with the Act, the Declaration, the Bylaws and the Rules. The Act and Declaration provide that the Board may enforce the Declaration and the Rules of the Association, recover costs of enforcement, including costs and attorneys’ fees, and impose costs of compliance as assessments against an Owner who violates the Declaration or the Rules to recover costs incurred by the Association.

4.1. As provided in the Act, to levy reasonable fines for violations of the Declaration, Bylaws and Rules of the Association, including increased fines for multiple or ongoing violations. Schedule of Fines: The following fine schedule has been adopted for all covenant, policy, procedure, rule, regulation and guideline violations:

    1. First notification of violation — Notification Call and Letter are anticipated but not required. In the discretion of the Board, all or any singular remedy may be immediately pursued by the Association.
    2. Second notification of violation (of same covenant or rule) $100–$500
    3. Subsequent violations (of same covenant or rule) $200–$750

4.2. Before the imposition of a fine, the Owner is entitled to a fair and impartial fact-finding process concerning whether the alleged violation occurred and whether the Owner is the one who should be held responsible for the violation. The Owner shall receive notice and an opportunity to be heard before an impartial decision maker. An “impartial decision maker” means a person or group of persons who have the authority to make a decision regarding the enforcement of the Association’s covenants, conditions, and restrictions, and the other rules and regulations of the Association and do not have any direct personal or financial interest in the outcome. A decision maker shall not be deemed to have a direct personal or financial interest in the outcome if the decision maker will not, as the result of the outcome, receive any greater benefit or detriment than will the general membership of the Association. The Board shall be presumed at all times to be an impartial decision maker unless specific facts and circumstances dictate otherwise, as determined by the Board.

4.3. Enforcement actions available to the Association are provided for in the Act, the Declaration, the Bylaws, the Rules and Procedures of the Design Review Committee and other Rules of the Association.

5. INSPECTION and COPYING of RECORDS.

On written request delivered at least five (5) days before the date on which an Owner wishes to inspect and copy any of the Association’s records identified in these Rules is subject to the Association’s right to impose and collect in advance a reasonable charge, not to exceed the estimated cost of production and reproduction of the records a Owner or the Owner’s authorized agent is entitled to inspect and copy the records during regular business hours at the Association’s office or the Board may limit examination and copying times to the next regularly scheduled Board meeting if the meeting occurs within thirty days after the request. The request must describe with reasonable particularity the records the Owner desires to inspect. The Association’s obligation to allow records to be copied or examined and an Owner’s right to copy and examine records are limited and governed by the Act (C.R.S. § 38-33.3.-317).

6. INVESTMENT of RESERVE FUNDS.
With regard to the investment of reserve funds of the Association, the Board of Directors shall make investment decisions in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the Association in accordance with the Colorado Revised Nonprofit Corporation Act and CCIOA, including the requirements of §38-33.3-303, as they may be amended from time to time, and any of the Rules of the Association pertaining to financial management.

7. ADOPTION and AMENDMENTof ASSOCIATION RULES.

The Association Rules and these governance policies procedures and rules (collectively the “Association Rules”) may be amended from time to time by the Board of Directors. At such time as the Board proposes adopting Association Rules, the Board shall provide written notice of the proposed Association Rules to all Owners. The notice will also be posted on the Association’s website, if there is one. The notice shall include a copy of the text of the proposed Association Rules and the date of the Board of Directors meeting at which the Board proposes to adopt the Association Rules which date shall be not less than thirty (30) days following the date the notice of the proposed Association Rules is sent to the Owners. The notice will also request that the Owners review the proposed Association Rules and provide comments on them to the Board at or in advance of the Board meeting specified in the notice.

The records of the Association kept by the Secretary of the Association will contain a notebook containing all the currently adopted Association Rules and the Association Rules will also be posted on the Association’s website, if there is one.

8. ALTERNATIVE DISPUTE RESOLUTION.

All disputes between the Association and Owners must be addressed in compliance with any alternative dispute resolution procedures adopted by the Association except for those disputes or claims that are specifically exempted from those procedures. The collection by the Association of Assessments or other monies owed to the Association is specifically exempted from the alternative dispute resolution procedures. Except for those disputes or claims that are specifically exempted from those procedures, disputes arising between the association and Owners shall be addressed in accordance with the following procedures: (a) the parties to the dispute shall attempt first to resolve the dispute by good faith neighborly negotiations; (b) if negotiation is not successful, then the parties will mediate the dispute on terms and procedures and before a mediator selected by the mutual agreement of the parties to the dispute with the cost of such service to be split equally between the Association and the Owner(s) involved; and, (c) if the mediation does not resolve the dispute or one party refuses to mediate by failing to respond to a mediation request for 30 days, then the parties may agree to arbitrate the dispute or to proceed to litigation.

9. RESERVE STUDIES.

The Board of Directors may from time to time budget for and have a reserve study prepared for the Association, either by a third party consultant having experience and expertise in preparing reserve studies for common interest communities or by internally conducting a reserve study or as otherwise required by CCIOA, including the requirements of §38-33.3-303, as it may be amended from time to time,. The reserve study shall, among other things, determine the cost to the Association over time for maintaining, repairing, replacing and improving those portions of the common interest community that are the responsibility of the Association to maintain, repair, replace and improve and the amounts of the common expense assessments that may be allocated to reserves in order for the Association to be able to pay for such work. In the course of having such a reserve study prepared, the Board of Directors shall also determine a funding plan for the work recommended by the reserve study as may be approved by the Board of Directors. The funding plan shall also include the projected sources of funding for the work. Any reserve study made and approved by the Board of Directors shall reflect whether the reserve study is based on a physical analysis and financial analysis and, if so, shall reflect the nature of the physical analysis and financial analysis.

II. OTHER RULES of ASSOCIATION

10. RECORD KEEPING POLICIES and REQUIREMENTS and DISCLOSURES to OWNERS.

The Association shall maintain and keep records as required by the Act, C.R.S. § 38-33.3-317, the Colorado Nonprofit Corporation Act, the Declaration and the Bylaws. The Association shall make disclosures to the Owners of information regarding the Association as required by and in accordance with the Act, C.R.S. § 38-33.3-209.4.

11. INSURANCE CLAIM SUBMISSIONS.

The Declaration requires that the Association maintain certain insurance policies. Such insurance covers only the Common Areas and does not cover various personal property and other items and improvements within an Owner’s Lot.

12. ARCHITECTURAL REVIEW POLICY and PROCEDURES.

The Declaration provides that landscaping, painting, fences, buildings, structures and other improvements or changes proposed to be made by an Owner to the Owner’s Lot or the Common Areas within the Community shall require the review and approval of the Design Review Committee. See, in part, the Association’s Declaration, the Roosevelt Ridge Design Guidelines, the Roosevelt Ridge Illustrative Plan, the Roosevelt Ridge Submittal Process and Construction Regulations, the Design Guidelines and the Rules, if any.

13. NOTICE and HEARING PROCEDURE.

13.1 Procedure. The Board shall not impose a fine or assessment, suspend voting rights, or infringe upon any other rights of an Owner or other occupant of a Lot for violations of Rules of the Association or of the Declaration or Bylaws unless and until the following procedures are followed.
(a) Demand for Abatement. Written demand to cease and desist from the alleged violation shall be personally served upon or mailed to the alleged violator specifying:
(i) the alleged violation;
(ii) the action required to abate the violation; and
(iii) a time period, not less than five (5) days, during which the violation may be abated without further sanction, if the violation is a continuing one. If the violation is not a continuing one, a statement that any additional similar violation could result in the imposition of a sanction after notice and hearing.
(b) Notice. If the violation continues past the time period allowed in the demand for abatement or if the same violation subsequently occurs, and the Board elects to pursue enforcement, the Board or its agent shall mail or serve the alleged violator with written notice of a hearing to be held by the Board. The notice shall contain:
(i) the alleged violation;
(ii) the date, time and place of a hearing to be conducted by the Board, which date shall not be less than ten (10) days from the giving of the notice;
(iii) an invitation to attend the hearing and produce any statement, evidence, and witness on behalf of the alleged violator; and
(iv) the sanction to be imposed if the alleged violator is found to have committed the violation.
(c) Hearing. The hearing held pursuant to the notice shall afford the Owner/alleged violator a reasonable opportunity to be heard by the Board. Prior to the effectiveness of any sanction hereunder, proof of notice and the invitation to be heard shall be placed in the minutes of the hearing. Such proof shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the Officer, Director, or agent who delivered the notice. The notice requirement shall be deemed satisfied if the alleged violator appears at the hearing.

Failure by the Owner to attend the hearing after due notice shall be considered a default and thereupon shall be subject to the impositions of the sanctions described in the notice.

13.2 Minutes. The minutes of the hearing shall contain a written statement of the results of the hearing and the sanction, if any, imposed. The decision of the Board shall be final.

13.3 Nonpayment of Assessments. These procedures shall not be necessary in order to impose any sanction or penalty for nonpayment of Assessments.

13.4 A repeat violation is a violation committed by an Owner which is the same as the original violation committed by that Owner. A repeat violation is considered to be a continuing violation if committed within twelve months of the original violation, and thus an Owner committing a repeat violation is not entitled to the hearing procedures detailed above. The Association shall provide notice of the repeat violation to the Owner. If the repeat violation is not corrected in compliance within the timeframe specified in the Notice, then the Board may issue a fine in accordance with the fine schedule.

14. MISCELLANEOUS.

14.1 The provision of these policies shall be in addition to and in supplement of the terms and provisions of the Declaration and the laws of the state of Colorado.
14.2 The Board may deviate from the procedures set forth in these policies if in its sole discretion such deviation is reasonable under the circumstances.
14.3 These policies may be amended from time to time by the Board.
14.4 The Board may delegate its responsibilities under these policies to a property manager at its sole discretion.

Deed of Conservation in Gross

DEED of
CONSERVATION EASEMENT in GROSS

THIS DEED OF CONSERVATION EASEMENT IN GROSS (the “Easement”) is entered into by and between LONE PINE REAL ESTATE, LLC, a Delaware limited liability company (hereinafter referred to as the “Grantor”), and Gilpin County (hereinafter referred to as the “Grantee”).

BACKGROUND:

  1. Grantor is the sole owner in fee simple of certain real property in Gilpin County, Colorado, more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “Project”). Pursuant to a subdivision exemption approved by Grantee, Grantor has divided a portion of the Project into individual single family residential lots (the “Divided Lots”), each of which identifies a Building Envelope (as defined on the approved subdivision exemption plat for the Project). Grantee acknowledges that Grantor intends to divide remaining undivided portion of the Project into no more than ten additional lots (together with the Divided Lots, referred to as the “Lots’’), each identifying Building Envelopes (“Undivided Parcel”). The portion of the Project included in the Lots but outside of the Building Envelopes shall be referred to herein as the “Property.” The remainder of the Project shall be referred to as “Declarant’s Other Property.”
  2. The Property remains in a substantially undisturbed, natural state and has significant wildlife, open space, forest, and aesthetic values. Such values and at tributes, subject to the uses retained by Grantor and permitted herein, are collectively referred to as the “Conservation Values.” The Property is visible from certain trails, roads and scenic view corridors in Gilpin County and is surrounded in great part by the United States Forest Service land designated as the Roosevelt National Forest. The Property’s Conservation Values are of great importance to Grantor, Grantee, the People of the State of Colorado and the general public, and are worthy of preservation.
  3. Grantor, as owner of the Property, desires to identify and to assure the preservation in perpetuity of the Property’s Conservation Values by limiting the development potential of the Property and restricting certain aspects of its use.
  4. The State of Colorado has publicly recognized the importance of private efforts to preserve land in a natural, scenic or open condition, and of the protection, preservation and enhancement of wildlife habitats by the enactment of C.R.S. § 38-30.5-101 et seq. and C.R.S. 33-1-101 et seq. The County of Gilpin encourages large lot development with maximum open space through its Rural Development Exemption process as per Section 13, Gilpin County Zoning Resolution. The parties recognize that the Property is located in Colorado’s rural and forested areas, is near major recreation and resort facilities, and is expected to be the subject of future development, and as a result, the State of Colorado and Gilpin County have recognized the special importance of preserving open space in this area.
  5. The specific Conservation Values of the Property are documented and on file at the offices of Grantee and incorporated by this reference, which consist of plat mapping, USGS mappings, NWI mapping, and 2004 aerial photographs, and other documentation that the parties agree provides, collectively, an accurate representation of the Property at the time of this grant, and which is intended to serve as an objective information baseline for monitoring compliance with the terms of this Easement.
  6. The Grantor intends that the Conservation Values of the Property be preserved and maintained forever as provided by this Easement. Grantee acknowledges and agrees that the uses reserved to Grantor do not significantly impair or interfere with the Conservation Values of the Property.
  7. Grantee is a political subdivision of the State of Colorado and is a “qualified organization” within the meaning of § 170(h) of the Code.
  8. Grantee has the resources to carry out its responsibilities hereunder, intends, by acceptance of the grant made hereby, forever to honor the intentions of Grantor stated herein to preserve and protect in perpetuity the Conservation Values of the Property, and further intends to enforce the terms of this Easement.
  9. The Board of County Commissioners of Grantee has duly adopted a resolution approving the execution, and acceptance of Grantor’s donation of this Easement.

CONVEYANCE

NOW THEREFORE, in consideration of the mutual covenants contained herein, and pursuant to C.R.S. § 38-30.5-101, et seq., Grantor does hereby convey to Grantee a Conservation Easement In Gross consisting of the rights hereinafter incorporated, over and across the Property.

  1. Purpose. It is the purpose of this Easement to preserve and protect in perpetuity the natural wildlife habitat, open space, scenic and aesthetic features and values of the Property, subject to the uses of the Property permitted hereunder, and to prevent any use of the Property that will significantly impair or interfere with the Conservation Value of the Property.
  2. Affirmative Rights Conveyed. The affirmative rights conveyed by this Easement to Grantee are the following:
    1. To protect in perpetuity the natural wildlife, open space, scenic and aesthetic features and values of the Property.
    2. To enter upon the Property, upon prior notice to Grantor, its successors and assigns, to conduct scheduled inspections of the Property. In addition, in the event there is reasonable cause to suspect that the terms of this Easement are being or have been violated, Grantee may enter upon the Property to enforce the rights herein granted, also upon prior notice to Grantor, its successors and assigns. The manner of such entry and inspection shall be such that it will not unreasonably interfere with the proper uses being made of the Property at the time of such entry. Grantor shall have the right to accompany Grantee’s representative during such inspections and entries.
    3. The right to prevent any activity on or use of the Property that is inconsistent with the purposes of this Easement, or which may be reasonably expected to have a material adverse impact on the Conservation Values of the Property, and to require the restoration of such areas or features of the Property that are materially damaged by any inconsistent activity or use, as provided in paragraph 6 herein.
  3. Rights Retained by Grantor. Except as expressly provided herein, Grantor retains all water rights owned by Grantor, and all other customary rights of ownership, including without limitation, exclusive access to and use of the Property for all purposes not inconsistent with nor prohibited by this Easement or prohibited by law. Grantor retains the right to control access to the Property by all persons, except Grantee shall have the right of ingress and egress as outlined in paragraph 2(b) above, for the purpose of inspecting the Property to ensure compliance with the terms of this Easement. Grantor further retains the right to subdivide the Undivided Parcel into no more than ten Lots, each with an identified Building Envelope not to exceed two acres. All interests not transferred and conveyed by this Easement, and uses of the Property which are not prohibited by this Easement or prohibited by law shall also be retained by Grantor and shall remain with Grantor, its successors and assigns.
  4. Permitted Uses and Practices. Grantor intends that this Easement shall confine the future use of the Property to the preservation of the wildlife habitat, wetlands and open space, and the other uses which are described herein. Grantor and Grantee acknowledge that the current uses of the Property are permitted uses hereunder. The following uses and practices, though not an exhaustive recital of consistent uses and practices, are permitted under this Easement, and these practices are not to be precluded, prevented or limited by this Easement. Grantor retains the rights:
    1. To take all reasonable actions designed to preserve and maintain existing wildlife habitat;
    2. To conduct non-motorized recreational activities which are not inconsistent with the overall purpose of this easement, including without limitation, horseback riding, cross-country skiing, hiking and camping.
    3. To maintain, repair and replace existing structures, fences and other improvements on the Property;
    4. To construct and maintain recreational trails, picnic areas, and decks for the recreational use of the owners of Declarant’s Other Property;
    5. To conduct such limited forestry activities on the Property as are consistent with the overall purposes of this Easement, including without limitation tree planting, tree thinning, pest control and vegetation control for protection against fire or disease or for road maintenance;
    6. To develop and maintain such water resources and facilities on the Property as are necessary or convenient for the uses conducted thereon or adjacent thereto, pursuant to the terms hereof; provided that the development and use of such water resources shall be compatible with the purposes of this Easement;
    7. To control soil erosion, conserve soil and existing vegetation, and control parasitic plants on the Property in a manner consistent with good conservation practices;
    8. To construct on the Property, wells and individual septic disposal systems and appurtenant facilities, including transmission lines connecting such facilities to dwelling units upon Declarant’s Other Property;
    9. To install and maintain utilities; construct, widen and maintain roadways on the Property to provide access to Declarant’s Other Property;
    10. To construct yurts, covered decks and/or one-story cabin like shelters with the following limitations:
      • Maximum floor area shall not exceed 706 square feet. (i.e. 30′ diameter yurt)
      • Maximum site disturbance shall not exceed 1500 square feet. (i.e. 45′ diameter building site)
      • Structure height shall not exceed 15 feet above existing grade as measured vertically from the lowest point of ground disturbance to highest point of structural protrusion (i.e. 30′ diameter yurt with 13′ center height on 2′ high platform)
      • No part of the structure, attached or detached, or ground disturbance associated with the structure shall be visible to the naked eye from any off-site vantage point in Gilpin County located at an elevation equal to or less than that of the structure itself. Compliance shall be based on staff findings at the time of permitting and shall be final.
      • No utility or utility lines shall serve the structure including, but not limited to electric, water, sanitation, gas and telephone.
      • The structure shall not meet the definition of “dwelling unit” as defined in the 1997 Uniform Building Code and/or the Gilpin County Zoning Resolution.
    11. To install and maintain community service facilities, including without limitation, common trash receptacles, mailboxes, entryway structure and fire district equipment garage in approximately the locations and design depicted on the approved plan entitled Roosevelt Ridge Entry dated 9/21/05;
    12. To divide the Undivided Parcel into no more than ten Lots;

      and

    13. To use motorized vehicles in connection with the foregoing uses;
    14. To take such other actions as may be reasonably necessary to exercise the rights and uses retained or permitted herein, provided that such actions shall be performed in a manner which minimizes the adverse effect on the natural features of the Property.
  5. Prohibited Uses and Practices. The following uses and practices are inconsistent with the purposes of this Easement and shall be prohibited upon or within the Property without the prior written approval of Grantee:
    1. The change, disturbance, alteration, or impairment of the natural wildlife, open space, scenic and aesthetic features and values within and upon the Property, except as otherwise provided herein;
    2. The construction of any residential dwelling units on the Property;
    3. The establishment of any commercial or industrial uses or construction of commercial or industrial structures on the Property;
    4. The subdivision or division of the Property, except as expressly permitted under Section 4(k) above; provided that nothing herein shall prevent the sale, exchange, devise, or gift of all or any portion of the Property, if such transfer is effected with an express provision reflecting that the Property is subject to the terms and conditions of this Easement and without modification or expansion of the terms of this Easement;
    5. The use of motorized vehicles which would result in the degradation of the land or the wildlife habitat within the Property, except that motorized vehicles may be used throughout the year for the retained rights, specifically including use on the permitted roads, for the other uses described in paragraphs 3 and 4 hereof;
    6. The establishment or maintenance of any commercial wildlife park;
    7. The commercial harvesting of timber;
    8. The storage, dumping or any other deposit of abandoned vehicles, trash, ashes, toxic and/or hazardous materials (except for above ground storage and use of fuels and legal chemicals necessary to carry out the permitted uses and retained rights on the Property), garbage or other unsightly material on the Property;
    9. The surface, subsurface or strip mining of loam, peat, coal, geothermal soil, sand, gravel, rock, oil and gas fuel, or other mineral resources, except that limited quantities of soil, sand and gravel may be extracted solely for use on the Property or on Grantor’s Other Property;
    10. Conducting activities materially detrimental to water purity;
    11. The grazing of cattle on the Property;
    12. The planting of any non-native plant species on the Property. Non-native plant species shall be defined as, “a plant species which is not indigenous to the state of Colorado, nor to the native plant community in which it is found”. (Title 35, CRS: Colorado Weed Management Act). Commercially available varieties of native species shall be permitted.
  6. Enforcement of Rights of Grantee.
    1. In the event of a violation of any term, condition, covenant or restriction contained in this Easement which remains uncured after thirty days’ prior written notice of the violation to Grantor or to any other alleged violator (except for an irreparable on-going or imminent violation, for which the thirty day written notice is not required), Grantee may institute a suit to enjoin by temporary or permanent injunction such violation, or to claim damages for breach of any said term, condition, covenant or restriction, or may take such other action as it deems necessary to ensure compliance with the terms, conditions, covenants, restrictions and purposes of this Easement; however, any failure to so act by the Grantee shall not be deemed to be a waiver or a forfeiture of the right to enforce any term, condition, covenant, restriction or purpose of this Easement in the future. Notwithstanding the foregoing, Grantor shall have the right to object to the allegation of a violation or to explain why the alleged violation should be permitted, and the parties shall attempt, in good faith, promptly to resolve any differences. Further, if the violation requires more than thirty days to cure, if Grantor starts to effect the cure and proceeds in good faith to complete the cure, it may complete the cure beyond said thirty day deadline.
    2. In any case in which a violation has been determined to have occurred, the party found to be in violation shall reimburse Grantee for Grantee’s costs, including reasonable attorneys’ fees, involved in stopping or correcting the violation. If Grantor prevails in any action to enforce the terms of this Easement or in any action brought by Grantor against Grantee relating to or arising out of this Easement, or if it is otherwise judicially determined that Grantor has not violated the terms of this Easement, Grantor’s reasonable costs incurred as a result of said actions, including, without limitation, any reasonable court costs and attorneys’ fees of Grantor, shall be borne by Grantee.
    3. Grantor further intends that should any prohibited activity be undertaken on the Property which has a material adverse effect on the purposes of this Easement, Grantee shall have the right to cause the restoration of that portion of the Property affected by such activity to the condition that existed prior to the undertaking of such prohibited activity. In such case, the cost of such restoration shall be borne by Grantor, its successors or assigns. Nothing contained herein should be construed to preclude Grantor from exhausting legal remedies in determining whether the activity to which Grantee has objected has such a material adverse effect.
  7. Costs, Liability and Taxes. Grantor agrees to bear all costs of operation, upkeep, and maintenance of the Property and does hereby indemnify Grantee therefrom. Grantor agrees to remain responsible for, and to indemnify and hold Grantee harmless against, all liability with respect to the Property normally imposed on the owner of real property (except liability specifically attributable to the actions of the Grantee), and shall maintain adequate liability insurance covering such liability risks. In addition, Grantor agrees to pay any and all real property taxes and assessments levied by competent authority on the Property or on this Easement. Grantee shall keep the Property free and clear of any liens arising out of any work performed for, materials furnished to, or obligations incurred by Grantee undertaken with respect to this Easement.
  8. Subordination. Mortgages or deeds of trust which encumbers all or a portion of the Property shall be subordinate to the terms of this Easement and the foreclosure of any such mortgage or deed of trust shall not adversely affect the existence or continuing validity of this Easement.
  9. Access. Nothing in this Easement shall be construed as affording the public access to any portion of the Property. Nothing in this Easement shall be construed to preclude Grantor’s right to grant limited public access to third parties across its land, provided that such access is allowed in a reasonable manner that does not result in actions inconsistent with the purposes of this Easement.
  10. Assignment of Grantee’s Interests.
    1. Grantor shall have the right to assign its rights and responsibilities under this Easement to a property owners association (the “Association”) organized for the Property pursuant to the Colorado Common Interest Ownership Act; provided, however, that such Association shall agree in writing to assume the duties, responsibilities and obligations of Grantor. From and after the date of such assignment, Grantor shall be relived of its duties, responsibilities and obligations under this Easement and Grantee shall look solely to the Association for the performance of such duties, responsibilities and obligations thereafter.
    2. Grantee shall have the right to transfer or assign any and all rights and responsibilities accruing to it by this Easement, provided that the assignee is an entity acceptable to Grantor, and that, at the time of such transfer or assignment the transferee is a “qualified organization” within the meaning of § 170(h) of the Code, and further provided that such transfer or assignment shall be conditioned on the transferee or assignee complying with or enforcing the conservation purposes which this Easement intends to accomplish. If Grantee dissolves, becomes insolvent, ceases to exist as a “qualified organization,” or for any other reason becomes unable to enforce effectively the conservation purposes of this Easement then Grantee shall be required to assign its interest in this Easement to a “qualified organization,” and if Grantee is unable to so transfer this Easement, this Easement shall be transferred to such “qualified organization” as a court of competent jurisdiction applying the doctrine of cy pres or analogous principles shall determine.
    3. The Grantor wishes to express again its intent that this Easement be maintained in perpetuity for the purposes expressed herein. However, if due to unforeseeable circumstances a final binding non-appealable judicial determination is made that continuation of this Easement is impossible, or if such determination renders the continuation of this Easement impossible (e.g. pursuant to a condemnation proceeding), and if a judicial determination is made that this Easement cannot be reformed so as to accomplish substantial compliance with the purposes of this Easement, then Grantor and Grantee, with the approval of the Court, may agree to transfer their respective interests in the Property, provided that parties shall be entitled to such proceeds from the transfer as provided for in Treasury regulation section 1.170A-14(g)(6)(ii), as amended, to the extent that regulation applies to this transaction.
  11. Waiver of Certain Defenses. Grantor and Grantee hereby waive any defense of laches, estoppel, or prescription unless notification of the action or use has been given by either party to the other as provided herein.
  12. Acts Beyond Grantor’s Control. Nothing contained in this Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury to or change in the Conservation Values of the Property resulting from causes beyond Grantor’s control, including, without limitation, fire, flood, storm, and earth movement, global warming, acts of God or acts of others not under the direction or control of Grantor, or from any prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to the Property resulting from such causes. Notwithstanding the foregoing, nothing herein shall preclude Grantor’s and Grantee’s rights to pursue any third party for damages to the Property from vandalism, trespass, or any other violation of the terms of this Easement.
  13. Condemnation. If this Easement is taken or conveyed, in whole or in part, by threat or exercise of the power of eminent domain, Grantor and Grantee shall be entitled to compensation for the value of their respective interests after subtracting the expenses of condemnation in accordance with Section 170(h) of the Code and paragraph 10(c) above.
  14. Grant in Perpetuity. This Easement shall be a burden upon and shall run with the Property in perpetuity and shall bind Grantor, its successors and assigns forever.
  15. Notices. Any notice, demand, request, consent, approval, or communication that Grantor or Grantee desires or is required to give to the other shall be in writing and Grantor or Grantee shall either serve personally, send by confirmed facsimile (followed by a mailed copy as described herein), or send by certified, registered or express mail (including Federal Express or UPS), postage prepaid, signature required, return receipt requested, to the other, addressed as identified below or to such other address as either party from time to time shall designate by written notice to the other:

    To Grantor:

    Lone Pine Real Estate, LLC
    1630A 30th Street, #442
    Boulder, CO 80301

    To Grantee:

    County of Gilpin
    PO Box 366
    203 Eureka Street
    Central City, CO 80427

    Notice shall be effective upon three days of the delivery into the United States mail as provided above, delivered by hand, or upon receipt of the facsimile confirmation. At the same time that notice is given, the notifying party shall also send a courtesy copy of the notice, in the manner described in this paragraph, to such persons as the notified party shall have previously provided from time to time to the notifying party in writing in a manner consistent with this paragraph.

  16. Miscellaneous.
    1. The terms “Grantor” and “Grantee,” where ever used herein, any pronouns used in place thereof, shall mean and include the above-named Grantor and Grantee, their successors and assigns.
    2. If the provisions of this Easement or the application thereof to any person or circumstance is found to be invalid, the remainder of the provisions of this Easement, and the application of such provisions to persons or circumstances other than those as to which is found to be invalid, shall not be affected thereby. If the specific permitted use is provided for in this Easement are in any way ambiguous, it is the intent of both Grantor and Grantee that such provision be interpreted and such uses be exercised in a manner that is consistent with the overall purposes of this Easement and which qualifies this Easement as a “qualified conservation contribution” under § 170(h) of the Code.
    3. The Grantor agrees that reference to this Easement will be made in any subsequent deed, or other legal instrument, by means of which it conveys any interest in the Property (including a leasehold interest).
    4. The interpretation and performance of this Easement shall be governed by the laws of the State of Colorado.
    5. Any general rule of construction to the contrary notwithstanding, this Easement shall be construed in favor of the grant to effect the purpose of this Easement and the policy and purpose of C.R.S. § 38-30.5-101 et seq. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purpose of this Easement that would render the provision valid shall be favored over any interpretation that would render it invalid.
    6. This instrument sets forth the entire agreement of the parties with respect to this Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to this Easement, all of which are merged herein.
    7. Nothing contained herein will result in a forfeiture or reversion of Grantor’s title in any respect.
    8. In the event the Property is subsequently owned by more than one owner, all such owners shall be liable for the obligations imposed by this Easement upon Grantor only with respect to that portion of the Property which they own.
    9. Except as otherwise expressly provided herein, a party’s rights and obligations under this Easement terminate upon transfer of the party’s interest in this Easement or Property, except that a party’s liability for acts or omissions occurring prior to said transfer shall survive transfer.
    10. The captions in this Easement have been inserted solely for convenience of reference and are not a part of this Easement and shall have no effect upon construction or interpretation.
    11. Grantor and Grantee shall record this Easement in the office of the Clerk and Record of Grand County, Colorado after all required signatures have been affixed hereto, and the provisions of this Easement shall take effect on the day and year of such recording.

TO HAVE AND TO HOLD unto Grantee, its successors and assigns forever.

IN WITNESS WHEREOF, Grantor and Grantee have executed this Deed of Conservation Easement in Gross as of the 6th day of December, 2005.

GRANTOR:
LONE PINE REAL ESTATE, LLC

The above and foregoing Deed of Conservation Easement in Gross was acknowledged before me on this 30th day of Nov., 2005, by Scott Schorer, manager of Lone Pine Real Estate, LLC.

GRANTEE:
GILPIN COUNTY

The above and foregoing Deed of Conservation Easement in Gross was acknowledged before me on this 6th day of December, 2005. . . .

EXHIBIT A
Legal Description

PARCEL OF LAND SITUATED IN SECTION 18, TOWNSHIP 2 SOUTH, RANGE 72 WEST OF THE 6TH P.M., IN THE COUNTY OF GILPIN IN THE STATE OF COLORADO. TO WIT:

GOVERNMENT LOTS 4, 7, 9, 10, 11, 12;
THE EAST HALF NORTHWEST QUARTER (E½ NW ¼);
THE SOUTHEAST QUARTER SOUTHWEST QUARTER (SE¼ SW¼);
THE NORTHWEST QUARTER SOUTHEAST QUARTER (NW¼ SE¼);
THE SOUTH HALF SOUTHEAST QUARTER (S½ SE¼); AND

THE NORTHEAST QUARTER (NE¼) EXCEPT THAT PORTION CONVEYED TO COUNTY BY DEED RECORDED APRIL 18, 1994, IN BOOK 287 AT PAGE 405 AND 513 AT PAGE 240; AND GOVERNMENT LOT 8, SECTION 18, TOWNSHIP 2 SOUTH, RANGE 72 WEST OF THE 6TH P.M., COUNTY OF GILPIN, STATE OF COLORADO.

ALL IN SECTION 18, TOWNSHIP 2 SOUTH, RANGE 72 WEST OF THE 6TH P.M., COUNTY OF GILPIN, STATE OF COLORADO, TOGETHER WITH AND INCLUDING A PORTION OF THE ABOVE DESCRIBED LAND WHICH IS KNOWN AND DESCRIBED AS LOTS 1–17 AND PARCELS A AND B, ROOSEVELT RIDGE EXEMPTION PLAT, IN SECTION 18, TOWNSHIP 2 SOUTH, RANGE 72 WEST OF THE 6TH P.M., RECORDED AUGUST 30, 2005, RECEPTION NO. 127234, COUNTY OF GILPIN, STATE OF COLORADO.

EXCEPTING THEREFROM THE LUMP GULCH PLACER, U.S. SURVEY NO. 12825. THE CALIFORNIA LODE #2 U.S. SURVEY NO. 16390, THE CALIFORNIA LODE U.S. SURVEY NO. 783 AND THE IRON CROSS LODE, U.S. SURVEY NO. 5977.

Bylaws of Roosevelt Ridge Homeowners Association

BYLAWS of
ROOSEVELT RIDGE
HOMEOWNERS ASSOCIATION

I. GENERAL.

1.1 Purpose of Bylaws. These bylaws (the “Bylaws”) are adopted for the regulation and management of the affairs of Roosevelt Ridge Homeowners Association, a Colorado non-profit corporation (the “Association”) organized to be the Association to which reference is made in the Declaration of Covenants, Conditions and Restrictions for Roosevelt Ridge (“Declaration”), to perform the functions as provided in the Declaration and to further the interests of Owners of Lots within the Project Area.

1.2 Terms Defined in Declarations. Capitalized terms in these Bylaws shall have the same meaning as any similarly capitalized terms in the Declaration.

1.3 Controlling Laws and Instruments. These Bylaws are controlled by and shall always be consistent with the provisions of the Colorado Revised Nonprofit Corporation Act, the Declaration and the Articles of Incorporation of the Association filed with the Secretary of State of Colorado, as any of the foregoing may be amended from time to time.

II. OFFICES.

2.1 Principal Office. The principal office of the corporation shall be at 1630A 30th Street #442, Boulder, CO 80301. The Executive Board, in its discretion, may change, from time to time, the location of the principal office.

2.2 Registered Office and Agent. The Colorado Revised Nonprofit Corporation Act requires that the Association have and continuously maintain in the State of Colorado a registered office and a registered agent whose business office is identical with such registered office. The registered office need not be the same as the principal office of the Association. The initial registered office and the initial registered agent are specified in the Articles of Incorporation of the Association but may be changed by the Association at any time, without amendment to the Articles of Incorporation, by filing a statement as specified by law in the Office of the Secretary of State of Colorado.

III. MEMBERS.

3.1 Members. A “Member,” as provided in the Declaration, is the Person, or if more than one, all Persons collectively, who constitute the Owner of a Lot within the Project Area.

3.2 Memberships Appurtenant to Sites. Each Membership shall be appurtenant to the fee simple title to a Lot. The Person or Persons who constitute the Owner of fee simple title to a Lot shall automatically be the holder of the Membership appurtenant to that Lot and the Membership shall automatically pass with fee simple title to the Lot.

3.3 Members’ Voting Rights. All Members shall be entitled to one vote for each Lot which he or it owns within the Project Area.

3.4 Voting by Joint Owners. If there is more than one Person who constitutes the Owner of a Lot, each such Person shall be entitled to attend any meeting of Members of the Association but the voting power attributable to the Lot shall not be increased. In all cases in which more than one Person constitutes the Owner of a Lot, including instances in which a Lot is owned by a husband and wife, then, unless written notice to the contrary, signed by any one of such Persons, is given to the Executive Board of the Association prior to the meeting, any one such Person shall be entitled to cast, in person or by proxy, the vote attributable to the Lot. If, however, more than one Person constituting such Owner attends a meeting in person or by proxy, and seeks to cast the vote attributable to the Lot, then the act of those Persons owning a majority in interest in such a Lot shall be entitled to cast the vote attributable to such Lot.

3.5 Resolution of Voting Disputes. In the event of any dispute as to the entitlement of any Member to vote or as to the results of any vote of Members at a meeting, the Executive Board of the Association shall act as arbitrators and the decision of a disinterested majority of the Executive Board shall, when rendered in writing, be final and binding as an arbitration award and may be acted upon in accordance with the Colorado Uniform Arbitration Act of 1975, as the same may be amended; provided, however, that the Executive Board shall have no authority or jurisdiction to determine matters relating to the entitlement of Declarant to vote or relating to the manner of exercise by Declarant of its voting rights.

3.6 Suspension of Voting Rights. The Executive Board may suspend, after Notice and Hearing, the voting rights of a Member during and for up to 60 days following any breach by such Member or a Related User of such Member of any provision of the Declaration or of any Rule or Regulation adopted by the Association unless such breach is a continuing breach, in which case such suspension shall continue for so long as such breach continues and for up to 60 days thereafter.

3.7 Transfer of Memberships on Association Books. Transfers of Memberships shall be made on the books of the Association only upon presentation of evidence, satisfactory to the Association, of the transfer of ownership of the Lot to which the Membership is appurtenant, and payment of any fee assessed by the Association in accordance with the Rules and Regulations to cover costs incurred by the Association to record such transfer. Prior to presentation of such evidence and payment of such fee, the Association may treat the previous owner of the Membership as the owner of the Membership entitled to all rights in connection therewith, including the rights to vote and to receive notice.

3.8 Assignment of Voting Rights to Tenants and Mortgagees. A Member may assign his right to vote to a tenant occupying his Lot or to a mortgagee of his Lot for the term of the lease or the mortgage and any sale, transfer or conveyance of the Lot shall, unless otherwise provided in the document of sale, transfer or conveyance, be subject to any such assignment of voting rights to any tenant or mortgagee. Any such assignment of voting rights and any revocation or termination of any assignment of voting rights shall be in writing and shall be filed with the Secretary of the Association.

IV. MEETING of MEMBERS.

4.1 Place of Members’ Meetings. Meetings of Members shall be held at the principal office of the Association or at such other place, within or convenient to the Project Area, as may be fixed by the Executive Board and specified in the notice of the meeting.

4.2 Annual Meetings of Members. Annual meetings of the Members shall be held in April of every year beginning in April of the first year after the date on which at least one member of the Board is to be elected by the Members as provided in the Declaration, on such day in April and at such time of day as is fixed by the Executive Board of the Association and specified in the notice of meeting. Annual meetings shall not be required to be held prior to such date. The annual meeting shall be held to elect any Directors of the Association that are to be elected by the Members in accordance with the Declaration, and to transact such other business as may properly come before the meeting.

4.3 Special Meetings of Members. Special meetings of the Members may be called by the President or the Executive Board of the Association or by Members holding not less than one-third (1/3rd) of the total votes of all Members, excluding votes of Declarant, or by Declarant if it holds at least 5% of the total votes of all Members. No business shall be transacted at a special meeting of Members except as indicated in the notice thereof.

4.4 Record Date. For the purpose of determining Members entitled to notice of, or to vote at, any meeting of Members or in order to make a determination of such Members for any other proper purpose, the Executive Board of the Association may fix, in advance, a date as the record date for any such determination of Members. The record date shall be not more than 50 days prior to the meeting of Members or the event requiring a determination of Members.

4.5 Notice of Members’ Meetings. Written notice stating the place, day and hour of any meeting shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary of the Association or the officers or persons calling the meeting, to each member entitled to vote at such meeting. The notice of an annual meeting shall include the names of any known candidate for Director and shall identify any other matter which it is known may come before the meeting. The notice of a special meeting shall state the purpose or purposes for which the meeting is called. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the records of the Association, with postage thereon prepaid. Such notice may be posted in a conspicuous place in the Project Area, such as on a notice board outside the principal office of the Association, and such notice shall be deemed to be delivered to any Member upon such posting if such Member has not furnished an address for mailing of notice to the Association.

4.6 Proxies. A Member entitled to vote may vote in person or by proxy executed in writing by the Member or his duly authorized attorney-in-fact and filed with the Secretary of the meeting prior to the time the proxy is exercised. Any proxy may be revoked, prior to the time the proxy is exercised, by a Member in person at a meeting or by revocation in writing filed with the Secretary. A proxy shall automatically cease upon the conveyance by a Member of the Lot of the Member and the transfer of the Membership on the books of the Association. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy and no proxy shall be valid in any event for more than three years after its date of execution. Any form of proxy furnished or solicited by the Association and any form of written ballot furnished by the Association shall afford an opportunity thereon for Members to specify a choice between approval and disapproval of each matter or group of related matters which is known at the time the form of proxy or written ballot is prepared, may come before the meeting and shall provide, subject to reasonably specified conditions, that if a Member specifies a choice with respect to any such matter, the vote shall be cast in accordance therewith.

4.7 Quorum at Members’ Meetings. Except as may be otherwise provided in the Declaration, the Articles of Incorporation or these Bylaws, and except as hereinafter provided with respect to the calling of another meeting, the presence, in person or by proxy, of Members entitled to cast at least 40% of the votes of all Members shall constitute a quorum at any meeting of such Members. Members present in person or by proxy at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of Members so as to leave less than a quorum. If the required quorum is not present in person or by proxy at any such meeting of Members, another meeting may be called, subject to the notice requirements hereinabove specified, and the presence, in person or by proxy, of Members entitled to cast at least 25% of the votes of all Members, shall, except as may be otherwise provided in the Declaration, the Articles of Incorporation or these Bylaws, constitute a quorum at such meeting.

4.8 Adjournment of Members’ Meetings. Members present in person or by proxy at any meeting may adjourn the meeting from time to time, whether or not a quorum shall be present in person or by proxy, without notice other than announcement at the meeting, for a total period or periods of not to exceed 30 days after the date set for the original meeting. At any adjourned meeting which is held without notice other than announcement at the meeting, the quorum requirement shall not be reduced or changed, but if the originally required quorum is present in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally called.

4.9 Vote Required at Members’ Meetings. At any meeting if a quorum is present, a majority of the votes present in person or by proxy and entitled to be cast on a matter shall be necessary for the adoption of the matter, unless a greater proportion is required by law, the Declaration, the Articles of Incorporation or these Bylaws, except that in the case of elections in which there are more than two candidates the persons receiving the highest number of votes cast shall be elected.

4.10 Cumulative Voting Not Permitted. Cumulative voting by Members in the election of Directors shall not be permitted.

4.11 Order of Business. The order of business at any meeting of Members shall be as follows: (a) roll call to determine the voting power represented at the meeting; (b) proof of notice of meeting or waiver of notice; (c) reading of minutes of preceding meeting; (d) election of Directors (at annual meetings or special meetings held for such purpose) and (e) any other business of Association.

4.12 Expenses of Meetings. The Association shall bear the expenses of all meetings of Members and of special meetings of Members.

4.13 Waiver of Notice. A waiver of notice of any meeting of Members, signed by a Member, whether before or after the meeting, shall be equivalent to the giving of notice of the meeting to such Member. Attendance of a Member at a meeting, either in person or by proxy, shall constitute waiver of notice of such meeting except when the Member attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

4.14 Action of Members Without a Meeting. Any action required to be taken or which may be taken at a meeting of Members may be taken without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof. In addition, any action required to be taken or which may be taken at a meeting of Members may be taken without a meeting if and to the extent permitted by the Colorado Revised Nonprofit Corporation Act.

V. EXECUTIVE BOARD.

5.1 General Powers and Duties of Executive Board. The Executive Board shall have the duty to manage and supervise the affairs of the Association and shall have all powers necessary or desirable to permit it to do so. Without limiting the generality of the foregoing, the Executive Board shall have the power to exercise or cause to be exercised for the Association, all of the powers, rights and authority of the Association not reserved to Members in the Declaration, the Articles of Incorporation, these Bylaws or the Colorado Non-Profit Corporation Act.

5.2 Special Powers and Duties of Executive Board. Without limiting the foregoing statement of general powers and duties of the Executive Board or the powers and duties of the Executive Board as set forth in the Declaration, the Executive Board of the Association shall be vested with and responsible for the following specific powers and duties:

(a) Assessments. The duty to fix and levy from time to time Common Assessments, Special Assessments, Supplemental Common Assessments, Transfer Assessments, Reimbursement Assessments and assessments to fund the Reserve Fund upon the Members of the Association as provided in the Declaration; to determine and fix the due date for the payment of such Assessments and the date upon which the same shall become delinquent; and to enforce the payment of such delinquent assessments as provided in the Declaration.

(b) Insurance. The duty to contract and pay premiums for fire and casualty and liability and other insurance in accordance with the provisions of the Declaration.

(c) Common Area. The duty to manage and care for the Common Area, and to employ personnel necessary for the care and operation of the Common Area, and to contract and pay for necessary Improvements on property acquired by the Association.

(d) Agents and Employees. The power to select, appoint, and remove all officers, agents, and employees of the Association and to prescribe such powers and duties for them as may be consistent with law, with the Articles of Incorporation, the Declaration and these Bylaws; and to fix their compensation and to require from them security for faithful service as deemed advisable by the Executive Board.

(e) Borrowing. The power, with the approval of the Members representing at least 67% of the voting power of the Association, to borrow money and to incur indebtedness for the purpose of the Association, and to cause to be executed and delivered therefor, in the Association’s name, promissory notes, bonds, debentures, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.

(f) Enforcement. The power to enforce the provisions of the Declaration, the Rules and Regulations of the Association, these Bylaws or other agreements of the Association.

(g) Delegation of Powers. The power to delegate its powers according to law.

(h) Rules and Regulations. The power to adopt such rules and regulations with respect to the interpretation and implementation of the Declaration, use of Common Area, and use of any property within the Project Area, including Lots; provided, however, that such Rules and Regulations shall be enforceable only to the extent that they are consistent with the Declaration, the Articles and these Bylaws.

5.3 Qualifications of Directors. Except for any Directors appointed by Declarant during the Declarant Control Period, a Director must be an Owner of a Lot within the Project Area or, if the Owner of any such Lot is a partnership, corporation, limited liability company or other entity, must be a designated representative of such partnership, corporation, limited liability company or other entity. If a Director conveys or transfers title to his Lot, or if a Director who is a designated representative of a partnership, corporation, limited liability company or other entity ceases to be such designated representative, or if the partnership, corporation, limited liability company or other entity of which a Director is a designated representative transfers title to its Lot, such Director’s term as Director shall immediately terminate and a new Director shall be selected as promptly as possible to take such Director’s place. A Director may be re-elected and there shall be no limit on the number of terms a Director may serve.

5.4 Number of Directors. The number of Directors of the Association shall be not less than three (3) and not more than five (5). Subject to such limitations, the number of Directors shall be three (3) until changed by resolution of the Executive Board.

5.5 Term of Office of Directors. The initial Directors named in the Articles of Incorporation shall hold office until their successors are appointed by the Declarant or elected by the Members, as provided in the Declaration. Each Director elected by the Members shall hold office until the first annual meeting after such Director’s election. Directors shall continue in office until the expiration of their term or until their successors have been elected, whichever is later, unless a Director resigns, is removed or his term of office terminates because he is no longer qualified to be a Director. Directors may be elected for successive terms.

5.6 Removal of Directors. At any meeting of the Members, the notice of which indicates such purpose, any Director (other than a Director appointed by Declarant) may be removed, with or without cause, by vote of a majority of the Members and a successor may be then and there elected to fill the vacancy thus created.

5.7 Resignation of Directors. Any Director may resign at any time by giving written notice to the President, to the Secretary or to the Executive Board stating the effective date of such resignation. Acceptance of such resignation shall not be necessary to make the resignation effective.

5.8 Vacancies in Directors. Except for any vacancy created by a resignation, removal or other absence of a Director appointed by Declarant (which shall be filled by appointment by Declarant), any vacancy occurring in the Executive Board shall, unless filled in accordance with Section 5.6 or by election at a special meeting of Members, be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Executive Board. A Director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office. A Directorship to be filled by reason of an increase in the number of Directors shall be filled only by vote of the Members.

5.9 Executive Committee. The Executive Board, by resolution adopted by a majority of the Directors in office, may designate and appoint an Executive Committee, which shall consist of three or more Directors and which, unless otherwise provided in such resolution, shall have and exercise all the authority of the Executive Board except authority with respect to those matters specified in the Colorado Revised Nonprofit Corporation Act as matters which such committee may not have and exercise the authority of the Executive Board.

5.10 Other Committees of Association. The Executive Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more other committees, which may consist of or include Members who are not Directors. Any such committee shall have and exercise such authority as shall be specified in the resolution creating such committee except that only a committee which consists of two or more Directors may exercise such authority as can only be exercised by the Executive Board.

5.11 General Provisions Applicable to Committees. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the Executive Board, or any individual Director, of any responsibility imposed upon it or him by law. The provisions of these Bylaws with respect to notice of meeting, waiver of notice, quorums, adjournments, vote required and action by consent applicable to meetings of Directors shall be applicable to meetings of committees of the Executive Board.

5.12 Manager or Managing Agent. The Executive Board, by resolution adopted by a majority of the Directors in office, may, at any time at or prior to, or as soon as reasonably possible after, the first annual meeting of the Executive Board, designate and appoint a manager or a managing agent, or both, which manager or managing agent shall have and exercise those powers and shall fulfill those duties of the Executive Board as shall be specified in any such resolution. Any such resolution may delegate all or substantially all of the powers and duties of the Executive Board to any such manager or managing agent but the Executive Board, in delegating powers and duties to any such manager or managing agent, shall not be relieved of its responsibilities under the Declaration.

VI. MEETINGS of DIRECTORS.

6.1 Place of Directors’ Meetings. Meetings of the Executive Board shall be held at the principal office of the Association or at such other place, within or convenient to the Project Area, as may be fixed by the Executive Board and specified in the notice of the meeting.

6.2 Annual Meeting of Directors. Annual meetings of the Executive Board shall be held on the same date as, or within 10 days following, the annual meeting of Members. The business to be conducted at the annual meeting of Directors shall consist of the appointment of officers of the Association and the transaction of such other business as may properly come before the meeting. No prior notice of the annual meeting of the Executive Board shall be necessary if the meeting is held on the same day and at the same place as the annual meeting of Members at which the Executive Board is elected or if the time and place of the annual meeting of the Executive Board is announced at the annual meeting of such Members.

6.3 Other Regular Meetings of Directors. The Executive Board shall hold regular meetings at least quarterly and may, by resolution, establish in advance the times and places for such regular meetings. No prior notice of any regular meetings need be given after establishment of the times and places thereof by such resolution.

6.4 Special Meetings of Directors. Special meetings of the Executive Board may be called by the President or any two members of the Executive Board.

6.5 Notice of Directors’ Meetings. In the case of all meetings of Directors for which notice is required, notice stating the place, day and hour of the meeting shall be delivered not less than three nor more than 50 days before the date of the meeting, by mail, email, facsimile, telephone or personally, by or at the direction of the persons calling the meeting, to each member of the Executive Board. If mailed, such notice shall be deemed to be delivered at 5:00 p.m. on the second business day after it is deposited in the mail addressed to the Director at his home or business address as either appears on the records of the Association, with postage thereon prepaid. If by facsimile, such notice shall be deemed delivered at 5:00 p.m. on the next calendar day after it is transmitted to the Director at either such address, with all charges thereon prepaid. If by telephone, such notice shall be deemed to be delivered when given by telephone to the Director or to any person answering the phone who sounds competent and mature at his home or business phone number as either appears on the records of the Association. If given personally, such notice shall be deemed to be delivered upon delivery or a copy of a written notice to, or upon verbally advising, the Director or some person who appears competent and mature at his home or business address as either appears on the records of the Association.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Executive Board need be specified in the notice or waiver of such meeting.

6.6 Proxies. A Director shall not be entitled to vote by proxy at any meeting of Directors.

6.7 Quorum of Directors. A majority of the number of Directors fixed in these Bylaws shall constitute a quorum for the transaction of business.

6.8 Adjournment of Directors’ Meetings. Directors present at any meeting of Directors may adjourn the meeting from time to time, whether or not a quorum shall be present, without notice other than an announcement at the meeting, for a total period or periods not to exceed 30 days after the date set for the original meeting. At any adjourned meeting which is held without notice other than announcement at the meeting, the quorum requirement shall not be reduced or changed, but if the originally required quorum is present, any business may be transacted which may have been transacted at the meeting as originally called.

6.9 Vote Required at Directors’ Meeting. At any meeting of the Directors, if a quorum is present, a majority of the votes present in person and entitled to be cast on a matter shall be necessary for the adoption of the matter, unless a greater proportion is required by law, the Declaration, the Articles of Incorporation or these Bylaws.

6.10 Order of Business. The order of business at all meetings of Directors shall be as follows: (a) roll call; (b) proof of notice of meeting or waiver of notice; (c) reading of minutes of preceding meeting; (d) reports of officers; (e) reports of committees; (f) unfinished business; and (g) new business.

6.11 Officers at Meetings. The President shall act as chairman and the Executive Board shall elect a Director to act as secretary at all meetings of Directors.

6.12 Waiver of Notice. A waiver of notice of any meeting of the Executive Board, signed by a Director, whether before or after the meeting, shall be equivalent to the giving of notice of the meeting to such Director. Attendance of a Director at a meeting in person shall constitute waiver of notice of such meeting except when the Director attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

6.13 Action of Directors Without a Meeting. Any action required to be taken or which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

VII. OFFICERS.

7.1 Officers, Employees and Agents. The officers of the Association shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers, assistant officers, employees and agents as may be deemed necessary by the Executive Board. Officers other than the President need not be Directors. No person shall simultaneously hold more than one office except the offices of Secretary and Treasurer.

7.2 Appointment and Term of Office of Officers. The officers shall be appointed by the Executive Board at the annual meeting of the Executive Board and shall hold office, subject to the pleasure of the Executive Board, until the next annual meeting of the Executive Board or until their successors are appointed, whichever is later, unless the officer resigns, or is removed earlier.

7.3 Removal of Officers. Any officer, employee or agent may be removed by the Executive Board, with or without cause, whenever in the Executive Board’s judgment the best interests of the Association will be served thereby. The removal of an officer, employee or agent shall be without prejudice to the contract rights, if any, of the officer, employee or agent so removed. Election or appointment of an officer, employee or agent shall not of itself create contract rights.

7.4 Resignation of Officers. Any officer may resign at any time by giving written notice to the President, to the Secretary or to the Executive Board of the Association stating the effective date of such resignation. Acceptance of such resignation shall not be necessary to make the resignation effective.

7.5 Vacancies in Officers. Any vacancy occurring in any position as an officer may be filled by the Executive Board. An officer appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office.

7.6 President. The President shall be a member of the Executive Board and shall be the principal executive officer of the Association and, subject to the control of the Executive Board, shall direct, supervise, coordinate and have general control over the affairs of the Association, and shall have the powers generally attributable to the chief executive officer of a corporation. The President shall preside at all meetings of the Executive Board and of the Members of the Association.

7.7 Vice Presidents. The Vice Presidents may act in place of the President in case of his death, absence or inability to act, and shall perform such other duties and have such authority as is from time to time delegated by the Executive Board or by the President.

7.8 Secretary. The Secretary shall be the custodian of the records and the seal of the Association and shall affix the seal to all documents requiring the same; shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law and that the books, reports and other documents and records of the Association are properly kept and filed; shall take or cause to be taken and shall keep minutes of the meetings of Members, of the Executive Board and of committees of the Executive Board; shall keep at the principal office of the Association a record of the names and addresses of the Members; and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Executive Board or by the President. The Executive Board may appoint one or more Assistant Secretaries who may act in place of the Secretary in case of his death, absence or inability to act.

7.9 Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Association; shall deposit all such funds in the name of the Association in such depositories as shall be designated by the Executive Board; shall keep correct and complete financial records and books of account and records of financial transactions and condition of the Association and shall submit such reports thereof as the Executive Board may, from time to time, require; shall arrange for the annual report required under Section 9.4 of these Bylaws; and, in general, shall perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Executive Board or by the President. The Executive Board may appoint one or more Assistant Treasurers who may act in place of the Treasurer in case of his death, absence or inability to act.

7.10 Bonds. The Association shall require fidelity bonds covering officers or other persons handling funds of the Association as required in the Declaration. The Association shall pay the premiums for such bonds.

VIII. INDEMNIFICATION of OFFICIALS and AGENTS.

8.1 Certain Definitions. A “Corporate Official” shall mean any Director or officer and any former Director or officer of the Association. A “Corporate Employee” shall mean any employee and any former employee of the Association. “Expenses” shall mean all costs and expenses including attorneys’ fees, liabilities, obligations, judgments and any amounts paid in reasonable settlement of a Proceeding. “Proceeding” shall mean any claim, action, suit or proceeding, civil or criminal, whether threatened, pending or completed, and shall include appeals.

8.2 Right of Indemnification. The Association shall indemnify any Corporate Official and may, in the discretion of the Executive Board, indemnify any Corporate Employee against any and all Expenses actually and reasonably incurred by or imposed upon him in connection with, arising out of, or resulting from, any Proceeding in which he may be involved or to which he is or may be made a party by reason of (a) actual or alleged error or misstatement or misleading statement or act or omission or neglect or breach of duty while acting in his official capacity as a Corporate Official or Corporate Employee, or (b) any matter claimed against him solely by reason of his being a Corporate Official or Corporate Employee. The right of indemnification shall extend to all matters as to which a majority of disinterested directors of the Association by resolution, or independent legal counsel in a written opinion, shall determine that the Corporate Official or Employee acted in good faith and had no reasonable cause to believe that his conduct was improper or unlawful. The right of indemnification shall not extend to matters as to which the Corporate Official or Employee is finally adjudged in an action, suit or proceeding to have been liable for gross negligence or willful misconduct in the performance of his duty except to the extent that a court may determine, upon application, that despite such adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity. The right of indemnification shall not extend to any matter as to which said indemnification would not be lawful under the laws of the State of Colorado.

8.3 Advances of Expenses and Defense. The Association may advance Expenses to, or where appropriate, may undertake the defense of, any Corporate Official or Employee in a Proceeding provided that the Corporate Official or Employee shall undertake, in writing, to reimburse the Association for the Expenses advanced or for the costs and expenses of such defense if it should ultimately be determined that the Corporate Official or Employee is not entitled to indemnification under this Article.

8.4 Rights Not Exclusive. The right of indemnification herein provided shall not be exclusive of other rights to which such Corporate Official or Employee may be entitled.

8.5 Authority to Insure. The Association may purchase and maintain liability insurance on behalf of any Corporate Official or Employee against any liability asserted against him and incurred by him as a Corporate Official or Employee or arising out of his status as such, including liabilities for which a Corporate Official or Employee might not be entitled to indemnification hereunder.

IX. MISCELLANEOUS.

9.1 Amendment of Bylaws. The Executive Board shall have the power to alter, amend or repeal these Bylaws or to adopt new Bylaws. The Members, at a meeting called for that purpose, shall also have the power to alter, amend or repeal the Bylaws and to adopt new Bylaws by two-thirds of the votes present at the meeting, if a quorum is present. The Bylaws may contain any provision for the regulation or management of the affairs of the Association not inconsistent with law, the Declaration or the Articles of Incorporation.

9.2 Compensation of Officers, Directors and Members. No Director shall have the right to receive any compensation from the Association for serving as such Director except for reimbursement of expenses as may be approved by resolution of disinterested members of the Executive Board. Officers, members of the Architectural Review Committee, agents and employees shall receive such reasonable compensation as may be approved by the Executive Board except that no officer, director or employee of Declarant or of any affiliate of Declarant may receive compensation as an officer, agent, employee or Director. Appointment of a person as an officer, agent or employee shall not, of itself, create any right to compensation.

9.3 Books and Records. The Association shall keep correct and complete books and records of account, shall keep minutes of the proceedings of its Members, its Executive Board, and any committee having any of the authority of the Executive Board, and shall keep, at its principal office in Colorado, a record of the names and addresses of its Members, and copies of the Declaration, the Articles of Incorporation and these Bylaws which may be purchased by any Member at reasonable cost. All books and records of the Association, including the Articles of Incorporation, Bylaws as amended and minutes of meetings of Members and Directors, may be inspected by any Member, or his agent or attorney, and any First Mortgagee of a Member for any proper purpose at any reasonable time. The right of inspection shall be subject to any reasonable rules adopted by the Executive Board requiring advance notice of inspection, specifying hours and days of the week during which inspection will be permitted and establishing reasonable fees for any copies to be made or furnished.

9.4 Annual Report. The Executive Board shall cause to be prepared and distributed to each Member who has filed a written request therefor, not later than 90 days after the close of each fiscal year of the Association containing (a) an income statement reflecting income and expenditures of the Association for such fiscal year; (b) a balance sheet as of the end of such fiscal year; (c) a statement of changes in financial position for such fiscal year; and (d) a statement of the place of the principal office of the Association where the books and records of the Association, including a list of names and addresses of current Members, may be found. The financial statements of the Association shall, if required by a Government Mortgage Agency, be audited by an independent public accountant and a report based upon such audit shall be included in the annual report.

9.5 Statement of Account. Upon payment of a reasonable fee to be determined by the Association and upon written request of an Owner of a Lot or any person with any right, title or interest in a Lot or intending to acquire any right, title or interest in a Lot, the Association shall furnish, within 10 days after the receipt of such request, a written statement of account setting forth the amount of unpaid assessments, or other amounts, if any, due or accrued and then unpaid with respect to the Lot, the Owner of the Lot, and Related Users of such Owner and the amount of the assessments for the current fiscal period of the Association payable with respect to the Lot. Such statement shall, with respect to the party to whom it is issued, be conclusive against the Association and all parties, for all purposes, that no greater or other amounts were then due or accrued and unpaid and that no other assessments have then been levied.

9.6 Corporate Reports. The Association shall file with the Secretary of State of Colorado, within the time prescribed by law, corporate reports on the forms prescribed and furnished by the Secretary of State and containing the information required by law and shall pay the fee for such filing as prescribed by law.

9.7 Fiscal Year. The fiscal year of the Association shall begin on January 1 and end the succeeding December 31 except that the first fiscal year shall begin on the date of incorporation. The fiscal year may be changed by the Executive Board without amending these Bylaws.

9.8 Seal. The Executive Board may adopt a seal which shall have inscribed thereon the name of the Association and the words “SEAL” and “COLORADO.

9.9 Shares of Stock and Dividends Prohibited. The Association shall not have or issue shares of stock and no dividend shall be paid and no part of the income or profit of the Association shall be distributed to its Members, directors or officers.

Notwithstanding the foregoing paragraph, the Association may issue certificates evidencing membership therein, may confer benefits upon its Members in conformity with its purposes and, upon dissolution or final liquidation, may make distributions as permitted by law, and no such payment, benefit or distribution shall be deemed to be a dividend or distribution of income or profit.

9.10 Loans to Directors, Officers and Members Prohibited. No loan shall be made by the Association to its Members, Directors or officers and any Director, officer or Member who assents to or participates in the making of any such loan shall be liable to the Association for the amount of such loan until the repayment thereof.

9.11 Limited Liability. As provided in the Declaration, the Association, the Executive Board, the Architectural Review Committee, Declarant, and any member, agent or employee of any of the same, shall not be liable to any Person for any action or for any failure to act if the action taken or failure to act was in good faith and without malice.

9.12 Minutes and Presumptions Thereunder. Minutes or any similar record of the meetings of Members or of the Executive Board, when signed by the Secretary or acting Secretary of the meeting, shall be presumed to truthfully evidence the matters set forth therein. A recitation in any such minutes that notice of the meeting was properly given shall be prima facie evidence that the notice was given.

9.13 Record of Mortgagees. As used in these Bylaws, “First Mortgagee” shall mean a mortgagee under a mortgage or a beneficiary under a deed of trust, as the case may be, which mortgage or deed of trust: (a) encumbers a Lot to secure the performance of an obligation or the payment of a debt and which is required to be released upon the performance of the obligation or payment of the debt; and (b) which has priority over all other consensual liens that encumber the Lot. Under the Declaration, First Mortgagees have certain rights. Therefore, any such First Mortgagee or, upon the failure of such First Mortgagee, any Member who has created or granted a First Mortgage, shall give written notice to the Association, through its Manager, or through the Secretary in the event there is no Manager, which notice shall give the name and address of the First Mortgagee and describe the Lot encumbered by the First Mortgage. The Association shall maintain such information in a book entitled “Record of First Mortgages on Lots.” Any such First Mortgagee or such Member shall likewise give written notice to the Association at the time of release or discharge of any such First Mortgage.

9.14 Checks, Drafts, and Documents. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Association, shall be signed or endorsed by such person or persons, and in such manner as, from time to time, shall be determined by resolution of the Executive Board.

9.15 Execution of Documents. The Executive Board, except as these Bylaws otherwise provide, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Association, and such authority may be general or confined to specific instances; and unless so authorized by the Executive Board, no officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

X. NOTICE and HEARING PROCEDURE.

10.1 Association’s Enforcement Rights. In the event of an alleged violation by a Member or a Related User of a Member (“Respondent”) of the Declaration, these Bylaws or the Rules and Regulations of the Association, the Executive Board shall have the right, upon an affirmative vote of a majority of all Directors on the Executive Board, to take any one or more of the actions and to pursue one or more of the remedies permitted under the provisions of the Declaration, these Bylaws or the Rules and Regulations of the Association. If, under the provisions of the Declaration, these Bylaws, or such Rules and Regulations, Notice and Hearing is required prior to taking action or pursuing remedies, the following provisions of Article X of these Bylaws shall be applicable. The failure of the Executive Board or the Architectural Review Committee to enforce the Rules and Regulations of the Association, these Bylaws or the Declaration shall not constitute a waiver of the right to enforce the same thereafter. The remedies set forth and provided in the Declaration, the Rules and Regulations of the Association or these Bylaws shall be cumulative and none shall be exclusive. However, any individual Member must exhaust all available internal remedies of the Association prescribed by the Declaration, these Bylaws and the Rules and Regulations of the Association, before that Member may resort to a court of law for relief with respect to any alleged violation by another Member of the Declaration, these Bylaws or the Rules and Regulations of the Association, provided that the foregoing limitation pertaining to exhausting administrative remedies shall not apply to the Executive Board or to any Member where the complaint alleges nonpayment of Common Assessments, Special Assessments, Supplemental Common Assessments or Reimbursement Assessments.

10.2 Written Complaint. A hearing to determine whether enforcement action under the Declaration, the Rules and Regulations of the Association or these Bylaws should be taken shall be initiated by the filing with the President or the Executive Board of the Association of a written complaint (“Complaint”) by any Member of the Association, any officer, any member of the Executive Board or the Architectural Review Committee or any employee or agent of the Association. The Complaint shall contain a written statement of charges which shall set forth in ordinary and concise language the acts or omissions with which the Respondent is charged and a reference to the specific provisions of the Declaration, these Bylaws or the Rules and Regulations of the Association which the Respondent is alleged to have violated. If the charges relate to a Related User of a Member, both the Related User and the Member shall be considered as Respondents.

10.3 Notice of Complaint and Notice of Defense. A copy of the Complaint shall be served on each Respondent in accordance with the notice provisions set forth in the Declaration, together with a statement which shall be substantially in the following form:

“Unless a written request for a hearing signed by or on behalf of a person named as Respondent in the accompanying Complaint is delivered or mailed to the Executive Board within 15 days after the Complaint is served upon you, the Executive Board may proceed upon the Complaint without a hearing, and you will have thus waived your right to a hearing. The request for a hearing may be made by delivering or mailing the enclosed form entitled ‘Notice of Defense’ to the Executive Board at the following address:

____________________________________
____________________________________
____________________________________ .

You may, but need not, be represented by counsel at any or all stages of these proceedings. If you desire the names and addresses of witnesses or an opportunity to inspect any relevant writings or items on file in connection with this matter in the possession, custody or control of the Executive Board, you may contact
____________________________________
____________________________________
___________________________________ .”

A Respondent shall be entitled to a hearing on the merits of the matter if the Notice of Defense is timely filed with the Executive Board. A Respondent may file a separate statement by way of mitigation, even if he does not file a Notice of Defense.

10.4 Tribunal. The President shall appoint a Hearing Committee (“Tribunal”) of three natural Persons upon receipt of a written Complaint. In appointing the members of the Tribunal, the President should make a good faith effort to avoid appointing next-door neighbors of the Respondent or any Member of the Association who are essential witnesses to the alleged violation giving rise to the Complaint. The decision of the President shall be final, except that each Respondent may challenge any member of the Tribunal for cause, where a fair and impartial hearing cannot be afforded, at any time prior to the taking of evidence at the hearing. In the event of such a challenge, the Executive Board shall meet to determine the sufficiency of the challenge, without the President voting. If such a challenge is sustained, the President shall appoint another member to replace the challenged member of the Tribunal. All decisions of the Executive Board in this regard shall be final. The Tribunal shall elect a Chairman and appoint a hearing officer who shall take evidence and ensure that a proper record of all proceedings is maintained.

10.5 Notice of Hearing. The Tribunal shall serve a Notice of Hearing, as provided herein, on all parties at least 10 days prior to the hearing, if such hearing is requested by a Respondent. The hearing shall be held no sooner than 30 days after the Complaint is mailed or delivered to each Respondent. The Notice of Hearing to each Respondent shall be substantially in the following form but may include other information:

“You are hereby notified that a hearing will be held before a Tribunal appointed by the President of Roosevelt Ridge Homeowners Association, at _______________ on the ____ day of ___________, 20____ at the hour of _______, upon the charges made in the Complaint served upon you. You may be present at the hearing, may but need not be represented by counsel, may present any relevant evidence, and will be given full opportunity to cross-examine all witnesses testifying against you. You are entitled to seek the attendance of witnesses and to compel the production of books, documents or other items in the possession of the Association by applying to the Executive Board of the Association.”

10.6 Hearing.
(a) Oral evidence shall be taken only on oath or affirmation administered by a member of the Tribunal. The use of affidavits and written interrogatories in lieu of oral testimony shall be encouraged by the Tribunal.

(b) Each party shall have these rights: to call and examine witnesses; to introduce exhibits; to cross-examine witnesses on any matter relevant to the issues; to impeach any witness; and to rebut the evidence against such party. If Respondent does not testify in his own behalf, he may be called and examined as if under cross-examination.

(c) The hearing need not be conducted according to technical rules relating to evidence and witnesses. Any relevant evidence shall be admitted if it is the sort of evidence on which responsible Persons are accustomed to rely in the conduct of serious affairs, regardless of the existence of any common law or statutory rule which might make improper the admission of such evidence over objection in civil actions. Hearsay evidence may be used for the purpose of supplementing or explaining other evidence but shall not be sufficient in itself to support a finding unless it would be admissible over objection in civil actions. The rules of privilege shall be effective to the extent that they are otherwise required by statute to be recognized at the hearing, and irrelevant and unduly repetitive evidence shall be excluded.

(d) Neither the person filing the Complaint nor the Respondent must be in attendance at the hearing. The hearing shall be open to attendance by any Members of the Association to the extent of the permissible capacity of the hearing room.

(e) In rendering a decision, official notice may be taken at any time of any provision of the Declaration, these Bylaws, the Rules and Regulations of the Association or any generally understood matter within the working of the Association. Persons present at the hearing shall be informed of the matters to be noticed by the Tribunal, and these matters shall be made a part of the record of proceedings.

(f) The Tribunal may grant continuances on a showing of good cause.

(g) Whenever the Tribunal has commenced to hear the matter and a member of the Tribunal is forced to withdraw prior to a final determination by the Tribunal, the remaining members shall continue to hear the case and the hearing officer shall replace the withdrawing member.

10.7 Decision. If a Respondent fails to file a Notice of Defense as provided in Section 10.3 of these Bylaws, or fails to appear at a hearing, the Tribunal may take action based upon the evidence presented to it without further notice to Respondent. However, the Respondent may make any showing by way of mitigation. The Tribunal will prepare written findings of fact and recommendations for consideration by the Executive Board. The Tribunal shall make its determination only in accordance with these Bylaws. After all testimony and documentary evidence has been presented by the Tribunal, the Tribunal may vote by secret written ballot upon the matter, with a majority of the entire Tribunal controlling. A copy of the findings and recommendations of the Tribunal may be posted by the Executive Board at a conspicuous place in the Project Area, and a copy shall be served by the President on each Person directly involved in the matter and his attorney, if any, in accordance with the notice provisions set forth in the Declaration. Disciplinary action, levy of a Reimbursement Assessment or other action or remedies which require Notice and Hearing under the Declaration, these Bylaws or the Rules and Regulations of the Association shall be imposed only by the Executive Board of the Association and in accordance with the findings and recommendations of the Tribunal. The Executive Board may adopt the recommendations of the Tribunal in their entirety or the Executive Board may reduce the proposed penalty and adopt the balance of the recommendations. In no event shall the Executive Board impose more stringent enforcement action than recommended by the Tribunal. The decision of the Executive Board shall be in writing and shall be served and may be posted in the same manner as the findings and recommendations of the Tribunal. The decision of the Executive Board shall become effective 10 days after it is served upon each Respondent, unless otherwise ordered in writing by the Executive Board. The Executive Board may order a reconsideration at any time within 15 days following service of its decision on the involved persons, on its own motion or on petition by any party. However, no action against a Respondent arising from the alleged violation shall take effect prior to the expiration of the later of (a) 15 days after each Respondent’s receipt of the Notice of Hearing; or (b) five days after the hearing required herein.

CERTIFICATE of SECRETARY

I, the undersigned, do hereby certify that:

  1. I am the duly elected and acting Secretary of Roosevelt Ridge Homeowners Association, a Colorado non-profit corporation (“Association”); and
  2. The foregoing Bylaws, comprising 18 pages not including this page, constitute the Bylaws of the Association duly adopted by the Executive Board of the Association by their Organizational Consent dated October __, 2005.

IN WITNESS WHEREOF, I have hereunto subscribed my hand and affixed the seal of the Association this ___ day of October, 2005.
[SEAL] ___________________________
Shaun Gee, Secretary

Declaration of Covenants, Conditions and Restrictions

DECLARATION of
COVENANTS, CONDITIONS and RESTRICTIONS
for
ROOSEVELT RIDGE

This Declaration of Covenants, Conditions and Restrictions (this “Declaration”) is made as of _____, 2005, by Lone Pine Real Estate, LLC, a Delaware limited liability company (“Declarant”).

ARTICLE I
GENERAL

Section 1.1 Purpose. This Declaration is executed pursuant to and in furtherance of a common and general plan (a) to protect and enhance the quality, value, desirability and attractiveness of all property which may be subject to this Declaration; (b) to provide for an association, as a vehicle to maintain and repair the Common Area (as hereinafter defined) for the benefit of owners of property within the Project Area (as hereinafter defined); (c) to define duties, powers and rights of the association; and (d) to define certain duties, powers and rights of owners of property within the Project Area.

Section 1.2 Declaration. Declarant hereby creates a planned community pursuant to the Act (as hereinafter defined) on the Project Area, to be known as Roosevelt Ridge.

Declarant, for itself, its successors and assigns, hereby declares that the Project Area shall be owned, held, transferred, conveyed, sold, leased, rented, hypothecated, encumbered, used, occupied, maintained, altered and improved subject to the covenants, conditions, restrictions, limitations, reservations, exceptions, equitable servitudes and other provisions set forth in this Declaration, all of which shall run with the title to such right, title or interest in said property or any part thereof.

Section 1.3 Effect. This Declaration supercedes and replaces the Community Declaration of Covenants for Howard-Dieker Estates, which was Recorded on December 27, 1991, in Book 519 at page 460, which is hereby terminated and withdrawn in its entirety.

ARTICLE II
DEFINITIONS

Section 2.1 General. The following words and phrases when used in this Declaration shall have the meaning hereinafter specified. Capitalized terms not defined in this Article II shall have the meaning given to them in the text of this Declaration.

Section 2.2 Accessory Structure. “Accessory Structure” shall mean any improvement, structure or building, built within the Building Envelope which may include a bathroom, but may not include a kitchen (a room or section of a room designed, intended or used for cooking or preparation of food for consumption, and which includes an oven, stove or range), including without limitation, an outbuilding, cabin or guest house, but excluding a second primary residence.

Section 2.3 Act. “Act” shall mean the Colorado Common Interest Ownership Act, Colorado Revised Statutes 3833.3101 through 3833.3319, as the same may be amended from time to time.

Section 2.4 Annexable Area. “Annexable Area” shall mean the real property described on Exhibit B attached hereto.

Section 2.5 Articles. “Articles” shall mean the articles of incorporation of the Association, as the same may be amended from time to time.

Section 2.6 Assessment. “Assessment” shall mean a Common Assessment, a Special Assessment, a Supplemental Common Assessment or a Reimbursement Assessment.

Section 2.7 Association. “Association” shall mean The Roosevelt Ridge Homeowners Association, its successors and assigns.

Section 2.8 Budget. “Budget” shall mean a written, itemized estimate of the expenses to be incurred by the Association in performing its functions under this Declaration and prepared pursuant to Section 5.13 below.

Section 2.9 Building Envelope. “Building Envelope” shall mean the portion of each Lot which encompasses all of the Development activities on such Lot (other than a driveway, underground utilities, wells, septic systems and Private Recreational Facilities). The location of the Building Envelope for each Lot shall be as set forth on the Plat.

Section 2.10 Bylaws. “Bylaws” shall mean any instruments, however denominated, which are adopted by the Association for the regulation and management of the Association, as the same may be amended from time to time.

Section 2.11 Common Area. “Common Area” shall mean all property now or hereafter owned by the Association for the common use and enjoyment of the Owners, including but not limited to, the Road.

Section 2.12 Common Assessment. “Common Assessment” shall mean the assessments made for the purpose of paying Common Expenses, which are to be paid by each Owner to the Association for purposes provided herein and charged to such Owner and to the Lot of such Owner.

Section 2.13 Common Expenses. “Common Expenses” shall mean (i) any and all costs, expenses and liabilities incurred by or on behalf of the Association, including, without limitation, costs, expenses and liabilities for (A) managing, operating, improving, repairing, replacing and maintaining the Common Area and the Easement Area; (B) construction of Trails and Recreational Areas in the Easement Area; (C) providing facilities and services that are determined by the Association to be in the best interests of the Owners; (D) obtaining insurance as provided herein; (E) performing all other duties and functions of the Association as set forth herein, and administering and enforcing the covenants, conditions, restrictions, reservations and easements created hereby; (F) levying, collecting and enforcing the assessments, charges and liens imposed pursuant hereto; (G) regulating and managing the planned community created by this Declaration; and (H) operating the Association; and (ii) reserves for any such costs, expenses and liabilities.

Section 2.14 Declarant. “Declarant” shall mean Lone Pine Real Estate, LLC and its successors and assigns as the terms “successors and assigns” are herein limited. A party shall be deemed a “successor or assign” of Lone Pine Real Estate, LLC as Declarant only if specifically designated in a written and duly recorded instrument as a successor or assign of Declarant under this Declaration and shall be deemed a successor or assign of Declarant under this Declaration only as to the particular rights or interests of Declarant under this Declaration which are specifically designated in the written instrument except that a party acquiring all or substantially all of the right, title and interest of Lone Pine Real Estate, LLC in the Project Area by foreclosure, judicial sale, bankruptcy proceedings or by other similar involuntary transfer, shall automatically be deemed a successor and assign of Lone Pine Real Estate, LLC as Declarant under this Declaration.

Section 2.15 Declarant Control Period. “Declarant Control Period” has the meaning given to that term in Section 6.3 below.

Section 2.16 Design Guidelines has the meaning given to that term in Section 9.1 below.

Section 2.17 Design Review Committee means the committee or committees established by the Executive Board after the Development and Sale Period to regulate the design and construction of improvements on Lots pursuant to Article 9 below.

Section 2.18 Design Reviewer means the person, persons, entity or entities appointed or designated to review an application for an Improvement pursuant to Article 9 below.

Section 2.19 Development and Sale Period means the period commencing on the date on which Declarant, or any person or entity under the control of, or which is controlled by, or is under common control with the Declarant forms the Association and ending on the day when the last Lot within the Project Area (including any property that may be annexed pursuant to Article 13 of this Declaration) has been sold.

Section 2.20 Director. “Director” shall mean a duly elected or appointed member of the Executive Board.

Section 2.21 Driveways. “Driveways” shall mean the Road, Shared Driveways, Private Driveways Outside Building Envelope and Private Driveways Within Building Envelope (excluding any driveway that does not directly connect the primary Dwelling Unit to the Road or a Shared Driveway).

Section 2.22 Dwelling Unit. “Dwelling Unit” shall mean a residential building designed for occupancy by a single family on a Lot, including an attached garage, but excluding any Accessory Structure.

Section 2.23 Easement Area. “Easement Area” shall include all property within the Project, including all Driveways, but excluding: (a) Private Driveways Within Building Envelope; and (b) other property in the Building Envelope.

Section 2.24 Executive Board. “Executive Board” shall mean the Executive Board of the Association.

Section 2.25 First Mortgagee. “First Mortgagee” shall mean a Mortgagee whose Mortgage with respect to a Lot is superior to the Mortgage of all other Mortgagees.

Section 2.26 Government Mortgage Agencies. “Government Mortgage Agencies” shall mean the Federal Housing Administration of the United States Department of Housing and Urban Development, including such department or agency of the United States government as shall succeed to the FHA in insuring notes secured by Mortgages (which includes deeds of trust) on residential real estate, the Federal Home Loan Mortgage Corporation or The Mortgage Corporation created by Title III of the Emergency Home Finance Act of 1970, the Federal National Mortgage Association, the Government National Mortgage Association, the Veterans Administration of the United States of America, including such department or agency of the United States government as shall succeed to the VA in its present function of issuing guarantees with respect to notes secured by Mortgages on residential real estate, and including any successors to any or all of the foregoing, or any similar entity, public or private, authorized, approved or sponsored by any governmental agency to insure, guarantee, make or purchase Mortgage loans.

Section 2.27 Improvement. “Improvement” shall mean any landscaping, improvement, structure or appurtenance of every type and kind, including, without limitation, grading, excavation and filling or similar disturbance to the surface of the land; landscaping features; clearing or removal of trees, shrubs, grass or plant; satellite dish; antenna; dwelling units; buildings; outbuildings; underground drains; swimming pools, tennis courts, basketball hoops, skateboard ramps and other recreational improvements; patios and patio covers; decks; awnings; exterior paint, trim and other finish materials; solar collectors; dog runs; dog houses; walkways; trails; additions to existing structures; alteration to exterior surfaces of approved buildings, structures, landscaping, or grading (including without limitation, any change of exterior appearance, color, roofing materials or texture); alteration of the drainage pattern with respect to any Lot or onto any other Lot or Common Area; sprinkler systems; garages and carports; driveways; paving and gravel; fences; walls (whether for screening or retention); stairs; exterior lighting; signs; exterior tanks and utilities (whether for air conditioning, cooling, heating, water softening or any other purpose); or any change to, or demolition or destruction (by voluntary action) of, any of the foregoing, or any other exterior change visible from any location outside the Lot.

Section 2.28 Lot. “Lot” shall mean any of the numbered parcels within the Project Area, as now or hereafter depicted upon a recorded plat or plats thereof. For purposes of the Act, each Lot constitutes a “Unit,” as that term is used in the Act.

Section 2.29 Manager. “Manager” shall mean any one or more Persons employed by the Association who is engaged to perform any of the duties, powers or functions of the Association.

Section 2.30 Member. “Member” shall mean the Person, or if more than one, all Persons collectively, who constitute the Owner of a Lot.

Section 2.31 Mortgage. “Mortgage” shall mean any mortgage or deed of trust or other such instrument, given voluntarily by the Owner of a Lot, encumbering the Lot to secure performance of an obligation or the payment of a debt and which is required to be released upon performance of the obligation or payment of the debt.

Section 2.32 Mortgagee. “Mortgagee” shall mean a mortgagee under a Mortgage or a beneficiary under a deed of trust, as the case may be, and the assignees of such Mortgagee.

Section 2.33 Notice and Hearing. “Notice and Hearing” shall mean a written notice and a hearing before the Executive Board or a hearing committee appointed by the Executive Board, in the manner provided in the bylaws of the Association.

Section 2.34 Officer. “Officer” shall mean a duly elected or appointed officer of the Association.

Section 2.35 Owner. “Owner” shall mean the Person, including Declarant, or if more than one, all Persons collectively, who hold fee simple title to a Lot.

Section 2.36 Passive Recreation. “Passive Recreation” shall mean non-motorized recreational activities, including but not limited to, picnicking, horseback riding, hiking, bicycling, snow shoeing and cross-country skiing.

Section 2.37 Person. “Person” shall mean a natural person, a corporation, a partnership, a limited liability company or any other entity.

Section 2.38 Plat. “Plat” shall mean that certain Subdivision Exemption Plat for Roosevelt Ridge recorded in the Gilpin County Clerk and Recorders office at Reception Number __________ on _________, 2005, and any amendment thereof or supplement thereto.

Section 2.39 Private Driveway Outside Building Envelope. “Private Driveway Outside Building Envelope” shall mean those Driveways or portions of Driveways shown on the Plat that service only one Lot, but are not located within the Building Envelope for such Lot (excluding any driveway that does not directly connect the primary Dwelling Unit to the Road or a Shared Driveway).

Section 2.40 Private Driveway Within Building Envelope. “Private Driveway Within Building Envelope” shall mean those Driveways or portions of Driveways shown on the Plat that service only one Lot and are located within the Building Envelope for such Lot (excluding any driveway that does not directly connect the primary Dwelling Unit to the Road or a Shared Driveway).

Section 2.41 Private Recreational Facilities. “Private Recreational Facilities” shall mean improvements or structures built and maintained by an Owner on such Owner’s Lot for the use and enjoyment of such Owner, its family and invitees, which may include, but not be limited to a picnic table, deck, trail, or primitive cabin with no utility services.

Section 2.42 Project. “Project” shall mean the planned community created by this Declaration and commonly known as Roosevelt Ridge.

Section 2.43 Project Area. “Project Area” shall mean all of the real property that is part of the planned community created by this Declaration, which shall be the real property described in Exhibit A attached hereto, together with all additional real property that is annexed into the planned community created by this Declaration, excluding, however, those portions of such real property that are withdrawn from the planned community pursuant to Section 14.1 of this Declaration. The Project Area includes all rights and easements, if any, appurtenant to the real property described in Exhibit A attached hereto. The use and enjoyment of any of such rights and easements by any person shall be subject to the terms and provisions of this Declaration.

Section 2.44 Record. “Record,” “Recorded” or “Recordation” shall mean the filing for record of any document in the office of the Clerk and Recorder of Gilpin County, Colorado.

Section 2.45 Recreational Areas. “Recreational Areas” shall include, but not be limited common picnic areas, Trails and lookouts as may be later created by Declarant or the Association in accordance with this Declaration.

Section 2.46 Reimbursement Assessment. “Reimbursement Assessment” shall mean a charge against a particular Owner and his Lot for the purpose of reimbursing the Association for expenditures and other costs of the Association incurred on behalf of any Owner in accordance with this Declaration, or in curing any violation, directly attributable to the Owner, of this Declaration or any rules and regulations adopted pursuant to Section 7.17 below, together with late charges and interest as provided herein.

Section 2.47 Related User. “Related User” shall mean any member of the family of an Owner who resides with such Owner; guests and invitees of an Owner; employees of an Owner; and occupants, tenants and contract purchasers residing in a Dwelling Unit of an Owner who claim by, through, or under an Owner.

Section 2.48 Restrictions. “Restrictions” shall mean covenants, conditions, restrictions, limitations, reservations, exceptions and equitable servitudes affecting real property.

Section 2.49 Road. “Road” shall mean one or more Driveways shown as Parcel B on the Plat and owned by the Association, which provide primary access to the Project Area.

Section 2.50 Rules and Regulations. “Rules and Regulations” shall mean the rules and regulations adopted by the Executive Board pursuant to Section 7.17 below, as they may be amended from time to time, including rules or regulations, however denominated, which are adopted for the regulation and management of the Project.

Section 2.51 Share of Common Expenses. “Share of Common Expenses” shall mean the share of Common Expenses allocated to each Lot in accordance with the terms and conditions of Section 5.10 below.

Section 2.52 Shared Driveway. “Shared Driveway” shall mean those Driveways providing access to more that one but fewer than all of the Lots.

Section 2.53 Special Assessment. “Special Assessment” shall mean a charge against each Owner and his Lot representing a portion of the costs to the Association for the purpose of funding major capital repairs, maintenance, replacements and improvements, pursuant to Section 5.17 below.

Section 2.54 Special Declarant Rights. “Special Declarant Rights” shall mean the rights reserved by Declarant for itself, its successors and assigns in this Declaration.

Section 2.55 Successor Declarant. “Successor Declarant” shall mean any person who succeeds to any Special Declarant Right.

Section 2.56 Supplemental Common Assessment. “Supplemental Common Assessment” shall mean a supplemental Common Assessment adopted by the Board pursuant to Section 5.11.

Section 2.57 Trails. “Trails” shall mean improved or unimproved pathways for Passive Recreation established by the Association or the Declarant upon the Project Area in accordance with this Declaration.

ARTICLE III
VARIOUS RIGHTS and EASEMENTS

Section 3.1 Declarant’s Easements.
(a) Declarant hereby reserves for itself, its successors and assigns a general easement over, across, through and under the Easement Area to:
(i) discharge Declarant’s obligations under this Declaration;
(ii) exercise any of Declarant’s rights under this Declaration; and
(iii) with the prior written consent of the Owner of the subject Lot, make improvements within the Easement Area (including, without limitation, the construction of Dwelling Units on Lots), the Annexable Area or any other real estate owned by Declarant.
(b) Declarant hereby reserves for itself, its successors and assigns a general easement over, across, through and under the Easement Area to make improvements (including, without limitation, the designation of routes for or the construction of Trails and Recreation Areas) within the Easement Area, the Annexable Area or any other real estate owned by Declarant; provided, however, that Declarant shall not exercise its rights under this Section 3.1(b) upon any portion of the Easement Area not owned by it without the prior written consent of the Owner of the subject Lot.
(c) Declarant hereby reserves for itself, its successors and assigns, the right to:
(i) establish from time to time utility and other easements, permits or licenses over, across, through and under the Common Area and over, across, through and under portions of each Lot that are not occupied by the Dwelling Unit on such Lot; and
(ii) create other reservations, exceptions and exclusions for the best interest of all Owners and the Association.

Section 3.2 Association Easements. Declarant hereby expressly creates and reserves for the benefit of the Association, its designees, successors and assigns, the following easements:

(a) Easements Over Lots for Use and Maintenance of Easement Area. Easements over, across, through and under each Lot as may be necessary or appropriate for the construction, use, enjoyment, maintenance, repair and replacement of Easement Area and any improvements constructed thereon or therein, and for access, ingress and egress necessary for such use, enjoyment, maintenance, repair and replacement. Without limiting the foregoing, the Association shall have the right to designate routes for and to construct and maintain Trails and Recreation Areas within the Easement Area for the benefit of the Owners.

(b) Easements for Project Signs, Trash and Postal Pads. Easements over, across, through and under each Lot and the Common Area as may be necessary for the installation, maintenance, repair, upkeep and replacement of signs identifying the Project, trash dumpsters necessary for refuse management and mailboxes (including the pads therefor) for the United States Postal Service (all of which may be installed on one or more Lots).

(c) Easements for Drainage. Easements over, across, through and under Lots and Common Area for storm-water drainage, as shown on any recorded plat or plats of the Project Area, or any drainage plan on file with any governmental authority having jurisdiction over the Project Area, and/or as subsequently required by the development of the Project Area.

(d) Easements for Retaining Walls. Easements over, across, through and under each Lot as may be necessary for the installation, maintenance, repair and replacement of any retaining walls.

(e) Easement for Forest Management. Easements over, across, through and under each Lot and the Common Area for the purpose of performing or causing to be performed such forest management measures as the Association may from time to time deem necessary or desirable to preserve the health, vitality and aesthetic appeal of the natural environment of the Project Area.

(f) Easements for Wildfire Mitigation. Easements over, across, through and under each Lot and the Common Area for the purpose of performing, or causing to be performed, such wildfire mitigation measures (including, without limitation, tree and brush removal or pruning) as the Association may from time to time deem necessary or desirable.

(g) Easements for Dust Mitigation Measures. Easements over, across, through and under each Lot and the Common Area for the purpose of performing, or causing to be performed, such dust mitigation measures (including, without limitation, treatment of Driveways with dust suppressant) as the Association may from time to time deem necessary or desirable.

Section 3.3 No Duty Created. Neither the Declarant nor the Association shall have any duty or obligation to build, create or establish any improvements on the Project Area, including but not limited to Trails and Recreational Areas contemplated by this Declaration.

Section 3.4 Owners’ Easements. Declarant hereby expressly creates and reserves for the benefit of each Lot, and for the benefit of the Owner of such Lot, the following easements:

(a) Easements Over Common Area and Shared Driveways for Access. Easements over, across, through and under the Road and Shared Driveways for access to and from such Lot.

(b) Easement Over Easement Area for Mail and Trash Facilities. Easements over, across, through and under Common Area and Easement Area for Owners’ collection of mail and disposal of trash in designated dumpsters or other drop off sites shown on the Plat or established pursuant to Section 3.2(b).

(c) Easement Over Easement Area for Passive Recreation. Easements over, across, through and under Easement Area for Owners and their Related Users to conduct Passive Recreational activities on Trails and in Recreational Areas established by the Association or Declarant in accordance with this Declaration.

(d) Easements Over Lots and Common Area for Utilities. An easement over, across, through and under the other Lots and the Common Area, in the location where such utilities and related facilities are originally installed by Declarant or in such other location as may be designated from time to time by the Association, for the purpose of installation, operation, maintenance, repair and replacement of underground utilities and related surface facilities necessary for the use, enjoyment and operation of the Dwelling Unit constructed on such Lot, including, but not limited to, water lines, sewer lines, storm-water drainage systems and facilities, gas lines, electric lines, telephone lines, television cable lines, and all equipment and facilities incidental thereto, and for access, ingress and egress necessary for such installation, operation, maintenance, repair and replacement.

Section 3.5 Fire Department Easement. Declarant hereby expressly creates and reserves for the benefit of any fire or emergency agency or organization, an easement over each Lot for the use of water contained in any cistern on such Lot for purposes of fighting fires within the Project.

Section 3.6 Easements Deemed Appurtenant. The easements and rights herein created shall be binding upon and inure to the benefit of the Declarant, the Association, or each Lot in the Project Area and the Owner of each such Lot, as the case may be, and all conveyances of and other instruments affecting title to any such Lot shall be deemed to grant and reserve the easements and rights as are provided for herein, even though no specific reference to such easements appears in any such conveyance.

Section 3.7 Recorded Easements and Licenses. The recording data for recorded easements and licenses appurtenant to, or included in, the Project Area or to which any portion of the Project Area is or may become subject is set forth on Exhibit C attached hereto.

ARTICLE IV
THE ASSOCIATION

Section 4.1 Association. The Association has been formed as a Colorado corporation under the Colorado Revised Nonprofit Corporations Act. The Association shall have the duties, powers and rights set forth in this Declaration and in the Articles and Bylaws.

Section 4.2 Executive Board. The affairs of the Association shall be managed by an Executive Board. The Executive Board may, by resolution, delegate portions of its authority to an executive committee or to other committees, to Officers of the Association or to agents and employees of the Association, but such delegation of authority shall not relieve the Executive Board of the ultimate responsibility for management of the affairs of the Association. Action by or on behalf of the Association may be taken by the Executive Board or any duly authorized executive committee, officer, agent or employee without a vote of the Members of the Association, except as otherwise specifically provided in this Declaration.

Section 4.3 Membership in Association. Each Owner of a Lot within the Project Area shall be a Member of the Association. There shall be one such Membership in the Association for each Lot within the Project Area. The Person or Persons who constitute the Owner of a Lot shall automatically be the holder of the Membership appurtenant to that Lot, and the Membership appurtenant thereto shall automatically pass with fee simple title to the Lot (subject to payment of any fee assessed by the Association in accordance with the Rules and Regulations to cover costs incurred by the Association to record such transfer on its books). Declarant shall hold a Membership in the Association for each Lot owned by Declarant. Membership in the Association shall not be assignable separate and apart from fee simple title to a Lot except that an Owner may assign some or all of his rights as an Owner and as Member of the Association to a tenant or Mortgagee and may arrange for a tenant to perform some or all of such Owner’s obligations as provided in this Declaration, but no Owner shall be permitted to relieve himself of the responsibility for fulfillment of the obligations of an Owner under this Declaration. Any transfer or encumbrance of a Membership other than as permitted in this Section 4.3 shall be void and have no force or effect.

Section 4.4 Voting Rights of Members.
(a) Each Member of the Association shall have the right to cast votes for each Lot owned by such Member for the election of members of the Executive Board as hereinafter provided. Except as set forth in this Declaration, the Bylaws shall provide for the manner, time, place, conduct, and voting procedures for Member meetings for the purpose of electing the Executive Board.

(b) Each Membership shall be entitled to one vote, regardless of the number of Owners of the Lot to which the Membership is appurtenant. Fractional voting shall not be allowed. If the Owners of a Lot cannot agree among themselves as to how to cast their vote on a particular matter, they shall lose their right to vote on such matter. If any Owner casts a vote representing a certain Membership, it will thereafter be presumed for all purposes that the Owner was acting with the authority and consent of all other Owners with whom such Owner shares the Membership, unless objection thereto is made to the Person presiding over the meeting at the time the vote is cast. If more than one vote is cast for any particular Membership, none of such votes shall be counted and all of such votes shall be deemed null and void.

(c) In any election of Directors to the Executive Board, every Membership shall have the number of votes equal to the number of Directors to be elected. Cumulative voting shall not be allowed in the election of Directors of the Executive Board or for any other purpose.

(d) The Association shall have no voting rights for any Membership appurtenant to any Lot owned by the Association.

ARTICLE V
ASSESSMENTS, BUDGETS and ACCOUNTS

Section 5.1 Operating Account to be Established. The Association shall establish and maintain a separate operating account (the “Operating Account”). The Operating Account shall contain monies for the routine operations of the Association and may also contain monies for reserves for any purpose for which the Association may establish reserves. The Operating Account shall be established as one or more trust savings or trust checking accounts at any financial institution in which deposits are insured by an agency of the federal government. Monies for reserves may, but shall not be required to be, deposited in one or more accounts separate from the account(s) in which monies for routine operations are held.

Section 5.2 Establishment of Other Accounts. The Association may establish other accounts (“Accounts”) as and when needed including, without limitation, any Account or Accounts for reserves, and nothing herein shall limit, preclude or impair the authority of the Association to establish other Accounts for specified purposes authorized by this Declaration. If the Association establishes any additional Accounts, the Executive Board shall designate an appropriate title for the Account to distinguish it from the other Accounts maintained by the Association. Each such Account shall be established as one or more trust savings or trust checking accounts at any financial institution in which deposits are insured by an agency of the federal government.

Section 5.3 Deposits of Common Assessments to Operating Account. Monies received by the Association from Common Assessments shall be deposited in the Operating Account.

Section 5.4 Other Deposits to Accounts. The Association shall deposit monies received by the Association from sources other than Common Assessments in the Account (if more than one then exists) determined by the Executive Board to be most appropriate. For example, Reimbursement Assessments shall be deposited to the Account from which the costs and expenses were or will be paid which form the basis for such Reimbursement Assessments; and Special Assessments for capital repairs, maintenance, replacement and improvements shall be deposited to a separate Account for reserves, if one exists. Interest and late charges received on account of delinquent assessments may be allocated among the Accounts in the same proportions as the delinquent assessments were allocated or, at the discretion of the Executive Board, may be allocated to any one or more of the Accounts.

Section 5.5 Disbursements from Operating Account. All amounts deposited in the Operating Account or other Accounts shall be used solely for the common benefit of all the Members for purposes authorized by this Declaration. Disbursements from particular Accounts shall be limited to specified purposes as follows: (a) disbursements from the Operating Account may be made for any purposes as are necessary or proper under this Declaration, except those purposes for which disbursements are to be made from any separate Account for reserves, if then existing; and (b) disbursements from any separate Account for reserves, if then existing, shall be made solely for purposes of funding those functions which cannot be expected to recur on an annual or more frequent basis and for the purposes of repairs, replacements, and other restorative work. If funds are accumulated in the Operating Account in excess of that required for operating expenses (and after all reserves have been funded), then the excess funds may be deposited into a savings or other similar account to allow for a higher rate of interest to be earned upon such funds.

Section 5.6 No Commingling of Accounts. The Association shall not commingle any amounts deposited in any one Account with amounts deposited in any other Account.

Section 5.7 Authority for Disbursements. The Executive Board shall have the authority to make or to authorize an agent to make disbursements of any monies in the Operating Account or other Accounts.

Section 5.8 Funding of Reserves. The Executive Board, in budgeting and levying assessments, shall endeavor, whenever possible, to fund reserves by regularly scheduled payments included as part of the Common Assessments, rather than by Special Assessments. Unless the Executive Board finds and determines that it is not necessary, the Common Assessments shall include a component for funding reserves.

Section 5.9 Common Assessments. For each calendar year, the Association shall levy Common Assessments against Owners of the Lots. Each Owner shall be obligated to pay the Common Assessments levied against, and allocated to, such Owner and the Lot of such Owner as hereinafter more particularly set forth.

Section 5.10 Apportionment of Common Assessments Assessment Units.
(a) For purposes of Common Assessments, each Lot shall constitute one (1) assessment unit regardless of the size, value, location or use of such Lot. Except as otherwise set forth in this Declaration, the amount of the Common Assessments for any calendar year, payable by an Owner for the Lot of such Owner, shall be computed by multiplying the total amount to be raised by Common Assessments for that calendar year, as shown in the Budget for that calendar year, by a fraction, the numerator of which is one (1) and the denominator of which is the total number of Lots in the Project Area as of the date of such calculation.

(b) If the Association determines that it is appropriate to do so: (i) any Common Expense or portion thereof benefiting fewer than all of the Lots shall be assessed exclusively against the benefited Lots, and (ii) the costs of utilities or services contracted for by the Association shall be assessed in proportion to usage. Without limiting the generality of the foregoing, the Executive Board, if it deems it appropriate to do so, shall assess Common Expenses which primarily benefit only Lots on which there are completed Dwelling Units, against the Lots on which, from time to time, a completed Dwelling Unit is located. Notwithstanding any provision of this Declaration to the contrary, if any Common Expense is caused by the misconduct of any Owner, the Association shall assess that expense exclusively against such Owner’s Lot.

(c) If any Lots are added to or withdrawn from the Project, the Shares of Common Expenses for all Lots within the Project after such withdrawal shall be recalculated in accordance with the formula set forth in Section 5.10(a) above.

Section 5.11 Supplemental Common Assessments. If the amounts levied as Common Assessments prove inadequate for any reason, including nonpayment of any Owner’s Common Assessments, the Executive Board may, from time to time, levy Supplemental Common Assessments. Such Supplemental Common Assessments shall be assessed against the Owner of each Lot, in the same manner Common Assessments are originally assessed each calendar year by the Executive Board. Written notice of any change in the amount of any annual Common Assessments resulting from the levy of Supplemental Common Assessments shall be sent to every Owner subject thereto, not less than thirty (30) days prior to the effective date of such change.

Section 5.12 Transfer Assessments. The Association shall have the authority to levy a transfer assessment against buyers of the Lots upon the transfer of title to any Lot; provided, however, that such assessment shall not exceed 1.5% of the purchase price of the Lot. Such assessment may be imposed and collected in any manner permitted by the Act.

Section 5.13 Annual Budgets.
(a) Prior to the first levy of a Common Assessment, and thereafter on or before October 1 of each calendar year, the Executive Board shall adopt a proposed annual Budget for the Association for the following calendar year that sets forth:
(i) the Executive Board’s estimates of Common Expenses for the next calendar year;
(ii) the amount of funds for such Common Expenses that the Executive Board proposes to raise through Common Assessments; and
(iii) the amount of funds for such Common Expenses that the Executive Board proposes to raise through Special Assessments.

(b) Within thirty days after adopting a proposed Budget, the Executive Board shall deliver a summary of the proposed Budget to the Owners and set a date for a meeting of the Owners to consider ratification of the proposed Budget. The date of such meeting shall not be less than fourteen days nor more than sixty days after the delivery of the summary of the proposed Budget to the Owners. Unless at that meeting a majority of the votes allocated to all Memberships, whether or not a quorum is present, rejects the proposed Budget, the proposed Budget shall be deemed ratified. If the proposed Budget is rejected, the annual Budget last ratified by the Owners shall be deemed renewed for the next calendar year and shall remain in full force and effect until such time as the Owners ratify a subsequent Budget proposed by the Executive Board.

(c) If the Executive Board deems it necessary or advisable to amend an annual Budget that has been ratified by the Owners under this Section 5.13 above, the Executive Board may adopt a proposed amendment to the annual Budget, deliver a summary of the proposed amendment to all Owners and set a date for a meeting of the Owners to consider ratification of the proposed amendment. The date of such meeting shall not be less than fourteen days nor more than sixty days after the delivery of the summary of the proposed amendment. Unless at that meeting a majority of the votes allocated to all Memberships, whether or not a quorum is present, rejects the proposed amendment, the proposed amendment shall be deemed ratified.

Section 5.14 Commencement of Common Assessments. Common Assessments of the Association shall commence as to each Lot within the Project Area on the date of Recordation of the first deed conveying the Lot. Upon Recordation of the first deed conveying the Lot, the Common Assessments for the then current calendar year shall be prorated on the basis of the number of days in such calendar year remaining from the date of commencement of such Common Assessments to the end of such calendar year.

Section 5.15 Payments of Assessments. Common Assessments shall be due and payable in advance to the Association by the assessed Member in such manner and on such dates as the Executive Board may designate, in its sole and absolute discretion; provided, however, that in no event shall the Executive Board require payment of Common Assessments more than once each calendar month. Notice of the amount of the Common Assessments shall be given to each Member prior to the first day of each calendar year.

No abatement of Common Assessments or any other Assessment shall be claimed or allowed for inconvenience or discomfort arising from the making of repairs or improvements to Common Area, from any action taken to comply with any law or any determination of the Executive Board or for any other reason.

Section 5.16 Failure to Fix Assessment. The failure by the Executive Board to levy an Assessment for any calendar year shall not be deemed a waiver or modification with respect to any of the provisions of this Declaration or a release of the liability of any Member to pay Assessments, or any installment thereof, for that or any subsequent calendar year.

Section 5.17 Special Assessment for Capital Expenditures. In addition to Common Assessments, the Executive Board may, subject to the provisions of this Section, levy Special Assessments for the purpose of raising funds, not otherwise provided under the Budget from Common Assessments, to construct or reconstruct, maintain, repair or replace improvements upon any portion of the Common Area or Easement Area, including the costs of necessary personal property related thereto, or to provide for necessary facilities and equipment to offer the services authorized in this Declaration. The Executive Board shall not levy Special Assessments without the vote of Members of the Association representing at least sixty percent (60%) of the voting power residing in the Owners of Lots subject to the Special Assessments. The Association shall notify Members in writing of the amount of any Special Assessment and of the manner in which, and the dates on which, any such Special Assessment is payable and the members shall pay any such Special Assessment in the manner so specified.

Section 5.18 Reimbursement Assessments. The Executive Board may, subject to the provisions hereof, levy an Assessment against any Member of the Association if the willful or negligent failure of the Member or a Person claiming through the Member to comply with this Declaration, the Articles or the Bylaws or rules and regulations adopted by the Association or the Design Review Committee shall have resulted in the expenditure of funds to cause such compliance. Such Assessments shall be known as Reimbursement Assessments and shall be levied only after Notice and Hearing as defined in this Declaration. The amount of the Reimbursement Assessments shall be due and payable to the Association fifteen (15) days after notice to the Member of the decision of the Executive Board that the Assessment is owing.

Section 5.19 Late Charges and Interest. If any Common Assessments, Special Assessments, Supplemental Assessments or Reimbursement Assessments or any installment thereof is not paid within fifteen (15) days after it is due, the Member obligated to pay the Assessment may be required to pay a reasonable late charge to be determined by the Executive Board. Any Assessment or installment of an Assessment which is not paid within fifteen (15) days after the date of any notice of default given under Section 5.20 and prior to the Recordation of Notice of Lien under Section 5.23 hereof shall bear interest from the date such Assessment became due and payable at the annual rate of eighteen percent (18%).

Section 5.20 Notice of Default and Acceleration of Assessments. If any Common Assessments, Special Assessments, Supplemental Assessments or Reimbursement Assessments or any installment thereof is not paid within fifteen (15) days after its due date, the Executive Board may mail a notice of default to the Owner and to each First Mortgagee of the Lot who has requested a copy of the notice. The notice shall specify (a) the fact that the installment is delinquent; (b) the action required to cure the default; (c) a date, not less than fifteen (15) days from the date the notice is mailed to the Member, by which such default must be cured; and (d) that a failure to cure the default on or before the date specified in the notice may result in acceleration of the balance of the Assessment or in the installments of the Assessment for the then current calendar year and the filing and foreclosure of the lien for the Assessment against the Lot of the Member. If the delinquent Assessment or installment and any late charges or interest thereon are not paid in full on or before the date specified in the notice, the Executive Board, at its option, may declare all of the unpaid balance of the Assessment to be immediately due and payable without further demand and may enforce the collection of the full Assessment and all charges and interest thereon in any manner authorized by law or in this Declaration, subject to the protection afforded to Mortgagees under this Declaration.

Section 5.21 Remedies to Enforce Assessments. Each Assessment levied hereunder shall be a separate, distinct and personal debt and obligation of the Owner or Member against whom the same is assessed. In the event of a default in payment of any Assessment or installment thereof, whether Common, Special, Supplemental or Reimbursement, the Executive Board may, in addition to any other remedies provided under this Declaration or by law, enforce such obligation on behalf of the Association by suit or by filing and foreclosure of a lien as hereinafter provided.

Section 5.22 Lawsuit to Enforce Assessments. The Executive Board may bring a suit at law to enforce any Assessment obligation. Any judgment rendered in such action shall include any late charge, interest and other costs of enforcement including reasonable attorneys’ fees in the amount as the court may adjudge, against the defaulting Owner or Member.

Section 5.23 Lien to Enforce Assessments. The Executive Board may also elect to file a claim of lien against the Lot of the delinquent Owner or Member by Recording a notice (“Notice of Lien”) setting forth (a) the amount of the claim of delinquency, (b) the interest and costs of collection which have accrued thereon, (c) the legal description and street address of the Lot against which the lien is claimed and (d) the name of the Record Owner thereof. Such Notice of Lien shall be signed and acknowledged by an officer of the Association or other duly authorized agent of the Association. The lien shall continue until the amounts secured thereby and all subsequently accruing amounts are fully paid or otherwise satisfied. When all amounts claimed under the Notice of Lien and all other costs and assessments which may have accrued subsequent to the filing of the Notice of Lien have been fully paid or satisfied, the Association shall execute and Record a notice releasing the lien upon payment by the Owner of a reasonable fee as fixed by the Executive Board to cover the cost of preparing and recording the release of the lien. Unless paid or otherwise satisfied, the lien may be foreclosed in the manner for foreclosure of Mortgages in the State of Colorado. Such lien shall have the priority specified in Section 316 of the Act.

Section 5.24 Estoppel Certificates. Upon the payment of such reasonable fee as may be determined from time to time by the Executive Board, and upon the written request of any Member and any Person with, or intending to acquire, any right, title or interest in the Lot of such Member, the Association shall furnish, within 10 days after the receipt of such a request, a written statement setting forth the amount of any Assessments or other amounts, if any, due and accrued and then unpaid with respect to a Lot and the Owner thereof and setting forth the amount of any Assessments levied against such Lot which is not yet due and payable. Such statement shall, with respect to the Person to whom it is issued, be conclusive against the Association and all Persons for all purposes, that no greater or other amounts were then due or accrued and unpaid and that no other Assessments have been levied under or pursuant to this Declaration.

Section 5.25 No Offsets. All Assessments shall be payable in the amounts specified in the levy thereof, and no offsets or reduction thereof shall be permitted for any reason including, without limitation, any claim that the Association or the Executive Board is not properly exercising its duties and powers under this Declaration.

Section 5.26 Reserve Fund. At the closing of the first sale of each Lot within the Project Area, the purchaser shall make a contribution to the Association in an amount equal to one-quarter of the annual Common Assessment payable by such Lot as of the date of sale, which funds shall be held by the Association as a working capital reserve fund. The Association shall have no obligation to pay interest on such contribution to any Owner. Such working capital reserve fund shall be maintained in a segregated Account for the use and benefit of the Association as it deems desirable, including but not limited to assuring that the Executive Board will have cash available to meet unforeseen expenditures or to acquire additional equipment or services deemed by the Executive Board to be necessary or desirable. Such contribution to the working capital reserve fund shall not relieve an Owner from making payment of Common Assessments as the same become due, including the first Common Assessments payable. An Owner who has made such contribution to the working capital reserve fund shall, upon transfer by such Owner of his Lot, be entitled to a credit from the transferee (but not from the Association) for such contribution.

ARTICLE VI
EXECUTIVE BOARD

Section 6.1 Number and Election of Directors. The Executive Board shall consist of not less than three and not more than five Directors. Subject to such limitations, the number of Directors shall be three until changed by resolution of the Executive Board. Directors shall be appointed or elected as provided in Section 6.3 below.

Section 6.2 Powers of the Executive Board.
(a) Except as provided in this Declaration, the Articles and the Bylaws, the Executive Board may act on behalf of the Association in all instances.
(b) The Executive Board may not act on behalf of the Association to:
(i) amend this Declaration;
(ii) terminate the Association, this Declaration or the Project;
(iii) elect Directors to the Executive Board, other than to fill a vacancy for the unexpired portion of any Director’s term; or
(iv) determine the qualifications, powers and duties, or terms of office, of Directors.

Section 6.3 Declarant Control Period.
(a) Subject to the terms and conditions of Section 6.3(b) and (c) below, but notwithstanding anything else to the contrary contained in this Declaration, the Articles or the Bylaws, Declarant shall have the exclusive right to appoint and remove all Directors and Officers during the Declarant Control Period. The phrase “Declarant Control Period” means the longer of the periods described in clauses (i) and (ii) below, specifically: (i) the longest period permitted by the Act during which Declarant shall be entitled to appoint and remove all Directors and Officers; and (ii) the period commencing on the date on which Declarant forms the Association and ending on the earliest to occur of:

(i) sixty days after conveyance to purchasers (other than a declarant, as such term is defined in the Act) of 75 percent of the total number of Lots that may be created by Declarant under this Declaration;

(ii) two years after the last conveyance of a Lot by Declarant or a Successor Declarant in the ordinary course of business; or

(iii) two years after any right to add new Lots was last exercised.

(b) Declarant may voluntarily surrender its right to appoint and remove Directors and Officers prior to the expiration of the Declarant Control Period, but, in that event, Declarant may require, for the remainder of the Declarant Control Period, that specific actions of the Association or the Executive Board, as described in a Recorded instrument executed by Declarant, be approved by Declarant before they become effective.

(c) Notwithstanding anything to the contrary contained in Section 6.3(a) above, not later than sixty days after the conveyance to purchasers (other than a declarant, as such term is defined in the Act) of 25 percent of the Lots that may be created under this Declaration, one Director appointed by Declarant shall be replaced with a Director elected by Members other than Declarant. Such Director shall take office upon election.

(d) Not later than the expiration of the Declarant Control Period, the Members shall elect the Executive Board, at least a majority of whom must be Members other than Declarant or designated representatives of Members other than Declarant. Such Directors shall take office upon election.

Section 6.4 Removal of Directors. Notwithstanding any provision of this Declaration, the Articles or Bylaws to the contrary, the Members, by a 67 percent vote of all Memberships represented and entitled to vote at any meeting at which a quorum is present, may remove any Director, with or without cause, other than a Director appointed by Declarant during the Declarant Control Period.

Section 6.5 No Compensation of Directors. No Director shall have the right to receive any compensation from the Association for serving as such Director except reimbursement of expenses as may be approved by resolution of disinterested members of the Executive Board.

ARTICLE VII
DUTIES and POWERS of the ASSOCIATION

Section 7.1 General Duties and Powers of the Association. The Association has been formed to further the common interests of the Members of the Association. The Association, acting through its Executive Board or Persons to whom the Board has delegated such powers, shall have the duties and powers hereinafter set forth and, in general, the power to do anything that may be necessary or desirable to further the common interests of the Members of the Association, to own, maintain, improve and enhance Common Area; maintain, improve and enhance Easement Area; and to improve and enhance the attractiveness and desirability of the Project Area.

Section 7.2 Duty to Accept Common Area, Easements, Property and Facilities Transferred by Declarant. Declarant shall cause the Common Area to be conveyed to the Association prior to the first conveyance by Declarant of any Lot; any Common Area that is hereafter created in any portion of the Annexable Area that is made subject to this Declaration shall be conveyed to the Association by Declarant prior to the first conveyance by Declarant of any Lot that is created in the portion of the Annexable Area that is made subject to this Declaration. The Association shall accept title to, and the obligations in connection with, Common Area and the easements for the benefit of the Association as contained herein, and title to any personal property or equipment transferred to the Association by Declarant, together with the responsibility to perform all of the functions set forth in this Declaration in connection therewith.

Section 7.3 Duty to Manage and Care for Common Area and Easement Area. Upon commencement of Assessments, the Association shall manage, operate, care for, maintain and repair the Common and Easement Areas and all improvements located thereon, excluding permitted improvements constructed by an Owner within the Easement Area upon such Owner’s Lot. The obligations of the Association under the preceding sentence shall include, but not be limited to, the duty to create, manage, operate, care for, maintain, repair and replace all Trails and Recreational Areas located in the Easement Area, and to perform snow removal from such Driveways as the Association shall deem necessary or desirable to provide reasonable access, ingress and egress to each Dwelling Unit, Trail and Recreational Area within the Project Area. The Association shall keep the Common Area, Trails and Recreational Areas in a good and clean condition for the use and enjoyment of the Owners of Lots within the Project Area. If the Association is required to incur costs and expenses of maintenance, repair or care for any of the foregoing due to the willful or negligent act or failure to act of an Owner or a Related User of an Owner, the amounts incurred shall be payable by such Owner to the Association, secured by a lien as hereinafter provided in this Declaration. If parking areas, if any, walks, Trails, utilities, or any other improvements have not been installed by Declarant in the Common Area when such Common Area is conveyed to the Association or Easement Area within a Lot when such Lot is sold to an Owner, Declarant, for itself, its successors and assigns, excepts and reserves an easement on, over, across and under such Common Area or Easement Area as may be necessary for the installation of parking areas, if any, walks, Trails, utilities, or other improvements.

Section 7.4 Duty to Pay Taxes and Assessments. The Association shall be obligated to pay all taxes and assessments levied on any property or facilities transferred to or acquired and owned by the Association except taxes and assessments applicable to the period prior to transfer of such property or facilities by Declarant which shall be prorated as of the time of such transfer and paid by Declarant. The Association may contest the validity or applicability of any such taxes, assessments or impositions so long as such contest does not jeopardize the title of the Association to any such property or facilities.

Section 7.5 Duty to Provide for Trash Removal. The Association may arrange for such trash removal services as the Executive Board deems appropriate from time to time, including but not limited to, contracting for trash pickup services or common dumpsters. However, the Association shall not be responsible for trash removal from any Lot on which a Dwelling Unit is in the process of being constructed or on which a Dwelling Unit has been constructed but has not been occupied as a residence; the Association shall require the contractor building such Dwelling Unit to be responsible for and to provide removal of construction debris and trash from such Lot. The Association may promulgate, and each Owner shall be bound by and comply with, such rules and regulations regarding trash removal service as the Association may reasonably desire, including regulations regarding the days and hours during which trash and solid waste may be collected or put out for collection and the location upon any Lot of trash dumpsters or other trash collection device.

Section 7.6 Duty to Maintain Casualty Insurance on Common Area. The Association shall obtain and keep in full force and effect at all times, to the extent reasonably obtainable at a reasonable cost, casualty, fire and extended coverage insurance with respect to all insurable improvements to real property owned by the Association, if any, including coverage for vandalism and malicious mischief and, if available and if deemed appropriate, coverage for flood, earthquake and war risk. Casualty, fire and extended coverage insurance with respect to insurable property shall, to the extent reasonably obtainable, be for the full insurable value based on current replacement cost. Insurance premiums for such insurance and any other insurance premiums paid by the Association shall be an expense to be included in the Common Assessments payable by Members. Such insurance shall be written in the name of, and the proceeds thereof shall be payable to the Association as the trustee and attorney-in-fact for the Members, and in the event of damage or destruction to any insured improvements, the proceeds of such insurance shall be applied by the Association, to the extent necessary, to cause the damaged or destroyed improvements to be restored or replaced to its original condition.

Section 7.7 Duty to Maintain Liability Insurance. The Association shall obtain and keep in full force and effect at all times, to the extent reasonably obtainable, broad form commercial liability insurance covering public liability of the Association for bodily injury and property damage including, if the Association owns or operates motor vehicles, public liability for bodily injury and property damage arising as a result of the ownership and operation of motor vehicles. Public liability insurance shall, to the extent reasonably obtainable at a reasonable cost, have limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate.

Section 7.8 General Provisions Respecting Insurance. Insurance obtained by the Association may contain such deductible provisions as the Executive Board deems appropriate. Insurance obtained by the Association shall, to the extent reasonably possible without undue cost, contain a waiver of rights of subrogation as against the Association, each Member and any Person claiming by, through or under such Member and as against any officer, director, agent or employee of any of the foregoing. Insurance obtained by the Association shall, to the extent reasonably possible, and provided Declarant reimburses the Association for any additional premium payable on account thereof, name Declarant as an additional insured and shall contain a waiver of rights of subrogation as against Declarant. Insurance policies and insurance coverage shall be reviewed at least annually by the Executive Board to ascertain whether coverage under the policies is sufficient in light of the possible or potential liabilities of the Association. Casualty, fire and extended coverage insurance may be provided under blanket policies.

Section 7.9 Fidelity Bonds Required. To the extent it is reasonably practical to do so without undue cost, the Association shall obtain and keep in force at all times a fidelity bond or bonds for every Person handling funds of the Association including, but not limited to, employees of any Manager. Each such bond shall name the Association as obligee and shall not be less than the estimated maximum of funds, including reserve funds, in the custody of the Association or the Manager, as the case may be, at any given time during the term of each bond. However, in no event may the aggregate amount of such bonds be less than a sum equal to two (2) months’ aggregate assessments on all Dwelling Units plus reserve funds.

Section 7.10 Other Insurance and Bonds. To the extent it is reasonably practical to do so without undue cost, the Association shall obtain such other insurance as may be required by law and shall have the power to obtain such other insurance and such fidelity, indemnity or other bonds as the Association shall deem necessary or desirable.

Section 7.11 Insurance and Bonds Required by Government Mortgage Agencies. To the extent it is reasonably practical to do so without undue cost, the Association shall obtain and keep in full force and effect such insurance and bonds as may be required by Government Mortgage Agencies to the extent that any such Government Mortgage Agency holds, or has agreed to insure or to guarantee, any Mortgage on any Lot within the Project Area, except to the extent such insurance or bond is not available or has been waived in writing by such Government Mortgage Agency.

Section 7.12 Duty to Prepare Budgets. The Association shall prepare Budgets for the Association as elsewhere provided in this Declaration.

Section 7.13 Duty to Levy and Collect Assessments. The Association shall levy and collect Assessments as elsewhere provided in this Declaration.

Section 7.14 Duty to Provide Accounting. The Association shall prepare an annual accounting of the accounts of the Association. If required by a Government Mortgage Agency such accounting shall be an independent audit. Copies of such accounting and the report of any such audit shall be made available to any Member who requests a copy of the same upon payment by such Member of the reasonable cost of copying the same.

Section 7.15 Duties with Respect to Design Review Committee. The Association shall perform functions to assist the Design Review Committee, as provided in ARTICLE IX of this Declaration.

Section 7.16 Power to Acquire Property and Construct Improvements. The Association may acquire property or interests in property for the common benefit of Owners, including improvements and personal property. The Association may construct improvements on the property and may demolish improvements owned by the Association.

Section 7.17 Power to Adopt Rules and Regulations. The Association may adopt, amend, repeal and enforce rules and regulations as may be deemed necessary or desirable with respect to the interpretation and implementation of this Declaration, the operation of the Association, and the use of any property within the Project Area, including Lots. Any such rules and regulations shall be reasonable and uniformly applied. Such rules and regulations shall be effective only upon adoption by the Executive Board. Notice of the adoption, amendment or repeal of any rule or regulation shall be given in writing to each Member of the Association at the address for notices to Members as elsewhere provided in this Declaration or by the Bylaws, and copies of the currently effective rules and regulations shall be made available to each Member upon request and payment of the reasonable expense of copying the same. Each Member shall comply with such rules and regulations and shall see that Related Users comply with such rules and regulations. Such rules and regulations shall have the same force and effect as if they were set forth in and were part of this Declaration. In the event of conflict between the rules and regulations and the provisions of this Declaration, the provisions of this Declaration shall prevail.

Section 7.18 Power to Enforce Declaration and Rules and Regulations. The Association shall have the power to enforce the provisions of this Declaration and of its Rules and Regulations and shall take such action as the Executive Board deems necessary or desirable to cause such compliance by each Member of the Association and each Related User. Without limiting the generality of the foregoing, the Association shall have the power to enforce the provisions of this Declaration and of Rules and Regulations of the Association by any one or more of the following means: (a) by entry upon any property within the Project Area after Notice and Hearing as defined in this Declaration (unless a bona fide emergency exists), without liability to the Owner thereof, for the purpose of enforcement or causing compliance with this Declaration or Rules and Regulations of the Association; (b) by commencing and maintaining actions and suits to restrain and enjoin any breach or threatened breach of the provisions of this Declaration or the Rules and Regulations of the Association, by mandatory injunction or otherwise; (c) by commencing and maintaining actions and suits to recover damages for breach of any of the provisions of this Declaration or the Rules and Regulations of the Association; (d) by suspension, after Notice and Hearing as defined in this Declaration, of the voting rights of a Member of the Association during and for up to sixty (60) days following any breach of such Member or a Related User of such Member of this Declaration or such Rules and Regulations, unless the breach is a continuing breach in which case such suspension shall continue for so long as such breach continues; (e) by levying and collecting, after Notice and Hearing as defined in this Declaration, a Reimbursement Assessment against any Member of the Association for breach of this Declaration or such Rules and Regulations by such Member or a Related User of such Member; and (f) by levying and collecting, after Notice and Hearing as defined in this Declaration, reasonable and uniformly applied fines and penalties, established in advance in the Rules and Regulations of the Association, from any Member of the Association for breach of or failure to comply with this Declaration or such Rules and Regulations by such Member or a Related User of such Member.

Section 7.19 Power to Provide Special Services for Members. The Association shall have the power to provide services to a Member or group of Members. Any service or services to a Member or group of Members shall be provided pursuant to an agreement in writing, or through one or more Supplemental Declarations, which shall provide for payment to the Association by such Member or group of Members of the reasonably estimated costs and expenses of the Association of providing such services, including a fair share of the overhead expenses of the Association and shall contain reasonable provisions assuring that the obligation to pay for such services shall be binding upon any heirs, personal representatives, successors and assigns of the Member or group of Members and that the payment for such services shall be secured by a lien on the property of the Member or group of Members. Any such agreement or Supplemental Declaration may provide that payments to the Association for special services shall be payable by Members benefited on the basis of usage or on the basis of the number of Lots benefited by the special services.

Section 7.20 Power to Employ Managers. The Association shall have the power to retain and pay for the services of a Manager or Managers to undertake any of the management or functions for which the Association has responsibility under this Declaration to the extent deemed advisable by the Association, and may delegate any of its duties, powers or functions to any such Manager. Any contract or agreement with any such Manager shall be terminable by the Association for cause on no more than thirty (30) days prior written notice, and shall be terminable by the Association without cause and without payment of a termination fee on no more than thirty (30) days prior written notice. Any such contract or agreement shall be for a term of no more than one (1) year but may be subject to renewal for succeeding terms of no more than one (1) year each. Notwithstanding any delegation to a Manager of any duties, powers or functions of the Association, the Association and its Executive Board shall remain ultimately responsible for the performance and exercise of such duties, powers and functions. Any agreement or contract with a Manager shall contain any other provisions which are required to be contained therein by any Government Mortgage Agency to the extent that any such Government Mortgage Agency holds, or has agreed to insure or to guarantee, any Mortgage on any Lot within the Project Area.

Section 7.21 Power to Engage Employees, Agents and Consultants. The Association shall have the power to hire and discharge employees and agents and to retain and pay for legal and accounting services as may be necessary or desirable in connection with the performance of any duties or the exercise of any powers of the Association under this Declaration.

Section 7.22 Power to Perform Forest Management and Wildfire Mitigation. The Association shall have the power to perform, or cause to be performed, such forest management and wildfire mitigation measures anywhere within the Project Area (including without limitation, inspection, tree removal, pruning, planting, removal of brush and debris, create fire breaks and spray) as the Association may from time to time deem necessary or desirable.

Section 7.23 Power to Perform Dust Mitigation Measures. The Association shall have the power to perform, or cause to be performed, such dust mitigation measures anywhere within the Project Area (including, without limitation, treatment of driveways with dust suppressant) as the Association may from time to time deem necessary or desirable.

Section 7.24 General Corporate Powers. The Association shall have all of the ordinary powers and rights of a Colorado corporation formed under the Colorado Revised Nonprofit Corporation Act, including, without limitation, entering into partnership and other agreements, subject only to such limitations upon such powers as may be set forth in this Declaration or in the Articles or Bylaws. The Association shall also have the power to do any and all lawful things which may be authorized, required or permitted to be done under this Declaration or the Articles or Bylaws and to do and perform any and all acts which may be necessary or desirable for, or incidental to, the exercise of any of the express powers or rights of the Association under this Declaration and the Articles and Bylaws.

Section 7.25 Legal Action. Notwithstanding any provision of this Declaration to the contrary, the Association is not empowered to institute or conduct any legal action that fails to comply with the requirements and limitations, if any, stated in its Articles of Incorporation.

ARTICLE VIII
OWNERS INSURANCE

Section 8.1 Insurance by Owners.
(a) Casualty Insurance. Each Owner shall be responsible for obtaining and keeping in full force and effect at all times casualty insurance with respect to the Dwelling Unit of such Owner for the full replacement value thereof based on current replacement cost, including coverage for fire and extended coverage, vandalism and malicious mischief and, if available, and if deemed appropriate by the Executive Board, flood, earthquake or war risk coverage. In the event of damage or destruction to any Dwelling Unit, the Owner of such Dwelling Unit shall promptly cause the damaged or destroyed Dwelling Unit to be restored or replaced to its original condition (or such other condition as may be approved in writing by the Architectural Review Committee). The cost and expenses of the restoration or demolition of a damaged or destroyed Dwelling Unit which exceed the available insurance proceeds shall be paid by the Owner of the Dwelling Unit.

(b) Other Insurance. Each Owner shall be responsible for obtaining all such other insurance such Owner deems desirable, including insurance covering accessory structures not part of the Dwelling Unit, contents, furnishings, fixtures and other property of any kind belonging to such Owner, and covering personal liability of that Owner and that Owner’s Related Users.

(c) Insurance Provisions. Any insurance policy obtained by an Owner shall, to the extent possible at reasonable cost, contain a waiver of the right of subrogation by the insurer as to any claim against the Association, its officers, directors, agents and employees and against other Owners and their Related Users. A copy of any insurance policy obtained by an Owner shall be furnished to the Association upon request of the Association.

ARTICLE IX
DESIGN REVIEW

Section 9.1 General. All Improvements are subject to standards for design, landscaping and aesthetics adopted pursuant to this Article 9 (“Design Guidelines”) and the approval procedures set forth in this Article 9, except as may be provided otherwise in this Article 9 or the Design Guidelines. No Owner other than Declarant may, without the prior written approval of the Design Reviewer, make any Improvements. No prior approval of the Design Reviewer is necessary to repaint the exterior of an existing structure using the color scheme for such structure most recently approved by the Design Reviewer or to rebuild or restore any damaged structure in a manner consistent with the plans and specifications most recently approved for such structure by the Design Reviewer. In addition, no approval is required for work done to the interior of a structure, except that window coverings visible from outside of the structure and modifications to the interior of screened porches, patios and any other portions of a structure that are visible from outside of the structure do require prior written approval of the Design Reviewer. This Article 9 shall not apply to the Association’s activities during the Development and Sale Period or to Declarant’s design and construction activities at any time.

Section 9.2 Design Review Authority.
(a) Declarant. Until the expiration of the Development and Sale Period, Declarant shall have exclusive authority to: (i) promulgate, modify, amend and withdraw Design Guidelines from time to time; (ii) to review and act upon all applications for review of proposed Improvements; and (iii) to grant variances from the application of the Design Guidelines. Declarant may designate one or more Persons to act on its behalf in reviewing any application. In taking any or all of the actions described in clauses (i), (ii) and (iii) above, Declarant and its designee act solely in Declarant’s interest and owe no duty to any other Person or the Association. From time to time, Declarant may delegate any or all of its rights under this Article 9 to other Persons or groups of persons, including the Design Review Committee appointed pursuant to Section 9.2(b). Any such delegation shall be in writing, shall specify the scope of responsibilities delegated, and shall be subject to: (1) Declarant’s right to revoke such delegation at any time and reassume its prior control; and (2) Declarant’s right to veto any decision which it determines, in its sole and absolute discretion, to be inappropriate or inadvisable; provided, however, that Declarant has no duty to any other Person or to the Association to veto any decision. So long as Declarant has any rights under this Article 9, the jurisdiction of any other Person or the Association with respect to the review and/or approval of proposed Improvements and the other matters covered by this Article 9 shall be limited to such matters, if any, as Declarant specifically delegates.

(b) Design Review Committee.
(i) Upon termination of Declarant’s rights under this Article 9, the Executive Board shall appoint a Design Review Committee to assume jurisdiction over matters covered by this Article 9. In addition, if Declarant delegates authority pursuant to Section 9.2(a) to the Design Review Committee, the Executive Board shall appoint a Design Review Committee to assume jurisdiction over the matters within the scope of such delegation.

(ii) The Design Review Committee shall consist of three, five or seven persons (as determined by the Executive Board) who shall serve and may be removed and replaced in the discretion of the Executive Board. The Executive Board may also appoint alternate members of the Design Review Committee to act when there is not a quorum of regular members of the Design Review Committee. The regular term of office for each member of the Design Review Committee shall be one year. Any such member may be removed with or without cause by the Executive Board at any time by written notice. A successor appointed to fill any vacancy on the Design Review Committee shall serve the remainder of the term of the former member. Members of the Design Review Committee need not be Owners or representatives of Owners. The Design Review Committee may, but need not, include architects, engineers or similar professionals.

(iii) Until expiration of Declarant’s rights under this Article 9, the Design Review Committee shall notify Declarant in writing within three business days of any action (i.e., approval, partial approval or disapproval) it takes under this Article 9. A copy of the application and any additional information Declarant may require shall accompany the notice. Declarant shall have 10 business days after receipt of such notice to veto any such action, in its sole and absolute discretion, by written notice to the Design Review Committee.

(iv) Unless and until such time as Declarant delegates all or a portion of its reserved rights to the Design Review Committee or until Declarant’s rights under this Article 9 expire, the Association shall have no jurisdiction over the review and/or approval of proposed Improvements and the other matters covered by this Article 9.

(c) Design Reviewer. For purposes of this Article 9, the Person having jurisdiction in a particular case shall be referred to as the “Design Reviewer.” The Design Reviewer may be Declarant, Declarant’s designee, a Person or group of Persons to whom Declarant has delegated authority or the Design Review Committee.
Section 9.3 Design Review Committee Procedures, Guidelines and Rules.

(a) Design Review Committee Operation. The Design Review Committee shall select its own chairman and vice-chairman from among its members. The chairman or, in the chairman’s absence, the vice-chairman shall be the presiding officer of its meetings. In the absence of both the chairman and the vice-chairman from a meeting, the members present shall appoint a member to serve as acting chairman at such meeting. If a Design Review Committee is appointed, it shall meet from time to time as necessary to perform its duties hereunder. Meetings shall be held upon call of the chairman or vice-chairman at the offices of the Association or at such other location as shall be selected by the chairman. A majority of members shall constitute a quorum for the transaction of business. An alternate member may participate at any meeting at which there is not a quorum and shall have all of the authority of a regular member while so participating. In the absence of a quorum, a lesser number may adjourn any meeting to a later time or date. The affirmative vote of a majority of the members of the Design Review Committee shall constitute the action of the Design Review Committee on any matter before it. The Design Review Committee may establish guidelines or rules and regulations with respect to its operation and with respect to procedures, materials to be submitted and additional factors that will be taken into consideration in connection with the review of any application for approval of any proposed Improvement. Unless limited by any delegation by Declarant, such guidelines or rules and regulations may specify circumstances under which the strict application of limitations or restrictions under this Declaration may, in the sole and absolute discretion of the Design Review Committee, be waived or deemed waived in whole or in part because strict application of such limitations or restrictions would be unreasonable or unduly harsh under the circumstances. Unless limited by any delegation by Declarant, such guidelines or rules and regulations may also waive the requirement for approval of certain Improvements or exempt certain Improvements from the requirement for approval if, in the sole and absolute discretion of the Design Review Committee, such approval is not reasonably required to carry out the purposes of this Declaration. Such guidelines or rules may elaborate or expand upon the provisions herein relating to procedures and criteria for approval. A copy of the Design Review Committee’s guidelines or rules and regulations, if any, shall be filed with the Secretary of the Association and shall be maintained in the records of the Association and shall be subject to inspection by all Owners and Mortgagees. Notwithstanding any provision of this Article 9 or this Declaration to the contrary, any guidelines or rules and regulations of the Design Review Committee shall apply only to an application for approval of an Improvement for which the Design Review Committee is the Design Reviewer and shall not in any manner limit or impair Declarant’s right to veto the action of the Design Review Committee pursuant to Section 9.2(b).

(b) Professionals. The Design Review Committee is hereby authorized to retain, at the expense of the Association (subject to reimbursement by the Applicant as provided in Section 9.5(c)), the services of one or more consulting architects, landscape architects, engineers, urban designers or other professionals to advise and assist the Design Review Committee in performing the design review functions prescribed in this Article 9.

(c) Design Review Committee Representative. The Design Review Committee may, from time to time, by resolution in writing adopted by a majority of the members, designate a Design Review Committee Representative (who may, but need not, be one of its members) to take any action or perform any duties for or on behalf of the Design Review Committee, except the granting of approval to any Improvement and the granting of variances. The action of such Design Review Committee Representative within his or her authority or the written consent or the vote of a majority of the members of the Design Review Committee shall constitute action of the Design Review Committee.

(d) Records of Actions. The Design Review Committee shall report in writing to the Executive Board all final action of the Design Review Committee and the Executive Board shall keep a record of such reported action for a period of 24 months after receiving such report.

(e) Submission of Material. Any material to be submitted or notice given to the Design Review Committee shall be submitted at the office of the Association.

Section 9.4 Design Guidelines.
(a) Declarant’s Authority. Declarant may prepare the initial Design Guidelines. Design Guidelines may exempt certain Improvements from the approval requirements of this Declaration, and may waive strict application of the limitations and restrictions of this Declaration, particularly where application thereof would be unreasonable or unduly harsh under the circumstances. Design Guidelines may expand upon the provisions of this Declaration relating to procedures and criteria for approval, and may specify rules and regulations pertaining to the construction of Improvements. Design Guidelines shall have the same force and effect as if they were set forth in this Declaration, but the terms of this Declaration shall prevail in the event of any conflict. In Declarant’s sole and absolute discretion, Design Guidelines may be recorded, in which event the recorded version, as it may be amended from time to time, shall control in the event of any dispute as to which version of the Design Guidelines was in effect at any particular time. In Declarant’s sole and absolute discretion, the effect of Recordation of any Design Guidelines may be terminated at any time upon the recording of an instrument terminating such recording.

(b) Amendments. Declarant shall have sole and full authority to amend the Design Guidelines for so long as it has review authority under Section 9.2(a). Declarant’s right to amend the Design Guidelines shall continue even if Declarant delegates reviewing authority to the Design Review Committee or to any other Person or group of Persons, unless Declarant also delegates the power to amend the Design Guidelines. No delegation of the power to amend the Design Guidelines shall be inferred, unless the delegation of such power is explicit and expressly refers to this Section 9.4(b). Upon expiration of Declarant’s rights under this Article 9, the Design Review Committee may amend the Design Guidelines with the consent of the Executive Board. In addition, any new Design Guidelines adopted by a Design Review Committee after the Development and Sale Period shall require the consent of the Executive Board. Amendments to the Design Guidelines shall apply prospectively only. Amendments shall not require modifications to or removal of any structures previously approved once the approved construction or modification has begun. However, any work on such structures that was not described in the plans or other materials previously approved by the Design Reviewer must comply with the Design Guidelines as amended. There shall be no limitation on the scope of amendments to the Design Guidelines, except that amendments to the Design Guidelines may not address the interior of any structure, except with respect to window coverings and the interior of screened porches, patios and any other portions of a structure that are visible from outside of the structure. Amendments to the Design Guidelines may eliminate requirements previously imposed or otherwise make the Design Guidelines less restrictive.

(c) Acknowledgment by Owners. By accepting title to any Dwelling Unit or any other property within the Project Area, an Owner acknowledges and agrees that the Design Guidelines are intended to provide guidance to Owners, architects and contractors regarding matters of particular concern to the Design Reviewer. The Design Guidelines are not the exclusive basis for the Design Reviewer’s decisions, and compliance with the Design Guidelines does not guarantee approval. The Design Reviewer shall make the Design Guidelines available to Owners and their architects and contractors upon request.

Section 9.5 Design Review.
(a) Submission of Application. Prior to commencement of work to accomplish any proposed Improvement the Person proposing to make such Improvement (“Applicant”) shall submit to the Design Reviewer at its offices (which, for the Design Review Committee, shall be the offices of the Association) a written application for approval, which must be accompanied by such descriptions, surveys, plot plans, drainage plans, elevation drawings, construction plans, specifications, samples of materials and colors, and other information as the Design Reviewer and/or the Design Guidelines require. The Design Reviewer may require submission of additional plans, specifications or other information prior to approving or disapproving the proposed Improvement. Until receipt by the Design Reviewer of all required materials in connection with the proposed Improvement, the Design Reviewer may postpone review of any materials submitted for approval.

(b) Criteria for Evaluation. In reviewing each application, the Design Reviewer may consider any factors it deems relevant, including, without limitation: (i) maintenance and protection of the surrounding natural environment; (ii) whether the proposed Improvement will be in compliance with the applicable Design Guidelines; (iii) harmony of the proposed external design with surrounding structures, with surrounding areas of the Project Area and with the environment; (iv) whether the proposed Improvement might be detrimental to the appearance of the Project Area in the vicinity of the proposed Improvement; (v) whether the proposed Improvement might detract from the beauty, wholesomeness and attractiveness of the Project Area or the enjoyment thereof by Owners; and (vi) whether upkeep and maintenance of the proposed Improvement might become a burden on the Association. Decisions of the Design Reviewer may be based on purely aesthetic considerations. Each Owner acknowledges that such determinations are purely subjective and that opinions may vary as to the desirability and/or attractiveness of particular improvements.

(c) Fees; Professional Assistance. The Design Reviewer may establish and charge processing and review fees for considering any requests for approvals submitted to it, which fees shall be paid at the time the request for approval is submitted. Such fees may not be identical or uniform for each proposed Improvement and may be based upon the estimated cost of the proposed Improvement or any other basis determined by the Design Reviewer in its reasonable judgment. Such fees may also include costs incurred in having professionals (such as, without limitation, architects and engineers) review any application. After the Development and Sale Period, the Executive Board may include the compensation of such professionals (to the extent not charged to Applicants) in the Association’s annual operating budget.

(d) Timing of Design Review Decisions. The Design Reviewer shall make a determination on each application after receipt of a completed application with all required information. The Design Reviewer may permit or require that an application be submitted or considered in stages, in which case a final decision shall not be required until after the final, required submission. The Design Reviewer may: (i) approve the application with or without conditions; (ii) approve a portion of the application and disapprove other portions; or (iii) disapprove the application. As part of any approval, the Design Reviewer may require that construction commence within a specified time period. The Design Reviewer shall notify the Applicant in writing of the final determination on any application no later than 30 days after its receipt of a completed application and all required submissions; however, with respect to any determination of the Design Review Committee that is subject to Declarant’s veto right under Section 9.2(b), the Design Reviewer shall notify the Applicant of the final determination within 50 days after its receipt of the completed application and all required submissions. If the Design Reviewer disapproves an application, it shall inform the applicant in writing the reasons for such disapproval.

(e) Failure of Design Reviewer to Act on Application. If the Design Reviewer fails to respond to an application within the applicable time period provided in Section 9.5(d), approval shall be deemed given. However, no approval, whether expressly granted or deemed granted, shall be inconsistent with a specific objective provision of the Design Guidelines (such as, without limitation, a height restriction) unless a written variance has been granted pursuant to Section 9.16.

(f) No Appeal to Board. Decisions of the Design Reviewer or the Design Review Committee under this Agreement and the Design Review Guidelines are considered to be final and cannot be appealed to the Executive Board.

(g) Matters Outside Scope of Design Review. In reviewing any matter, the Design Reviewer shall not be responsible for reviewing, nor shall its approval of any Improvement be deemed approval of, the Improvement from the standpoint of safety, whether structural or otherwise, functionality or conformance with building codes or other governmental laws or regulations. Under no circumstances shall the approval of any Improvement by the Design Reviewer limit or affect in any way the Applicant’s obligation to comply with all governmental laws and regulations affecting the property concerned, including, but not limited to, development guides, zoning ordinances and setback lines or requirements imposed by any governmental authority having jurisdiction.

Section 9.6 No Waiver of Future Approvals. By accepting title to any Lot, an Owner acknowledges and agrees that the Persons reviewing applications under this Article 9 will change from time to time, and opinions on aesthetic matters, as well as interpretations and application of the Design Guidelines, may vary accordingly. It may not always be possible to identify objectionable features of an Improvement until work is completed. In such cases, the Design Reviewer may elect not to require changes to objectionable features. However, the Design Reviewer may refuse to approve similar proposals in the future. Approval of applications, plans or other matters shall not constitute a waiver of the right to withhold approval as to any similar application, plans or other matters subsequently or additionally submitted for approval. The approval of any Improvement shall not be deemed a waiver of any right or an estoppel to withhold approval or consent for any similar Improvement or any similar proposals, plans, specifications or other materials submitted with respect to other Improvements.

Section 9.7 Prosecution of Work After Approval. After approval of any proposed Improvement, the proposed Improvement shall be accomplished as promptly and diligently as possible, subject to delays caused by adverse weather conditions, and in complete conformity with the description of the proposed Improvement, any plans and specifications and other materials approved by the Design Reviewer in connection with the proposed Improvement and any conditions imposed by the Design Reviewer. If the Design Reviewer’s approval requires that construction commence within a specified time period and construction does not commence within the required period, the approval shall expire, and the Applicant must reapply for approval before commencing any activities in connection with the Improvement. Once construction is commenced, it shall be diligently pursued to completion. If the Design Reviewer’s approval set a deadline for completion, then all work shall be completed within one year of commencement unless otherwise specified in the notice of approval or unless the Design Reviewer, in its sole and absolute discretion, grants an extension in writing.

Section 9.8 Observation of Work. The Design Reviewer and its designated representatives shall have the right to examine any Improvement prior to or after completion, provided that the right of inspection shall terminate 60 days after the Design Reviewer shall have received a Notice of Completion from the Applicant. The Design Reviewer and its designated representatives may enter upon any Lot at any reasonable time or times to determine the progress, work status or completion of any Improvement. In addition to the remedies described in Section 9.15 below, the Design Reviewer may withdraw approval of any Improvement and require all activity at such Improvement be stopped, if deviations from the approved plan or approved construction practices are not corrected or reconciled promptly after written notification to the Applicant specifying such deviations. The Design Reviewer’s inspection under this section is solely for the purpose of determining compliance with these Declarations and the Design Guidelines, and does not impose any obligation upon the Design Reviewer to determine the compliance of the work with any building code, fire regulation or other code or regulation.

Section 9.9 Notice of Completion. Upon completion of the Improvement, the Applicant shall give written Notice of Completion to the Design Reviewer. Until the date of receipt of such a Notice of Completion, the Design Reviewer shall not be deemed to have notice of completion of such Improvement, whether or not the Design Reviewer or its designated representatives have made inspections of the Improvement.

Section 9.10 Notice of Noncompliance. If, as a result of inspections or otherwise, the Design Reviewer finds that any Improvement has been commenced or completed without obtaining the approval of the Design Reviewer, or was not done in substantial compliance with the plans, specifications and other materials approved by, and any conditions imposed by, the Design Reviewer, or has not been accomplished as promptly and diligently as possible, then the Design Reviewer shall notify the Applicant in writing of the noncompliance; which notice shall be given, in any event, within 60 days after the Design Reviewer receives a Notice of Completion from the Applicant. The notice shall specify the particulars of the noncompliance and shall require the Applicant to take such action as may be necessary to remedy the noncompliance.

Section 9.11 Failure of Design Reviewer to Act After Completion. If, for any reason other than the Applicant’s act or neglect, the Design Reviewer fails to notify the Applicant of any noncompliance within 60 days after receipt by the Design Reviewer of written Notice of Completion from the Applicant, the Improvement shall be deemed in compliance if the Improvement was, in fact, completed as of the date of Notice of Completion.

Section 9.12 Correction of Noncompliance. If the Design Reviewer gives an Applicant a notice of noncompliance, the Applicant shall remedy or remove the same within a period of not more than forty-five (45) days from the date of receipt by the Applicant of the notice. If the Applicant does not remove the noncompliance within the time period required by this Section 9.12, the Design Reviewer or Declarant shall have the rights and remedies set forth in Section 9.13 below, in addition to all other rights and remedies it may have under this Declaration, at law or in equity.

Section 9.13 Enforcement of Restrictions.

(a) Enforcement Person. The Design Reviewer shall have primary responsibility to enforce the provisions and restrictions set forth in this Article 9 and the Design Guidelines; provided, however, that such responsibility shall not limit the right of Declarant or the Association to take action under any provision of this Declaration. If the Design Reviewer does not take action to enforce such restrictions within fifteen days after being requested to do so by the Declarant or the Executive Board, the Association may assume responsibility for enforcing such restrictions in any case in which the Design Reviewer declines to act and, during the Development and Sale Period, Declarant may assume responsibility for enforcing such restrictions in any case in which the Design Reviewer declines to act.

(b) Rights and Remedies. If an Applicant or an Owner violates any term or condition set forth in this Article 9 or in the Design Guidelines, the Design Reviewer and the Association and, during the Development and Sale Period, Declarant, shall have the following rights and remedies:

(i) The right, at its option, to record a notice of noncompliance against the real property on which the noncompliance exists.

(ii) The right, by written notice to the Applicant, to revoke any approval previously granted to the Applicant, in which event the Applicant shall, upon receipt of such notice, immediately cease any development, improvement, alteration, landscaping or other activity covered by the approval so revoked.

(iii) The right to enter upon the real property upon which the violation exists and remove the noncomplying Improvement or otherwise cure such violation, at the Applicant’s sole cost and expense and the Applicant shall reimburse the Design Reviewer, Declarant or the Association, as the case may be, upon demand, for all expenses incurred in connection therewith. If such expenses are not promptly repaid by the Applicant or Owner to the Design Reviewer, Declarant or the Association, as the case may be, the Executive Board may levy a Reimbursement Assessment against the Owner of the Lot, Dwelling Unit or other real property for such costs and expenses, and the Owner shall pay the Reimbursement Assessment to the Association within thirty days after the Owner receives a written invoice therefor. If such expenses are owed to the Design Reviewer or Declarant, the Executive Board shall, at the request of the Design Reviewer or the Declarant, levy a Reimbursement Assessment against the Owner of the Lot, Dwelling Unit or other property for such costs and expenses, and the Association shall pay such costs and expenses to the Design Reviewer or Declarant, as the case may be.

(iv) The right to sue the Applicant to enjoin such violation, or to require specific performance of an Owner’s obligations.

(v) The right to sue the Applicant for all damages, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred by the Design Reviewer, Declarant or the Association as a result of the violation.

(vi) All other rights and remedies available to it under this Declaration, at law, or in equity. The Person with enforcement authority is not obligated to exercise any right or remedy or any particular right or remedy or to exercise its rights and remedies in any particular order. All rights and remedies shall be cumulative and the exercise of one right or remedy shall not preclude the exercise of any other right or remedy. No action or failure to act with respect to any violation shall constitute a waiver or estoppel with respect to any future similar or dissimilar violation. Nothing in this Section 9.15 is intended to or does limit the rights of Declarant or any other Owner to pursue an action against another Owner to enforce any legal rights or remedies available to Declarant or such Owner as a result of losses or damage arising out of another Owner’s failure to satisfy his obligations under this Declaration or the Design Guidelines.

Section 9.14 Variances. The Design Reviewer may authorize variances from compliance with any of the provisions of the Design Guidelines and any procedures set forth in this Article 9 or the Design Guidelines when it determines that circumstances such as topography, natural obstructions, hardship, aesthetic or environmental considerations justify such a variance; however, the Design Reviewer shall under no circumstances be obligated to grant variances. No variance shall: (i) be effective unless in writing; (ii) be contrary to this Declaration or be deemed to have waived any of the provisions of this Declaration or the Design Guidelines for any purpose except as to the particular property and particular provisions of this Article 9 or the Design Guidelines covered by the particular variance; (iii) prevent the Design Reviewer from denying a variance in other circumstances, whether or not similar; or (iv) limit or affect in any way the Applicant’s obligation to comply with all governmental laws and regulations affecting the property concerned, including, but not limited to, development guides, zoning ordinances and setback lines or requirements imposed by any governmental authority having jurisdiction. A variance requires Declarant’s written consent during the Development and Sale Period and, thereafter, requires the Board of Director’s written consent. During the Development and Sale Period, if the Design Reviewer is Declarant or is appointed by Declarant, the Executive Board may not overrule a decision of the Design Reviewer to grant or deny a variance. After the Development and Sale Period or during such period if the Design Reviewer is not Declarant or appointed by Declarant, the Executive Board may grant a variance that was denied by the Design Reviewer, but only in accordance with the appeal provisions set forth in Section 9.6.

Section 9.15 Compensation. The Design Reviewer (including members of the Design Review Committee, if any, and Declarant) shall receive reimbursement from the Association for reasonably out-of-pocket expenses incurred by it in the performance of its duties hereunder. Members of the Design Review Committee may receive compensation from the Association for the performance of such duties, if and only if such compensation is approved by the Executive Board. The Executive Board has no duty to approve any compensation for members of the Design Review Committee. The Design Reviewer, if other than the Design Review Committee, may receive compensation from Declarant for the performance of such duties, if and only if such compensation is approved by Declarant. Declarant has no duty to approve any compensation for the Design Reviewer.

Section 9.16 Certificate of Compliance. Any Owner may request in writing that the Association issue a certificate of compliance certifying that there are no known violations of this Article 9 or the Design Guidelines with regard to the Owner’s Dwelling Unit or other property. The Association, after confirming the necessary facts with the Design Reviewer, shall either grant or deny such written request within (thirty) 30 days after receipt and may charge a reasonable administrative fee. Any Person, without actual notice to the contrary, shall be entitled to rely on such certificate with respect to all matters set forth therein. Issuance of such a certificate shall prevent the Association from taking enforcement action against an Owner for any violation of this Article 9 or the Design Guidelines with regard to the Owner’s Dwelling Unit or other property known to the Association on the date of such certificate.

Section 9.17 Limitation of Liability.
(a) No Duty Created. This Article 9 establishes standards and procedures as a mechanism for maintaining and enhancing the overall aesthetics of the Project Area. This Article 9 and any standards and procedures established pursuant to this Article 9 do not create any duty to any Person. Review and approval of any application may be based purely on aesthetic considerations. The Design Reviewer is not responsible for the structural integrity or soundness of approved construction or modifications, for compliance with building codes and other governmental requirements, or for ensuring that all dwellings are of comparable quality, value, size, or design, or are aesthetically pleasing or otherwise acceptable to other Owners, none of which may be the case.

(b) No Liability. There shall be no liability imposed on the Design Reviewer, any Design Review Committee, any member of the Design Review Committee, any Design Review Committee Representative, the Association, the Executive Board, the officers of the Association, Declarant or any employee or designee of Declarant, or any Person to whom Declarant delegates any rights or duties pursuant to this Article 9, for any loss, damage or injury arising out of or in any way connected with the performance of any duties of such Person or entity unless due to the willful misconduct or bad faith of the party to be held liable. Without limiting the generality of the previous sentence, the Design Reviewer, any Design Review Committee, any member of the Design Review Committee, any Design Review Committee Representative, the Association, the Executive Board, the officers of the Association, Declarant and any employee or designee of Declarant shall not be liable for: (i) soil conditions, drainage, or other general site conditions or site work; (ii) any defects in plans or specifications revised or approved under this Article 9; (iii) any loss or damage arising out of the action, inaction, integrity, financial condition, or quality of work of any contractor or its subcontractors, employees or agents; or (iv) any injury, damages or loss arising out of the manner or quality or other circumstances of approved construction on or modification to any Improvement. In all matters subject to this Article 9, the Association shall defend and indemnify the Design Reviewer, any Design Review Committee, any member of the Design Review Committee, any Design Review Committee Representative, the Executive Board, the officers of the Association, Declarant and any employee or designee of Declarant, in the manner provided in the Bylaws with respect to indemnification of Directors.

Section 9.18 Construction Period Exception. During the course of actual construction of any permitted Improvement, and provided construction is proceeding with due diligence, enforcement of the provisions of this Declaration and the Design Guidelines shall be temporarily suspended as to the property upon which the construction is taking place to the extent necessary to permit such construction in accordance with the approval of the Design Reviewer, any plans and specifications submitted to the Design Reviewer and any deadlines for commencement and/or completion of construction required by this Article 9, the Design Guidelines and/or the approval of the Design Reviewer; provided that, during the course of any such construction, nothing is done that will result in a violation of any of the provisions of this Declaration upon completion of construction and nothing is done that will constitute a nuisance or unreasonable interference with the use and enjoyment of other property.

Section 9.19 No Restriction upon Declarant. Notwithstanding any provision to the contrary contained in this Article 9 or elsewhere in this Declaration, Declarant shall be exempt from the limitations, prohibitions and requirements contained in this Article 9, but this provision shall not in any way limit, restrict or abrogate Declarant’s rights and authority under this Article 9.

ARTICLE X
DEVELOPMENT COVENANTS

Section 10.1 Building Envelopes. Development activities on each Lot (other than identification signage approved by the Design Reviewer, driveways, underground utilities, wells, septic systems and Private Recreational Facilities) shall be limited to the area designated as the Building Envelope for such Lot.

Section 10.2 Private Recreational Facilities. Private Recreational Facilities may be built and maintained outside of the Owner’s Building Envelope only after the approval of the Design Review Board and in accordance with the Design Guidelines.

Section 10.3 Septic Systems. Individual sewage disposal systems installed within any Lot shall be engineered systems, with prior soil evaluation in accordance with all applicable laws, rules and regulations. Percolation tests shall be performed prior to any such system being installed.

Section 10.4 Geologic Hazards/Wetlands. The owner of each Lot shall be responsible for identifying and avoiding any geologic hazards (e.g., landslides, mud flows, avalanches, subsidence, flood, etc.) or wetlands that may exist within such Lot.

Section 10.5 Utility Lines. All utility lines serving any Lot shall be located underground and, unless otherwise approved by the Design Reviewer, shall follow the alignment of the driveway accessing such Lot.

Section 10.6 Drainage/Erosion Control. The owner of each Lot shall be responsible for minimizing site disturbance so as to minimize erosion and complying with applicable requirements imposed by the Design Guidelines. Each Owner shall be liable for any drainage onto adjacent property in excess of the historic flows.

Section 10.7 Lighting. All lighting within any Lot shall be limited to the Building Envelope for such Lot, and shall be designed in accordance with the Design Guidelines to minimize impact on the night sky.

Section 10.8 Building Materials and Colors. Building materials, including but not limited to roofs, shall be earth toned, natural colors that are compatible with the existing colors presently occurring on the Project Area.

Section 10.9 Amendment Restrictions. Gilpin County (the “County”) has identified lots 4, 6, 11, 13, 15 and 16 as representing the potential to create visual impacts from locations along Highway 119 designated as a sensitive view corridor by the County. As a result, certain restrictions upon such lots are imposed by the Plat, which cannot be amended or removed without the approval of the County.

ARTICLE XI
OWNERS MAINTENANCE RESPONSIBILITY

Section 11.1 Maintenance of Lots and Dwelling Units. Each Owner shall be responsible for performing and paying for all necessary maintenance and repair of such Owner’s Lot, Dwelling Unit, Accessory Structure and Private Recreational Facilities so as to present at all times a pleasing and attractive appearance, as determined by the Association in its reasonable discretion. If any Owner fails to perform any such maintenance or repair within thirty (30) days after demand by the Association, the Association may (but shall not be obligated to) cause such maintenance or repair to be done, and any costs incurred by the Association in connection therewith may be collected by the Association from such Owner as a Reimbursement Assessment against such Owner, by legal proceedings or otherwise, and such amount shall be secured by a lien on the Lot of such Owner as provided elsewhere in this Declaration for assessments or other charges.

Section 11.2 Owner Caused Damage. If, due to the act or neglect of an Owner or a Related User of an Owner, whether by virtue of the exercise by such Owner or Related User of any easement or right granted to him herein or otherwise, loss or damage shall be caused to any person or property, including the Common Area, and, in the case of damage to property, such Owner does not promptly repair and restore any such damaged property to the condition it was in prior to such damage at such Owner’s sole cost and expense, such Owner shall be liable and responsible for the same except to the extent that such damage or loss is covered by insurance obtained by the Association and the carrier of the insurance has waived its rights of subrogation against such Owner. The amount of such loss or damage may be collected by the Association from such Owner as a Reimbursement Assessment against such Owner, by legal proceedings or otherwise, and such amount shall be secured by a lien on the Lot of such Owner as provided elsewhere in this Declaration for assessments or other charges.

ARTICLE XII
SPECIAL DECLARANT RIGHTS

Section 12.1 Improvements. Declarant hereby reserves for itself, it successors and assigns the right, but is not obligated, to construct:
(a) any improvements shown on any Recorded Plat of the Project Area, as the same may be amended from time to time; and

(b) any other buildings, structures or improvements that Declarant desires to construct on property owned by it within the Project Area, or the Annexable Area, or any other real estate owned by Declarant, whether or not the same ever become part of the Project Area.

(c) Trails, Recreational Areas and appurtenant improvements within the Easement Area, as the same may be established by the Association or Declarant in accordance with this Declaration.

Section 12.2 Development Rights.
(a) Declarant hereby reserves for itself, its successors and assigns:
(i) the right to supplement or amend this Declaration and Plat to add all or any portion of the Annexable Property to the Project Area;

(ii) the right to amend this Declaration to create additional Lots and additional Common Area on all or any portion of the Annexable Property; provided, however, that the maximum number of Lots that may be created under this Declaration shall be twenty-eight (28).

(iii) the right to subdivide any Lot owned by Declarant, provided that in no event shall any Lot be less than 17.5 acres in size;

(iv) the right to combine any Lots owned by Declarant;

(v) the right to reconfigure (including changing the size of) and/or replat any Lot or Lots owned by Declarant, including Lots created by subdividing and/or combining Lots owned by Declarant;

(vi) the right to convert any Lot owned by Declarant into Common Area;

(vii) the right to withdraw from the Project Area any Lot or all Lots owned by Declarant prior to the conveyance of such Lot or Lots to a purchaser, and, after the addition of any portion of the Annexable Property or other real property to the Project Area, the right to withdraw any real estate owned by Declarant and located within such portion at any time prior to the conveyance of a Lot located in such portion to a purchaser.

(b) In exercising any development right reserved hereunder, Declarant shall execute and record an amendment to this Declaration in accordance with the requirements set forth in Section 3833.3210 of the Act.

Section 12.3 Sales Offices, Model Homes, Construction Trailers, Etc. Declarant hereby reserves for itself, its successors and assigns the right to maintain sales offices, management offices, models, construction trailers, fenced and unfenced storage areas and paved and unpaved parking areas upon any Lot owned or leased by Declarant and any and all Common Area. Such offices, models and construction trailers may be of such size and number as Declarant determines and may be located and relocated as often and as many times as Declarant determines. Declarant shall continue to be the owner of any such office, model, trailer, storage area or parking area, and such office, trailer, etc., shall not be or become part of the Common Area and the Association shall not own or become the owner of any such office, model, trailer, storage area or parking area, unless Declarant fails to remove the same within the applicable time specified in this Section 12.3 above. Declarant shall have the right to remove any such office, model, trailer, storage area or parking area at any time that Declarant is the Owner of the Lot on which such office or model is located and within one (1) year after Declarant ceases to be the Owner of such Lot. Declarant shall have the right to remove any such office, model, trailer, storage area or parking area located on Common Area at any time that Declarant owns any Lot within the Project Area and within two (2) years after Declarant ceases to be the Owner of any Lot within the Project Area. Declarant also reserves for itself, its successors and assigns the right to construct, maintain and remove signs advertising the Project or individual Lots on the Common Area and upon Lots owned by Declarant.

Section 12.4 Right of First Offer.
(a) Declarant shall have the right (“Right of First Offer”) to purchase any Lot that an Owner desires to sell or otherwise transfer for valuable consideration (a “Resale”) within two years of the date that such Owner initially acquired such Lot; provided, however, that the Right of First Offer shall not apply to the Resale of any Lot: (i) upon which a Dwelling Unit has been constructed, or (ii) as to which the Owner will be contractually obligated to construct a Dwelling Unit prior to or within 180 days after the closing date of such Resale. A Lot that is subject to the Right of First Offer pursuant to the preceding sentence shall be referred to as an “Eligible Lot.”

(b) Prior to offering an Eligible Lot for Resale, an Owner shall give a notice to Declarant (the “Offer”) stating the proposed purchase price (which shall be stated as a cash amount, rather than in terms of some nonmonetary consideration), the terms of payment, the closing date (which shall be at least 45 days after the date on which such notice is given) and other material terms of the proposed Resale. Declarant shall have a period of twenty days after its receipt of the Offer in which to give a notice to Owner (the “Acceptance”) agreeing to purchase the Lot upon the terms stated in the Offer, as modified in accordance with Section 1(c) below. The Acceptance shall be accompanied by any earnest money deposit required by the Offer or, if none, an earnest money deposit in the amount of $10.00. Notwithstanding the provisions of this Section 12.4(b), the Owner may withdraw the Eligible Lot from the market by giving notice to Declarant at any time prior to its receipt of an Acceptance.

(c) If Declarant gives a timely Acceptance and pays the earnest money deposit, the Offer and Acceptance shall become a contract for the sale and purchase of the Eligible Lot specifically enforceable by Declarant. To the extent not specified in the Offer, the terms of sale shall be those agreed upon in writing between Declarant and Owner or, in the absence of agreement, reasonable terms customary for single family lot sales in the State of Colorado as of the date of the Acceptance. Notwithstanding any provision of the Offer to the contrary:

(i) The sole remedy of Owner against Declarant under such contract shall be the forfeiture of the earnest money deposit.

(ii) Declarant may assign its rights under the contract to an affiliate that agrees, in writing, to assume such obligations.

(iii) Declarant shall pay real property taxes for the year of closing and the premium for title insurance that it desires to obtain for itself or its lender, if any.

(iv) At the election of Declarant as stated in the Acceptance, the purchase price of the Eligible Lot shall be either (i) the purchase price stated in the Offer or (ii) the original purchase price paid by the Owner for the Eligible Lot plus Holding Costs and simple interest upon the foregoing at the rate of 5% per year from the date that such amounts were paid by Owner through the date of the Offer. “Holding Costs” shall mean the reasonable, out-of-pocket amounts paid by the Owner to third parties in connection with the ownership of the Eligible Lot, including but not limited to Association assessments, real property taxes (less any tax benefit realized by Owner as a result of the payment of such taxes), construction costs of any Driveway constructed by such Owner and similar expenses as reasonably determined by Declarant.

(d) If Declarant fails to give a timely Acceptance or if Declarant fails to close upon the purchase of the Eligible Lot upon the closing date stated in the Offer, Owner shall be free to offer the Eligible Lot for Resale upon the terms stated in the Offer; provided, however, that the Owner shall again comply with the terms of this Section 12.4 before consummating a Resale of the Eligible Lot if: (i) the Eligible Lot is not under a contract for sale within 180 days of the date of the Offer, (ii) any contract in effect during such period is terminated, or (iii) the Owner changes the terms upon which the Lot is offered for Resale or the terms of a sale contract in a manner that is materially favorable to the purchaser.

(e) Notwithstanding any provision of this Section 12.4 to the contrary, the Right of First Offer shall not apply to: (i) the grant of a Mortgage to any Mortgagee that is a bank, savings and loan, mortgage company or other institutional lender; (ii) the acquisition of title to a Lot by any such Mortgagee by virtue of a foreclosure of the Mortgage or deed in lieu of foreclosure; or (iii) any subsequent sale of the Lot by such Mortgagee; provided, however, that the purchaser of the Lot from such Mortgagee shall be bound by the terms of this Section.

(f) Any sale of an Eligible Lot in violation of this Section 1 shall be void.

(g) The Right of First Offer shall be a continuing right, and (except as stated in this Section 12.4(g)) shall affect each Resale of a Lot whether or not Declarant has previously waived or failed to exercise the Right of First Offer with regard to a prior Resale of such Lot. Declarant may at any time waive its right to exercise the Right of First Offer as to any Lot or Lots, either permanently or as to a specific transaction, by Recording a notice of such waiver specifying the description of the Lot(s) affected thereby. No such waiver shall release, waive, amend or otherwise impair the Right of First Offer with regard to any Lots other than those stated therein or as to any subsequent Resales of the subject Lot except to the extent stated in the waiver. If not previously terminated pursuant to the foregoing, the Right of First Offer shall terminate upon the date that Declarant: (i) no longer owns any Lots in the Project Area; and (ii) no longer has the right to annex any additional property into the Project Area. Except as provided in this Section 12.4(g), no action or inaction of the Declarant, including, without limitation, Declarant’s failure to enforce its rights under this Section on one or more occasions, shall operate as a waiver of the Right of First Offer.

Section 12.5 Merger. Declarant hereby reserves for itself and its successors and assigns the right to merge or consolidate the common interest community created by this Declaration with any other common interest community.

Section 12.6 Exercising Special Declarant Rights. Declarant may exercise its Special Declarant Rights at any time prior to the later to occur of the date on which the Declarant Control Period expires and the date that is twenty years after the date on which this Declaration is Recorded. Declarant may exercise its Special Declarant Rights with respect to different parcels of real estate at different times and in any order, and no assurance is given as to the order in which Declarant will exercise its Special Declarant Rights. If Declarant exercises any Special Declarant Right with respect to any portion of the Project Area, Declarant may, but is not obligated to, exercise that Special Declarant Right with respect to any other portion of the Project Area.

Section 12.7 Interference with Special Declarant Rights. Neither the Association nor any Owner may take any action or adopt any rule or regulation that interferes with or diminishes any Special Declarant Right, without Declarant’s prior written consent. Section 12.8 Rights Transferable. Declarant may transfer any Special Declarant Right reserved to it under this ARTICLE XII or under any other provision of this Declaration in accordance with the terms and conditions of the Act.

ARTICLE XIII
ANNEXATION of ADDITIONAL PROPERTY

Section 13.1 Annexation to the Project Area. Property located within the Annexable Area may be annexed to the Project Area and made subject to this Declaration by Declarant at any time and from time to time, without the consent of the Association or Owners.

Section 13.2 Manner of Annexation. Additions to the Project Area may be made by Declarant by the Recordation of one or more supplements to this Declaration (each, a “Supplemental Declaration”) or other written instruments signed by Declarant or by a statement in a deed from Declarant conveying a Lot that such Lot has been annexed to the Project Area. Such Supplemental Declarations, deeds or other instruments shall contain legal descriptions of the additional real property located within the Annexable Area which shall become part of the Project Area and shall declare that such property shall be subject to this Declaration. In connection with the annexation of property, Declarant may, as necessary or appropriate, record one or more additional plats or supplements to the Plat dividing the subject portion of the Annexable Area into Common Area and Lots.

Section 13.3 Effect of Annexation. Upon the recording of a Supplemental Declaration, deed or other written instrument annexing property to the Project Area, the property described therein shall be subject to all of the provisions of this Declaration. The property described therein may be made subject to additional and different Restrictions which are set forth in the Supplemental Declaration provided such Restrictions are no less restrictive than those contained in this Declaration.

ARTICLE XIV
WITHDRAWAL of PROPERTY

Section 14.1 Withdrawal of Property by Declarant. Property within the Project Area may be withdrawn from the Project and from this Declaration by Declarant to correct a surveyor error or other technical or clerical error or for any other reason or no reason, in Declarant’s sole, absolute and unreviewable discretion. At the request of Declarant, the Association shall promptly execute, have acknowledged and deliver to Declarant a deed conveying to Declarant (or to any person or entity designated in writing by Declarant) the property within the Project Area that is withdrawn from the Project. The Association’s failure to execute and deliver such deed shall not affect or defeat the withdrawal of such property from the Project Area, which shall be effective in the absence of such deed. In addition, any Lot or all Lots owned by Declarant may be withdrawn from the Project and from this Declaration prior to the conveyance of such Lot or Lots to a purchaser. Any withdrawal permitted by this Section 14.1 above may be accomplished by the execution, acknowledgment and Recordation of a Notice of Withdrawal. The Notice of Withdrawal (a) shall be executed and acknowledged by the Owner of the property to be withdrawn; (b) shall, if the property to be withdrawn is not then owned by Declarant, contain the executed and acknowledged written consent of Declarant for so long as Declarant owns any property in the Project Area or Annexable Area; (c) shall contain an adequate legal description of the property to be withdrawn; and (d) shall contain a statement and declaration that the property to be withdrawn is withdrawn from the Project and shall not thereafter be subject to this Declaration. The withdrawal shall be effective upon Recording of the Notice of Withdrawal and, upon Recording of the Notice of Withdrawal, the property described therein shall no longer be part of the Project or subject to this Declaration.

ARTICLE XV
USE RESTRICTIONS

Section 15.1 Residential Use. One single family Dwelling Unit, Accessory Structures and Private Recreational Facilities may be placed on each Lot in accordance with the terms of this Declaration. All leases or rental agreements for any Lot, Dwelling Unit or Accessory Structure shall be in writing, shall be specifically subject to this Declaration, and shall be for a term of at least twelve (12) months. The name(s), secondary address(es) and daytime phone number(s) of any lessee(s) shall be submitted to the Executive Board for its records. No Lot, or any building, structure or improvement on such Lot, shall be used for any business, commercial or professional use. Notwithstanding the foregoing, however, Owners may conduct business activities within their homes provided that the following conditions are satisfied:

(a) The business conducted is clearly secondary to the residential use of the home and is conducted entirely within the home;

(b) The existence or operation of the business is not detectable from outside of the home by sight, sound, smell or otherwise, or by the existence of signs indicating that a business is being conducted; provided, however, that signage consistent with the character of the Project may be permitted at the sole discretion of the Design Reviewer in accordance with the Design Guidelines.

(c) The business does not result in an undue volume of traffic or parking, which determination may be made by the Executive Board in its sole discretion from time to time.

(d) The business conforms to all zoning requirements and is lawful in nature; and

(e) The business conforms to any rules and regulations that may be imposed by the Executive Board from time to time on a uniform basis.

Section 15.2 Accessory Structures. Accessory Structures, whether attached to or detached from the Dwelling Unit, such as, without limitation, a garden shed, utility shed, greenhouse, detached garage, livestock stable, detached deck, guest house or cabin may be permitted only after the approval of the Design Review Board and in accordance with the Design Guidelines.

Section 15.3 Play Equipment. All play and sports equipment (including, without limitation, basketball hoops, swing sets or jungle gyms) shall be fully and completely concealed from view from other Lots, Driveways, Trails, Recreation Areas and Common Area.

Section 15.4 Improvements. No Owner shall make any Improvement except in accordance with ARTICLE IX above.

Section 15.5 Nuisances. No rubbish or debris of any kind shall be placed or permitted to accumulate upon or adjacent to any Lot, and no offensive odors, lights or noises shall be permitted to arise or emanate from any Lot, so as to render any such Lot or any portion thereof, or activity thereon, unsanitary, unsightly, offensive or detrimental to any other Lot or to the occupants of such other Lot. No other activity or condition shall be permitted to exist or take place upon any Lot so as to be offensive or detrimental to, or disturb the peace, quiet, comfort or serenity of, other Owners and their use and enjoyment of their Dwelling Units.

Section 15.6 Unsightly Activities. All storage piles, equipment, furniture, tools or other personal property shall be located so that all of the same are fully and completely concealed from view from other Lots, Driveways, Trails, Recreation Areas and Common Area.

Section 15.7 Vehicles and Outbuildings. No horse trailer, tent, camper, trailer, snowmobile, motor home, recreational vehicle, motorcycle, minibike, boat, hauling or utility trailer, or truck or van, or accessories relating to any of the foregoing (collectively “Recreational Vehicles”), be parked, stored or maintained on any Lot, or on any street or elsewhere within the Project Area, unless the same is stored, parked or maintained so that it is fully and completely concealed from view from other Building Envelopes, Driveways, Trails, Recreation Areas and Common Area. Nothing contained in the foregoing is intended to prohibit the parking of passenger vehicles in an Owner’s driveway on such Owner’s Lot.

Section 15.8 Garage Doors. Except when in use, all garage doors shall be kept in a closed position so that the contents thereof and therein are fully concealed from view from any other Lot, Driveways, Trails, Recreation Areas and Common Area.

Section 15.9 Operation of Motor Vehicles. No unlicensed driver shall be permitted to operate an automobile or other motor vehicle upon or within the Project Area; no motor vehicle, motorcycle, motorbike, motor scooter, or snowmobile shall be operated, stored or maintained upon or within the Project Area by anyone licensed or unlicensed which causes or produces any noise that will or might disturb the peace, quiet, comfort, or serenity of Owners or Related Users, or of the occupants of surrounding properties. In no event shall any motorized vehicle be operated within the Common Area or Easement Area, except for (a) maintenance of such areas by the Declarant or the Association, (b) emergency purposes, or (c) automobiles and trucks utilizing the Road.

Section 15.10 Pets. Not more than two domestic household pets and two grazing animals (including but not limited to, horses, cattle, sheep, goats, llamas and alpaca), and their offspring up to three months old, may be kept and maintained inside each Building Envelope. No other animals may be kept or maintained or permitted on any Lot, and no animals (including birds) of any kind shall be kept or maintained or permitted in any of the Common Area, except when the same are controlled by the owner by an appropriate leash and under the complete control of the owner at all times. Each Owner and Related User shall promptly remove any waste from the Common Area or any Lot caused by such Owner’s or Related User’s pet, and shall comply with all Rules and Regulations pertaining to pets.

Section 15.11 Signs and Billboards. No billboards or advertising signs or similar devices of any character shall be erected, placed, permitted or maintained by any Owner or Related User on any Lot, except such signs as may be specifically approved by the Design Reviewer or the Rules and Regulations. Without limiting the foregoing, the Executive Board may prohibit signs advertising a Dwelling Unit for sale or for lease, or the Executive Board may adopt uniform standards relating to the dimensions, color, style and/or location of such signs. The provisions of this Section 15.11 above shall not apply to any signs that Declarant may erect, place, permit or maintain pursuant to any right to do so granted by other provisions of this Declaration.

Section 15.12 Utilities Must be Underground. All electrical service, telephone lines, cable television lines and other utilities shall be placed under ground and no outside electrical lines shall be placed or permitted to be placed overhead by any Owner or Related User.

Section 15.13 Antennae. Except as specifically approved by the Design Reviewer, no towers or radio, television, ham radio or civilian band radio antenna, satellite dish (except only a satellite dish whose diameter is not greater than 18 inches) or similar device or equipment shall be erected, placed or maintained on any part of a Lot, Dwelling Unit, or the Common Area.

Section 15.14 Trash Containers. No garbage or trash shall be placed or kept on any Lot, except in covered containers and in accordance with all Rules and Regulations pertaining thereto. No such trash containers shall be kept on any Lot in a manner such that they are visible from any other Lot, Trails, Recreation Areas or Common Area, except on trash collection days as permitted by the Rules and Regulations. All such trash containers shall be kept in a clean and sanitary condition.

Section 15.15 Commercial and Construction Vehicles. Except as provided in Section 15.20 below, no commercial or construction vehicle of any kind shall be permitted on any Lot or any other portion of the Project Area, unless the same shall be kept and maintained in a manner such that it is not visible from any other Lot, Driveway, Trail, Recreation Area or Common Area, provided that this shall not apply to commercial or other vehicles making business or service calls or deliveries of a temporary nature to a Dwelling Unit or to Owners, to the Association, or contractors within the Project Area. As used herein, the term “commercial vehicle” means any automobile, truck or wheeled equipment bearing any sign, logo or writing which relates or refers to any commercial enterprise.

Section 15.16 Subdivision, Rezoning and Timesharing.
(a) No Lot or Dwelling Unit may be subdivided without the prior written consent of the Association, which consent must be evidenced on the plat or other instrument creating the subdivision. In no event shall any Lot be less than 17.5 acres in size.

(b) No application for rezoning of any portion of the Project Area, and no applications for variances or use permits, shall be filed with any governmental authority unless the proposed use of that portion of the Project Area has been approved by the Association and the proposed use otherwise complies with this Declaration.

(c) No Owner shall offer or sell any interest in any Dwelling Unit under a “timesharing” or “interval ownership” plan or similar plan.

(d) The covenants, conditions and restrictions set forth in this Section 15.16 above shall not apply to Declarant’s development of the Project Area or to Declarant’s exercise of any Special Declarant Right.

Section 15.17 Mineral Exploration. No portion of the Project Area shall be used in any manner to explore for or to remove any oil or other hydrocarbons, minerals of any kind, gravel, earth or any earth substance of any kind.

Section 15.18 Wildlife. All Owners, and their guests, licensees and invitees, shall comply with the following wildlife impact mitigation measures: (a) No hunting shall be allowed within the Project. (b) When a dog is outside, it must be contained within a dog run or kennel located within the Building Envelope or controlled by a leash of no more than 12 feet in length, under the direct control of its owner or a person authorized by the owner. (c) Pets shall not be fed outside. (d) Contractors, subcontractors, delivery people and other similar persons entering the Project Area for the purpose of conducting their trade or business (collectively, “Business Invitees”) are prohibited from bringing dogs onto the Project Area, even if the dogs are kept inside vehicles. (e) No garbage shall be stored outside, no matter how briefly (e.g., overnight), unless it is contained within individual or community bear-proof containers which meet North American Bear Society, CDOW, or U.S. National Park Service specifications. (f) Prior to disposal, any garbage shall be kept within a garage or storage/maintenance building in a suitable receptacle with a tightfitting lid. Garbage shall not be kept within detached sheds. (g) Dumps or underground disposal of garbage are prohibited within the Project Area. (h) Compost piles are prohibited within the Project Area, unless the compost is bear-proof, meeting the North American Bear Society, CDOW, or U.S. National Park Service specifications. (i) With the exception of bird feeders, the feeding, baiting, salting or other means of attracting wildlife is prohibited.

Section 15.19 Access to Public Lands. Owners, and their guests, licensees and invitees, shall access the public lands adjacent to the Project Area only at the points of access designated on the Plat or by means of Trails established by the Association or Declarant pursuant to this Declaration.

Section 15.20 Construction and Sales Activities Allowed. Nothing contained in this ARTICLE XV or elsewhere in this Declaration or in any Rules and Regulations shall be deemed to prohibit activities of Declarant normally associated with or convenient to the development of the Project Area, the sale of Lots or the construction and sale of Dwelling Units within the Project Area.

ARTICLE XVI
MISCELLANEOUS PROVISIONS

Section 16.1 Term of Declaration and Termination. This Declaration and the planned community created by this Declaration shall continue in perpetuity, unless terminated by a vote, by written ballot, of Members holding at least ninety percent (90%) of the voting power of Members of the Association, which must be present in person or by proxy at a duly constituted meeting. The agreement of the Owners to terminate this Declaration shall be evidenced by a termination agreement or ratification thereof, executed by the required number of Owners in accordance with the terms and conditions of section 3833.3218 of the Act. Upon the Recordation in the office of the Clerk and Recorder of Gilpin County, Colorado of the termination agreement, the Project shall be terminated, this Declaration shall have no further force or effect, and the Association shall be dissolved. Notwithstanding the foregoing, the Owners may not terminate the Project during the Declarant Control Period without Declarant’s prior written consent, which consent Declarant may withhold in its sole discretion.

Section 16.2 Amendment of Declaration by Declarant. Until the last Lot subject to this Declaration (including any Lots in Annexable Area that has been annexed to the Project Area) has been conveyed by Declarant by deed Recorded in the office of the County Clerk and Recorder of Gilpin County, Colorado, any of the provisions or Restrictions contained in this Declaration may be amended or terminated by Declarant by the Recordation of a written instrument, executed by Declarant, setting forth such amendment or termination. Thereafter, notwithstanding the terms and conditions of Section 16.3 below, Declarant may amend this Declaration as expressly provided herein, without the approval of the Owners.

Section 16.3 Amendment of Declaration by Members. Except for provisions of the Declaration recited in section 3833.3217(1) of the Act and except as otherwise provided in this Declaration, any provision or Restriction contained in this Declaration may be amended or repealed at any time and from time to time upon approval of the amendment or repeal by Members of the Association holding at least seventy-five percent (75%) of the voting power of the Association, which must be present in person or by proxy at a duly constituted meeting of such Members. The amendment or repeal shall be effective upon the Recordation in the office of the Clerk and Recorder of Gilpin County, Colorado, of a certificate, executed by the President or a Vice President and the Secretary or an Assistant Secretary of the Association setting forth the amendment or repeal in full and certifying that the amendment or repeal has been approved by the Members as herein provided. Any such amendment must be in accordance with the terms and conditions of section 3833.3217 of the Act. Notwithstanding the foregoing, the Owners may not amend this Declaration during the Declarant Control Period without Declarant’s prior written consent, which consent Declarant may withhold in its sole discretion.

Section 16.4 Amendment Requirement by Government Mortgage Agencies. Notwithstanding the provisions of Section 16.3 hereof requiring approval of an amendment or repeal by Members holding at least seventy-five percent (75%) of the voting power of the Association and the provisions of Section 16.2 hereof requiring approval of repeal of this Declaration by Members holding at least ninety percent (90%) of the voting power of the Association, any provision or Restriction contained in this Declaration which any Government Mortgage Agency requires to be amended or repealed may be amended or repealed by vote of Members holding at least two-thirds (2/3) of the voting power of the Association, which must be present in person or by proxy at a duly constituted meeting of the Members. Any such amendment or repeal shall be effective upon the Recordation in the office of the Clerk and Recorder of Gilpin County, Colorado, of a certificate, executed by the President or a Vice President and the Secretary or an Assistant Secretary of the Association setting forth the amendment or repeal in full and certifying that the amendment or repeal has been approved by the vote of the Members as herein provided.

Section 16.5 Amendment of Articles and Bylaws. The Articles and Bylaws may be amended in accordance with the provisions set forth in such instruments or, in the absence of such provisions, in accordance with the applicable provisions of the Colorado Revised Nonprofit Corporation Act.

Section 16.6 Agreements with Government Mortgage Agencies. The Association may enter into such contracts or agreements on behalf of the Association as may be required in order to satisfy the requirement or guidelines of any Government Mortgage Agency so as to allow for the purchase, guarantee or insurance, as the case may be, by a Government Mortgage Agency of First Mortgages encumbering Lots within the Project Area. Each Owner hereby agrees that it will benefit the Association and the Members thereof, as a class of potential mortgage borrowers and potential sellers of Lots within the Project Area if Government Mortgage Agencies approve the Project Area or parts thereof as qualifying under their respective policies, rules and regulations as adopted from time to time.

Section 16.7 Association Right to Mortgage Information. Each Owner hereby authorizes any First Mortgagee holding a Mortgage on such Owner’s Lot within the Project Area to furnish information to the Association concerning the status of such First Mortgage and the loan which it secures.

Section 16.8 Notices. Any notice permitted or required to be given under this Declaration shall be in writing and may be given either personally or by mail, facsimile or telegraph. If served by mail, each notice shall be sent postage prepaid, addressed to any Person at the address given by such Person to the Association for the purpose of service of such notice, or to the Lot of such Person if no address has been given to the Association and shall be deemed given, if not actually received earlier, at 5:00 p.m. on the second business day after it is deposited in a regular depository of the United States Postal Service. Such address may be changed from time to time by notice in writing to the Association.

Section 16.9 Persons Entitled to Enforce Declaration. The Association, acting by authority of the Executive Board, any Member of the Association, and Declarant shall have the right to enforce any or all of the provisions, covenants, conditions, restrictions and equitable servitudes contained in this Declaration against any property within the Project Area and the Owner thereof. The right of enforcement shall include the right to bring an action for damages as well as any action to enjoin any violation of any provision of this Declaration.

Section 16.10 Violations Constitute a Nuisance. Any violation of any provision, covenant, condition, restriction or equitable servitude contained in this Declaration, whether by act or omission, is hereby declared to be a nuisance and may be enjoined or abated, whether or not the relief sought is for negative or affirmative action, by any Person entitled to enforce the provisions of this Declaration.

Section 16.11 Violations of Law. Any violation of any federal, state, municipal or local law, ordinance, rule or regulation, pertaining to the ownership, occupation or use of any property within the Project Area is hereby declared to be a violation of this Declaration and shall be subject to any and all of the enforcement procedures set forth in this Declaration.

Section 16.12 Remedies Cumulative. Each remedy provided under this Declaration is cumulative and not exclusive.

Section 16.13 Costs and Attorneys’ Fees. In any action or proceedings under this Declaration, the prevailing party shall be entitled to recover its costs and expenses in connection therewith including reasonable attorneys’ fees.

Section 16.14 Limitation on Liability. The Association, the Executive Board, the Architectural Review Committee, Declarant and any Member or member, agent or employee of any of the same shall not be liable to any Person for any action or for any failure to act if the action or failure to act was in good faith and without malice.

Section 16.15 No Representations or Warranties. No representations or warranties of any kind, express or implied, shall be deemed to have been given or made by Declarant or its agents or employees in connection with any portion of the Project Area, or any Improvement thereon, its or their physical condition, zoning, compliance with applicable laws, fitness for intended use, or in connection with the subdivision, sale, operation, maintenance, cost of maintenance, taxes or regulation thereof, unless and except as shall be specifically set forth in a writing signed by Declarant.

Section 16.16 Governing Law. This Declaration shall be construed and governed under the laws of the State of Colorado.

Section 16.17 Severability. Each of the provisions of this Declaration shall be deemed independent and severable and the invalidity or unenforceability or partial invalidity or partial enforceability of any provision or portion thereof shall not affect the validity or enforceability of any other provision.

Section 16.18 Number and Gender. Unless the context requires a contrary construction, the singular shall include the plural and the plural the singular, and the masculine, feminine or neuter shall each include the masculine, feminine and neuter.

Section 16.19 Captions for Convenience. The titles, headings and captions used in this Declaration are intended solely for convenience of reference and shall not be considered in construing any of the provisions of this Declaration.

Section 16.20 Executive Board’s Authority to Interpret. The Executive Board shall have the authority to interpret the provisions of this Declaration, the Articles, Bylaws and Rules and Regulations. Absent manifest error, any such interpretation by the Executive Board shall be binding on all Persons.
(Signature Page Follows)

IN WITNESS WHEREOF, Declarant has executed this Declaration as of the date first set forth above.
LONE PINE REAL ESTATE, LLC, a Delaware limited liability company
By:
Scott Schorer, Manager
STATE OF COLORADO )
) ss.
COUNTY OF _____________ )
The foregoing instrument was acknowledged before me this _____ day of __________, 2005, by Scott Schorer as Manager of Lone Pine Real Estate, LLC, a Delaware limited liability company.
Witness my hand and official seal.
My commission expires:
Notary Public

EXHIBIT A
to DECLARATION for ROOSEVELT RIDGE
LEGAL DESCRIPTION of PROJECT AREA

A parcel of land situated in Section 18, Township 2 South, Range 72 West of the 6th P.M., in the County of Gilpin in the State of Colorado, to wit:
Government lots 4, 7, 9, 10, 11, 12;
The east half northwest quarter (E½ NW¼);
The southeast quarter southwest quarter (SE¼ SW¼);
The northwest quarter southeast quarter (NW¼ SE¼);
The south half southeast quarter (S½ SE¼); and the northeast quarter (NE¼)
Except that portion conveyed to county by deed recorded April 18, 1994 in book 287 at page 405 and 513 at page 240; and government lot 8, Section 18, Township 2 South, Range 72 West of the 6th P.M., County of Gilpin, State of Colorado.

All in Section 18, Township 2 South, Range 72 West of the 6th P.M., County of Gilpin, State of Colorado, together with and including a portion of the above described land which is known and described as Lots 1 through 15, Second Amended Plat of Howard-Dieker Estates Subdivision, in Section 18, Township 2 South, Range 72 West of the 6th P.M., Recorded October 15, 1993, Reception No. 79284, map file #H23, County of Gilpin, State of Colorado.

Excepting therefrom the Lump Gulch Placer, U.S. Survey No. 12825, the California Lode #2 U.S. Survey No. 16390, the California Lode U.S. Survey No. 783 and the Iron Cross Lode, U.S. Survey No. 5977.

EXHIBIT B
to DECLARATION for ROOSEVELT RIDGE
LEGAL DESCRIPTION of ANNEXABLE AREA

(A) Parcel A as described on the Plat
(B) California Lode Mining Claim, M.S. #783; California Lode Mining Claim, M.S. #16390; Iron Cross Lode Mining Claim, M.S. #5977; or portions thereof
(C) Neighboring 35 acre “carve out” described as NE ¼, SE ¼, Sec. 18 on the Plat

EXHIBIT C
to DECLARATION for ROOSEVELT RIDGE
RECORDING DATA for
RECORDED EASEMENTS and LICENSES

Notes and Easements as shown on the Roosevelt Ridge Exemption Plat to be recorded in the Gilpin County Clerk and Recorders office.

Deed of Conservation Easement In Gross between Seller and Gilpin County to be recorded in the Gilpin County Clerk and Recorders office.

Articles of Incorporation

ARTICLES of INCORPORATION of
ROOSEVELT RIDGE HOMEOWNERS ASSOCIATION

The person identified below, acting as incorporator, hereby establishes a nonprofit corporation pursuant to the Colorado Revised Nonprofit Corporation Act and adopts the following articles of incorporation.

I.
NAME

1.1 Name. The name of this corporation shall be Roosevelt Ridge Homeowners Association. For purposes of these Articles, the corporation is hereinafter referred to as the Association.

II.
DURATION

2.1 Duration. The period of duration of this corporation shall be perpetual.

III.
PURPOSES AND POWERS

3.1 General Purpose. The Association is organized to be and constitute the Association to which reference is made in the Declaration of Covenants, Conditions and Restrictions for Roosevelt Ridge (the “Declaration”). The Declaration is executed by Lone Pine Real Estate, LLC (the “Declarant”). The Declaration is recorded in the office of the Clerk and Recorder of Gilpin County, Colorado (“Recordation”). The Declaration relates to real property in Gilpin County, Colorado, which is subject to the Declaration (the “Project Area”). The Association is not organized in contemplation of pecuniary gain or profit to its Members.

3.2 Specific Purposes. Except as provided in Section 3.4 below, the specific purposes for which the Association is organized are:

(a) To exercise all of the rights, powers and privileges and to perform all of the duties and obligations of the Association as set forth in the Declaration or in any amendment to the Declaration.

(b) To provide for maintenance, preservation and architectural control in the Project Area, as provided in the Declaration.

(c) To promote, foster, and advance the common interests of owners of Lots within the Project Area.

(d) To fix, levy, collect and enforce payment of, by any lawful means, assessments and other amounts payable by or with respect to Owners of Lots within the Project Area as provided in the Declaration.

(e) To manage, maintain, repair and improve the Common Area within the Project Area, and to perform services and functions for or relating to the Project Area, all as provided in the Declaration.

(f) To enforce covenants, restrictions, conditions and equitable servitudes affecting the Project Area.

(g) To make and enforce rules and regulations with respect to the interpretation and implementation of the Declaration and the use of any property within the Project Area, including Lots.

(h) To establish and maintain the Project Area as property of the highest quality and value, and to enhance and protect its desirability and attractiveness. Each purpose specified herein is an independent purpose and is not to be restricted by reference to or inference from the terms of any other purpose.

3.3 Powers. Except as provided in Section 3.4 below, the Association shall have all of the powers which a nonprofit corporation may exercise under the Colorado Revised Nonprofit Corporation Act and the laws of the State of Colorado in effect from time to time.

3.4 Restrictions on Purposes and Powers. The purposes and powers of the Association described above are subject to the following limitations, in addition to any express limitations stated in the Declaration:
(a) Nonprofit Purpose.

(i) The Association shall be organized and operated exclusively for nonprofit purposes.

(ii) No part of the net earnings of the Association shall inure to the benefit of any Owner, except as expressly permitted below with respect to the dissolution of the Association.

(iii) The Association shall not pay any dividends. No distribution of the assets of the Association shall be made to Owners. Upon dissolution of the Association, the assets of the corporation shall be dealt with as provided in Article VIII below.

(b) Litigation.
(i) The Association is not empowered to and shall not commence or pursue any litigation, arbitration, administrative proceeding or other legal action utilizing legal counsel who are compensated on a contingency fee or similar means of compensation in which litigation costs and attorneys fees are not paid on a current basis or are paid out of the settlement or judgment amount recovered by the Association in such action.

(ii) In recognition of the expenses and disruption associated with litigation or other legal action, the Association is not empowered to and shall not commence any litigation, arbitration, administrative proceeding or other legal action without the approval of Owners representing at least 75 percent of the votes allocated to all Memberships in the Association.

(iii) This paragraph (b) of Section 3.4 shall not apply to: (i) actions brought by the Association against one or more Owners, in that capacity, to enforce the Declaration or the Bylaws or any rules and regulations adopted by the Association pursuant to the Declaration (including, without limitation, the foreclosure of liens); (ii) the collection of assessments; (iii) proceedings involving challenges to ad valorem taxation; (iv) counterclaims brought by the Association in proceedings instituted against it; (v) actions brought by the Association against any contractor, vendor, or supplier of goods or services arising out of an express contract with the Association or its manager for services or supplies; or (vi) any action brought by the Association to enforce any rights of the Association under the Master Declaration, or any claim against the Master Association. This paragraph (b) of Section 3.4 does apply (without limitation) to actions brought by the Association against the Declarant acting in its capacity as Declarant or as the developer of the Project.

(iv) This paragraph (b) of Section 3.4 shall not be amended unless such amendment is approved by the affirmative vote of: (i) a majority of the Executive Board, and (ii) the Declarant; and (iii) 75 percent of the votes allocated to all Memberships in the Association.

IV.
REGISTERED OFFICE AND AGENTS

4.1 Initial Registered Office and Registered Agent. The initial registered office of the Association shall be at 1675 Broadway, Denver, Colorado 80202. The initial registered agent of the Association, whose business office is identical with such registered office, is The Corporation Company.

4.2 Principal Office. The address of the Association’s initial principal office shall be 1630A 30th Street, #442, Boulder, Colorado 80301.

V.
EXECUTIVE BOARD

5.1 Executive Board. The affairs of the Association shall be managed by an Executive Board. The duties, qualifications, number and term of directors and the manner of their election, appointment and removal shall be as set forth in the Declaration and the Bylaws.

5.2 Initial Executive Board. The number of the first Executive Board shall be three. The names and addresses of the persons who are to serve as the initial directors are as follows:

Name
Scott Schorer

Address
1630A 30th Street, #442
Boulder, CO 80301

VI.
INCORPORATOR

6.1 Incorporator. The name and address of the incorporator who causes this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, is Scott Schorer, 1630A 30th Street, #442, Boulder, CO 80301.

VII.
MEMBERS & VOTING RIGHTS

7.1 Members. The Association shall have one class of Members. Each owner of a Lot within the Project Area shall be a Member.

7.2 Voting Rights of Members. There shall be one Membership for each Lot within the Project Area. Each Membership shall be entitled to one vote, regardless of the number of Owners of the Lot to which the Membership is appurtenant.

7.3 Proxy Voting. A Member entitled to vote may vote in person or, if the Bylaws so provide, may vote by proxy executed in writing by the Member or his duty authorized attorney-in-fact.

7.4 Cumulative Voting. Cumulative voting by Members in elections for Directors shall not be permitted.

VIII.
DISSOLUTION

8.1 Dissolution. The Association may be dissolved only upon termination of the Declaration and with the assent given in writing and signed by not less than seventy-five percent of the voting power of the Members of the Association. Written notice of a proposal to dissolve, setting forth the reasons therefore and the disposition to be made of the assets, as set forth below, shall be mailed to every Member at least 90 days in advance of any action taken. Upon dissolution of the Association, the assets both real and personal of the Association, shall be dedicated to an appropriate public agency or agencies or utility or utilities to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the Association. In the event that such dedication is not accepted, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the Association. No such disposition of the Association land shall be effective to divest or diminish any right, title or easement of any Member vested in him under the Declaration, unless made in accordance with the provisions of such Declaration.

IX.
MISCELLANEOUS

9.1 Bylaws. The Association shall have the power to make and alter Bylaws, not inconsistent with these Articles of Incorporation or with the laws of the State of Colorado or with the Declaration, for the administration and regulation of the affairs of the corporation. The initial Bylaws of the Association shall be adopted by the Executive Board. The Bylaws may be amended as provided in the Declaration.

9.2 Amendment of Articles. The Association may amend these Articles of Incorporation from time to time in accordance with the Colorado Revised Nonprofit Corporation Act in any and as many respects as may be desired so long as the Articles of Incorporation as amended contain only such provisions as are lawful under that Act and so long as the Articles of Incorporation as amended shall not be contrary to or inconsistent with any provision of the Declaration.

9.3 Definitions. The capitalized terms in these Articles of Incorporation shall have the same meaning as any similarly capitalized terms defined in the Declaration.

Dated this 22nd day of September, 2005.

Design Guidelines

ROOSEVELT RIDGE PRIVATE RESERVE
Design Guidelines

September 2005

INTRODUCTION

DESIGN WITH A MOUNTAIN THEME

Colorado has long history of producing exquisite mountain communities. Roosevelt Ridge will continue this tradition and promote architectural designs that capture the essence of our pristine natural setting.

We have carefully planned Roosevelt Ridge to take advantage of this site’s remarkable natural beauty and unsurpassed views. Combined with the project covenants, these Design Guidelines and the Roosevelt Ridge Submittal Process and Construction Regulations will help owners and their architects design homes consistent with our theme. The guidelines will also help the Design Review Committee (DRC) establish and maintain the theme.

With homes and outbuildings located in a small portion of each parcel, Roosevelt Ridge’s residential community will be integrated into permanently protected piece of the Rocky Mountains. Each residence will be set into a two-acre “building envelope” within a 20-acre covenant-protected parcel. As a result, residences and access roads comprise less than 12 percent of the entire property. The rest is protected as natural open space.

Roosevelt Ridge’s home sites have been carefully located to protect privacy and preserve vistas. Houses and outbuildings will be placed inconspicuously. Roads and other structures will be woven into the landscape with minimal disturbance to trees and vegetation. All structures will fit naturally into the landscape, avoiding locations on top of ridge lines or hills. Existing natural landmarks and flora will be preserved.

To ensure smooth operation of the property, the land outside of the building envelope will be managed by the homeowners association for wildfire mitigation, recreation and road maintenance. Roosevelt Ridge will also include a private trail system which will provide non-motorized access to the open space and the adjacent public land.

These Design Guidelines will ensure the potential of Roosevelt Ridge is realized, and that the Development Plan is completed as conceived. By prohibiting poorly designed or incompatible buildings and structures, the Guidelines enhance and maintain property values for every owner.

These Design Guidelines respect and enhance the environment and character that make Roosevelt Ridge unique. The guidelines are based upon several strong principles:

  • The architecture of residences and other structures will express a western character consistent with the site.
  • Homes will be designed to fit the existing site topography to reduce site disturbance, maintain views and maintain the existing mountain landscape.
  • Buildings and structures will be built with natural and natural looking materials found within the region and with the intent to represent permanence.
  • A consistency between design elements, such as homes, accessory buildings, fences, gates, signs, lighting, walls, and other elements, also will reinforce project character.
  • Roads, driveways and structures will minimally disturb the site.
PURPOSE & OBJECTIVES of the GUIDELINES

These Design Guidelines will ensure that the potential of Roosevelt Ridge is realized and completed as conceived. The Design Guidelines promote architectural coherence and a sense of a community throughout Roosevelt Ridge. They guard against intrusions on views, other forms of visual pollution and inappropriate disruption of the site and at the same time foster harmony between buildings and their sites and among the buildings themselves.

The Design Guidelines apply to everyone who constructs, refinishes, or alters any part of a building exterior, or makes any site disturbance, including tree cutting, grading and installing utilities.

For communities across the nation, Design Guidelines have proven to enhance and maintain property values. These design standards will forever protect the very qualities that attracted you to Roosevelt Ridge.

DESIGN REVIEW COMMITTEE (DRC)

The Design Review Committee (DRC) will administer the Design Guidelines. More than a regulatory body, the DRC helps you and your consultants interpret the Design Guidelines and develop creative responses. The DRC does not dictate taste or advocate particular design solutions. Instead, the DRC oversees the preservation of the mountain character within the Roosevelt Ridge.

The DRC strives to:

  • Avoid harsh contrasts in the landscape.
  • Foster harmony between buildings and their sites and among buildings themselves.
  • Encourage high-quality design which creates a unique character, based on the Colorado Mountains.

The following pages provide standards regarding the design of architecture and the site. The DRC may allow exceptions or modifications when you can demonstrate that changes reflect the spirit of the Design Guidelines.

The Design Guidelines may be occasionally amended. When contemplating changes to your property, you should obtain the most recent issue of this booklet.

Please see “Roosevelt Ridge, Private Reserve, Submittal Process and Construction Regulations” for detailed information about completing the DRC review process.

ARCHITECTURAL DESIGN GUIDELINES

ARCHITECTURAL CHARACTER

It might be helpful to think of the architectural design of residences and other site improvements at Roosevelt Ridge in terms of “character” rather than “style.”

The natural mountain setting of Roosevelt Ridge defines the community’s architectural character. This consists of a mix of steep wooded terrain and open meadows. Roosevelt Ridge offers majestic vistas toward the Continental Divide and Rollinsville. In short, it is a setting that deserves respect.

The architectural character of Roosevelt Ridge should draw on these intrinsic values, as well as upon “mountain character,” reflecting the land’s natural landscape. The architectural character of each home needs to capture the spirit of the western mountains. The careful use of steeply pitched roofs broken by dormers, deep wrap-around porches with columns, the use of siding to replicate historic building styles and the use of stone or masonry as a structural part of the home are all elements which capture this spirit.

You will find that these Design Guidelines encourage a range of creative architectural expressions. No two buildings will look alike at Roosevelt Ridge, yet they will all fit within their setting and complement each other.

BUILDING SPECIFICATIONS

BUILDING FORM

Make building forms, walls, roofs, and porches simple. Because of the extensive tree cover within Roosevelt Ridge house forms are less visible but still need to avoid strongly projecting dramatic, or futuristic forms. The intent is for the house form to fit or blend within the open meadow or forested slope. This can be achieved by avoiding two story walls and instead building upper living space into the roof structure and adding dormers for added light. This design guideline avoids the look of large slab-like walls on the property. The site grades would also strongly suggest stepping the houses form down consistent with the lots existing slopes rather than building homes that appear highly vertical.

BUILDING HEIGHT

Building heights will be a maximum of 35′ as prescribed by the Gilpin County Land Use Code.

WALL MATERIALS

Homes will use simple, natural materials for walls, roofs, trim, and details. Consider materials that will age and “weather” with the surroundings. Avoid strikingly high-tech materials; rather, use materials with a natural texture.

Unbroken expanses of a single material can overpower the rest of a building and its surroundings. To avoid a monolithic feeling, employ more than one material for wall expanses. Stone, wood, masonry, and stucco can be combined with heavier materials closer to the ground for foundation or first level walls. Caution: too many materials in one building results in visual chaos.

Incorporate the carefully articulated use of wood or painted siding, logs, stone, rock, masonry or stucco into residential architecture. Be sensitive to appropriate mass and scale. Make secondary elements such as entrances, chimneys, or screen walls expressive to add distinctiveness and interest.

No reflective materials such as high-gloss paints, etc. can be used on any building.

All exterior walls will be constructed to achieve a minimum of one hour fire rating which can be achieved with the use of stucco, cement board siding, 8″ thick logs or timbers and with wood siding installed over 5/8″ gypsum board.

STONE

Stone patterns must appear structural in appearance with the stone size gradually decreasing from lower to upper courses. The use of local stone installed in a random pattern is preferable; however the DRC will consider alternative methods. Photos or examples of stone installation are required for approval by the DRC. To increase the appearance of the structural nature of the stone, the stone will be set along natural horizontal bedding planes and without long uninterrupted horizontal or vertical joints.

The use of manufactured/cultured stone or other man made materials rather than natural stone is discouraged. However, the primary objections to these materials are the care and method of installation. Homes using manufactured stone are required to provide a sample panel for DRC review and to provide an example during the remainder of the installation as to the quality and character of the stone installation on the entire home.

Samples will be submitted to the DRC for initial review and a sample panel demonstrating stone installation will be constructed on site and approved at the time of final plan review.

All homes in Roosevelt Ridge will include a minimum of 25% natural stone on the exterior elevations. This percentage is calculated on the entire exterior vertical square footage, including windows and doors. The use of stone must not appear contrived, but rather clearly a structural element of the home.

ROOFS

Homes should include multiple roof lines and dormers which demonstrates a hierarchy of roof forms. Expanses of unbroken roof planes and ridge lines are discouraged. Dormers providing natural light to upper floors are a plus. The use of low eave lines reinforces the building form and provides protection of pedestrians, walkways and driveways by extending eaves over the home.

Roofs should help establish and maintain the mountain character. Traditionally roofs in mountain locations with high snow fall amounts are quite steep. The roof pitch of structures at Roosevelt Ridge may range from 10:12 to 12:12. Flat and shed roofs are only permitted as secondary roofs or where stepping the home up steep slopes the roof areas offer opportunities for decks. Other roof forms such as curved roofs are discouraged.

Roof materials are limited to raised metal seam roof, slate or concrete or other non-reflective material such as corrugated metal or copper that will weather over time. The roof color will blend the building into the landscape as viewed from off site. Fast-weathering techniques of roof materials may be useful. No shake shingles or other wood roof materials are allowed. Samples of proposed roof material will be submitted to the DRC for review and approval.

Centralize roof vents and exterior mechanical equipment and screen these features from view. Integrate skylights with the roof architecture. Solar panels and equipment must be designed and constructed to appear integral to the roof. This generally means that the panels will be mounted so their surface is flush or nearly flush with the roof surface, with all equipment in the structure’s attic. When solar orientation prohibits this approach, the roof shall be altered so that the panels appear “built in” and not distinctly noticeable.

Flashing, gutters and downspouts are to be minimized. Homes will construct flashing, gutters and downspouts of materials that will be consistent visually with the other exterior material. Samples of proposed roof material will be submitted to the DRC for review and approval.

Roof material will be Class A compliant, downspouts and gutters will be made of non-combustible materials and eaves and soffits will have a minimum of a one-hour fire rating. Combined these construction requirements will to help protect homes from potential wild fire hazards.

COLORS

Let the natural environment of Roosevelt Ridge guide your color selections. Strive to match the natural colors of local trees, native vegetation, grasses, and rocks which will support the house to fit within the existing landscape. Unpainted materials that exhibit the patina of natural weathering are preferred. Use accent colors judiciously. Provide the DRC samples of all colors and their proposed uses for approval.

WINDOWS & DOORS

All doors and windows are to appear recessed and designed with sills. Surface mounted windows that include trim details to replicate the appearance of recessed windows maybe used with DRC approval. Large areas of glass are to be shaded by roof overhangs, balconies or porches to minimize window visibility and reflections as seen from off site. Based on the considerations of view and day lighting, solar and other energy-use considerations are to be applied, with larger windows on southerly exposures and smaller windows to the north. Larger windows are to be subdivided with structural members or created by ganging smaller windows. Window frames for homes should be made of wood, finished naturally, or painted a natural color. Cladding may be of copper as an alternative. Vinyl cladding is allowed. Any cladding must be submitted to the DRC for review. Reflective or mirrored glass is not acceptable.

The size, number, and placement of windows should provide a sensitive counterpoint to wall surfaces. The size and shape of window openings are to be appropriately proportioned to scale and to the character of their location in the structure.

Doors should appear to be substantial. Locate doors in sheltered or protected areas. Tempered glass shall be used in all windows and doors that face downhill slopes to reduce wild fire hazard. Doors will be solid core with a minimum thickness of 1 ¾″.

FOUNDATION WALLS

Connect each building visually to the site at the foundation. Clad exposed foundation walls with stone, masonry, or other architectural enhancements. The cladding materials are to be an expression of the building structure. The foundation and its cladding will appear as a single structural element which anchors the home to the site.

DECKS & TERRACES

Because of the steep slopes and State restriction on the use of well water for outside irrigation, the creation of a yard, is discouraged. Where the grade allows, decks and terraces should be designed as an extension of residential architecture. Incorporate decks into the architecture of the residence. The preferred solution is to step homes down steep slopes allowing for outdoor spaces to occur above the levels below. However, if this solution is not an option, any deck located over a downhill slope over 10% must be constructed to achieve a one-hour fire rating.

ADDITIONAL SPECIFICATIONS

GARAGES, CARPORTS and PARKING SPACES

Orient garage doors away from the main roadway. Screen from view or enclose all vehicles other than autos. Campers, trailers, mobile homes, large trucks, boat trailers, tractors, snow-removal equipment, and garden or maintenance equipment must be kept in a closed structure, except when in use. The DRC will consider designs for vehicle storage buildings that are consistent with the Design Guidelines and the lot architecture within the building envelopes. Provide at least two covered parking spaces at each homesite as well as two additional surface parking spaces.

ACCESSORY STRUCTURES WITHIN the BUILDING ENVELOPE

Accessory structures must complement the main residence. Accessory structures such as workshops, sheds, greenhouses, pergolas, trellises, pavilions, and pet enclosures are encouraged to be arranged to resemble a ranch “compound.” Outbuildings and accessory structures must be architecturally subservient to the main residence.

Accessory structures are allowed only within the building envelope, but may not detract from views from other homes.

Observation towers, basketball backboards and large play structures are discouraged but maybe allowed with DRC approval.

UTILITY and METER CONNECTIONS and TREATMENT

Place utility and meter connections in unobtrusive, screened locations. Where utility and meter connections are attached to the house, integrate the equipment in an enclosure which is part of the overall architecture.

FIRE SPRINKLER SYSTEMS

Include automatic sprinkler systems or other fire protection systems in all residences. These must meet the requirements of the High County Protection District and Gilpin County.

MECHANICAL EQUIPMENT

Install mechanical equipment, such as air conditioners and heating equipment as an integral part of the architecture, whenever possible. These items cannot be visible from neighboring properties or roadways.

SITE DESIGN GUIDELINES

These guidelines will give you a feel for the Roosevelt Ridge development concept, while providing insight into sensitive site development and construction techniques.

VIEWS

The Site Plan for Roosevelt Ridge was carefully conceived to preserve and enhance views where possible. The DRC will review the effect of architectural designs and proposed improvements according to the impacts on adjacent lots and existing homes. The DRC will utilize its existing digital model of the Property to evaluate sight impact of each proposal.

BUILDING LOCATION

All construction disturbances must occur within the building envelope except for access to the building envelope from the main road or common driveway. Note that septic fields and wells may be located outside the building envelope with DRC approval and appropriate revegetation of disturbed areas is completed as per these design guidelines. This will be enforced strictly and is the complete responsibility of the lot owner to assure that all activity occurs within the lot.

BUILDING ENVELOPE

A Building Envelope is designated on each Lot within Roosevelt Ridge. Lot should be developed with the least impact to the natural setting. A Forest Management / Fire Mitigation Plan has been prepared for the entire property. Initially fire mitigation will be completed on each building envelope with the Lot Owner being responsible to continue to follow the recommendation within that Plan. Buildings, structures and other improvements are placed within the landscape with careful consideration to existing homes, existing land forms, views, privacy, and access. Before disturbing any ground, owners must submit proposed building locations to the DRC. Parcel owners may propose modifying the building envelope to accommodate their plans. The DRC will consider revisions to retain flora, improve views, or to reduce the effects of grading.

If the DRC approves modification to the building, the parcel owner must permanently locate the building envelope on site and revise the Subdivision Exemption Plat at their expense.

ACTIVITY OUTSIDE of the BUILDING ENVELOPE

Any ground disturbing activity outside of the building envelope will be carefully reviewed by the DRC to assure that the activity has been designed to reduce site impacts and minimally impact other lot owners. Driveways have been located as part of the fire mitigation activities on each building envelope. If a lot owner wishes to use an alternative alignment, the lot owner will be responsible to restore the alignment used for fire mitigation including installing temporary irrigation, tree planting, etc. to the satisfaction of the DRC. All utility connections from the main road or shared driveways to the Building Envelope must occur within the disturbance of the driveway and be located underground. Lot owners may, with DRC approval, install private trails that connect to the common trail system within Roosevelt Ridge. A simple gate and/or signage at the connection to the common trail system is allowed with DRC approval. Lot owners may also locate a primitive (no infrastructure, driveways or uses considered by the DRC to be inappropriate) recreation site for their private use within their lot and outside of building envelope. The primitive recreation site could include picnic area with tables and fire pit, a deck or a small structure and trails to access the primitive recreation site.

DRIVEWAYS

Private driveways will be built and maintained by individual property owners and may be shared. Each lot may have a maximum of two access points to the Road or shared driveways.

All driveways must provide for through-drainage at the intersection to roads. Concrete or metal pipes are to be completely concealed.

Because of the steep nature of the site the location of driveways and the resulting site disturbance is a critical element of design review. As part of the preparation of each building envelope, fire mitigation was completed including a preliminary driveway location to allow equipment access. This alignment is preferred but alternative locations are possible with DRC approval. In the event a different driveway alignment is allowed the lot owner is responsible to restore the route used to access the building envelope to perform wildfire mitigation. Driveways must be included as part of the DRC submittal and include the entire extent of disturbance with 2′ increment contours.

Private driveways may not exceed 12-feet wide, with 2-foot shoulders on either side from the roadway to the residence. Driveway design must conform to Gilpin County and High Country Fire District standards and requirements including the maximum grades, inclusion of turn outs and providing adequate area for a fire truck to turn around. The only approved access for construction to a residence is over the driveway for the lot. Unpaved driveways are allowed and must be covered with gravel or stone.

All utility connections to individual homes must occur within the driveway alignment. The lot owner may request an alternative alignment but the DRC reserves the right to assess the lot owner any costs associated with locating utilities along an alternative alignment that results in site disturbance outside of the lot.

GRADING & DRAINAGE

Roosevelt Ridge seeks to preserve the natural topography and maintain a delicate natural drainage system. Lots have been located to minimize disturbance of the existing site. No building, improvement, or landscaping may alter the natural drainage pattern without DRC approval.

Roosevelt Ridge is requiring an innovative approach to all drainage on the site. In most developments, drainage is managed through a series of gutters, channels and storm sewers. The effect of gutter/channels is that runoff is concentrated, resulting in increased erosion and limits re-absorption of site runoff. At Roosevelt Ridge drainage design has taken the reverse approach of limiting channels and storm sewers to locations where absolutely necessary, such as under roads and driveways. Instead, the drainage design focuses on dispersing and slowing down the drainage flow wherever possible. Homeowners are responsible for a similar approach on their lots. All drainage exiting a lot must outlet into an area where water will move slowly and not result in erosion. This can be accomplished by reducing grade where possible, stabilizing exposed areas with appropriate erosion control measures and vegetating drainage ways immediately. Because of the location of Roosevelt Ridge, existing topsoil is very thin or nonexistent. All revegetation must start with the installation of sufficient soil to promote growth of vegetation. Any erosion resulting from the drainage from one lot to another will be remediated by the HOA and the cost assessed to the property owner.

You may conduct controlled grading within the Building Envelope to construct the residence, other buildings and structures, patios, driveways and parking. Do not interfere with or redirect any drainage or runoff without DRC approval.

“Contour grade” all site disturbances to blend with the natural topography. Contour grading involves moving earth so the final landform has a natural appearance. Grading that occurs within the lots must match the natural topography at the lots line in a natural manner.

In particular:

  • Round off tops and bottoms of cut-and-fill slopes to blend with natural land forms.
  • Make cut-and-fill slopes undulate to harmonize with land forms.
  • Retain prominent land and vegetation; or integrate these features into new grading and landscaping.
  • Use natural looking surface systems with appropriate erosion control for drainage, rather than underground or more engineered solutions.

LANDSCAPE/REVEGETATION DESIGN GUIDELINES

Fitting a new residence into the mountain landscape of Colorado presents interesting challenges and rewards. The intention is for the homes of Roosevelt Ridge to be integrated into the existing site and create as limited disturbance in sensitive areas as possible. Because of restriction on use of the domestic well for irrigation the primary focus of landscaping is to restore a natural, self-sustaining landscaping that helps to integrate the home into the development and the surrounding natural setting.

Owners and their landscape architects need to consider that Roosevelt Ridge is at an altitude of over 9,000 feet. Within this mountain landscape, the selection, placements and care of landscaping is critical for success. In short, a limited number and variety of plants will flourish. Included in these Design Guidelines is the Roosevelt Ridge Suggested Plant List, naming indigenous plants and others appropriate for the site. This list is not intended to be all inclusive, but to provide the homeowner a palette of plant material with a better likelihood of success, both in surviving the site conditions and fitting in with the site character.

REVEGETATION/EROSION CONTROL

Immediately revegetate areas disturbed during construction to control erosion. Replanted areas should blend with the natural grasses or ground cover. If seasonal conditions do not allow permanent landscaping, employ temporary erosion-control such as annual seeding with hydromulch or mulch blankets. No rocks, plants, or trees can be removed from any portion of Roosevelt Ridge without written DRC permission.

SWIMMING POOLS & TENNIS COURTS

Outdoor swimming pools, and tennis courts are not allowed.

HOA LANDSCAPE/REVEGETATION RESPONSIBILITIES

Roosevelt Ridge is located in an area with an extremely delicate natural environment. Many of the plants, shrubs and trees have grown on site for many years to attain the size and density that presently exist. Any disturbance to this delicate landscape will take years if not decades to repair. The other factor in restoring the natural landscape within the project is the level of expertise, experience, and equipment necessary to appropriate revegetated disturbed areas. To facilitate a uniformly high quality revegetation effort, the HOA will retain responsibility to revegetate all disturbed areas except within the Building Envelopes, and as a result of DRC approved ground disturbing activities outside the building envelope such as driveways, septic and wells. The HOA reserved the right to assess the cost for re-vegetation efforts to individual lot owners.

The result of having the HOA retain these responsibilities is a uniformly high quality revegetation effort with a single entity responsible for success.

FENCES & SCREENING

Fencing is allowed only within the building envelope. Due to the shallow bedrock, the use of buck or wildlife safe fencing is encouraged. Chain-link, wire mesh, plywood, chain and bollard, electrically charged, picket fences or fence unsafe for wildlife are prohibited.

Wildlife-Safe “Buck” Fencing
Wildlife-Safe “Buck” Fencing
Within Building Envelopes, fences, privacy walls, barrier devices and retaining walls may be employed for privacy and screening within the lot. They may not exceed 6-feet tall and must be integrated into the overall house design.

All above ground utility equipment, such as telephone pedestals, electric transformers, etc. must be adequately screened within the landscape.

EASEMENTS

Easements and others are shown on the Subdivision Exemption Plat Map. No grading, structure, planting, or other improvement may damage or interfere with the installation and maintenance of facilities protected by easement.

UTILITIES

All Utilities must be installed underground with attention paid to minimizing site disturbance and the location of any above ground equipment, such as telephone pedestals and electric transformers.

SATELLITE DISHES

Small satellite dishes are permitted, subject to DRC approval.

Completely screen within the landscape all satellite dishes from the view of any other property within Roosevelt Ridge.

LOT ENTRY IMPROVEMENTS

An address (and family name if desired) identification marker and modest entry feature, or structure consistent with the project is encouraged at the entrance to each driveway. The design of entry structures must be architecturally compatible with the primary residence. Gilpin County will assign house and residence numbers.

ADDITIONAL SIGNS

No additional signs detached from the house are permitted. A residential construction information sign is permitted before the first transfer of deed from the original purchaser. A real estate sales sign is also permitted with DRC approval. All signs are to comply with the Gilpin County Land Use Code.

FLAGS/BANNERS

No more than three flags or banners can be displayed within any lot. They cannot exceed 15 square feet. Flags and banners can be used with DRC approval.

EXTERIOR LIGHTING DESIGN GUIDELINES

All exterior lighting will be coordinated so as to be of the same character as/and consistent with the overall house design.

No exterior light can produce excessive glare to pedestrian or vehicular traffic. No direct source may be visible from neighboring properties. Indirect light sources and horizontal cut-off fixtures can reduce glare. The DRC may approve lighting fixtures whose direct source of illumination is visible with the use of 25 watt (or less) bulbs and opal or smoked glass.

Uplights are not permitted. Lighting of trees, residential unit facades, other amenities or landscape features is not permitted. Lighting associated with holidays can be displayed for a limited duration until January 31st.

Architectural, Landscape and Site Plans must include a complete description of fixture locations, type of light source (i.e. incandescent), color of fixture (compatibility with building architecture), placement on the buildings or on the site.

All lighting must comply with Gilpin County regulations.

AUTHORITY

All development in Roosevelt Ridge, such as house construction, any exterior modifications to the house, driveway construction, fencing, grading or landscaping, is subject to the Roosevelt Ridge Covenants, Conditions, and Restrictions and the appropriate federal, state and local regulations. The Roosevelt Ridge Submittal Process outlines the information for the DRC to review and approve all activities within the development.