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CAFNON HEADTNG: r.r covENANrs' eoNDrrroNs AND REsrRrcrroNs -O'

FOR SUPERSTTTTON RANCH, MARTCONO,

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"d;r';;umenL A1VTEFTDED AI{D RESTATED DECLARATION OF

CO\IENANTSO COI\DTflONS AI\TDRESTRICTIONS

FOR STIPERSTITION RANCH MARICOPACOUhITY

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AMENDED AND RESTATEDDECLARATIONOF COVENANTS,CONDITIONS AND RESTRICTIONS FOR SUPERSTMON RANICH MARTCOPACOUNTY, ARZONA THIS A]VTENDEDANID RESTATED DECLARATION OF COVENANTS, CONDITIONS A.NIDRESTRICTIONS FOR SUPERSTHON RANCH is madeand enteredinto on the ctateset forth at the end hereor by SuperstitionRanch HomeownersAssociation, an Arizona nonprofit corporation, hereinafter sometimesreferred to as the "Declaranf'. WHEREAS Declarant, eollectively through its members,is the owner of that real property situated in the City of Chandler,County of Maricopq State of Arizona describedon ' Exhibit a afiached hereto and incorporatedherein by this reference(the "Property''). WHEREAS Declarant desiresto revoke,rescindand restatein its entiretythe Declaration of Covenants,Conditions and Restrictionsfor SuperstitionRanch executedon June 29, L989, and recordedon July 19, 1989,in the Office of the Courty Recorderof Maricopa County, Arizona"as DocumentNo. 89 332868. WHEREAS, it is declaredthat thesecovenants,conditions and restrictions are intendedto benefit the owners and their successorsof all or any portion of the Property. NOW, THEREFORE, Declarant herebydeclaresthal subject to Sections2 and 3 of Article tr below, the Property, ffid all Lots and any other real property therein, shall be held, conveyed,mortgaged,encumbered,lease4 rented,used,occupied,sold and improved zubjectto the following declarations, limitations, easements,covenants,conditions and restrictions, all of which are and shall be interpreted to be for the purposeof enhancing and protecting the value and attractivenessof the Properly, the Project and all of the Lots, Parcelsgnd any other real property therein. All of the limitations, covenants,conditions and restrictions shall constitute covenants which shall run with the land and shall be binding upon Declarant its zuccessorsand assignsand all parties having or acquiring any right, title or interest in or to any part of the Property or the Project. ARTICLE I Definitions SECTION 1 "Assessments,"shall mean that portion of the cost of maintaining, improving, repairrng, operating and managing the Common Area and operatingthe Association, for the benefit of all Owners in the Projec! which is to be paid by eachMember of the Association as detenninedby the

Associationand as provided herein SECTION2 "Algogiation" shall meanthe SuperstitionRanchCommunity Association,an Arizona nonprofit corporation- The Association shall be establishedby the filing of its Articles of lncorporation ("Articles") and govemedby its "Bylaws." SECNON 3 "Board" shall mean the Board of Directors for the Association. SECTION 4 "Con1nqittee"shall meanthe Architectural Control Committeewhich is createdpursuantto Article Vm of this Declaration. , SECNON 5 "esnnrnggAea" shall meanthoseportions of the Properlyowned by the Associationas describedon Exhibit B attachedhereto and incorporatedherein by this reference,togettrerwith any other portion of the Projectto be owned by the Associationand urhichis platted as Common Area on a Plat including all structures,facilities, recreationalamenities(if any), improvements, and landscapingtlrereon and all rights, easementsand appurtenancesrelating thereto. Every Owner shall have a right and easementof enjoyment in and to the CornrnonArea which shall be appurtenantto and shall passwith the title to every Lot or Parcel, zubjectto the right of (i)-the Associationto chargereasonableAssessments,including NeighborhoodAssessments,andother feesfor the use of any recreationalfacility situatedon the Common Area; (!i) the Associationto suspendCornmonArea use rights as provided in the Bylaws; and (iii). the Associationto dedicate or transfer Common Area to any public agency,authority, utility companyor Subsioiary Association as provided in the Articles. Any Owner may delegate,in accotdancewith the Project Documents, his right of enjoymentto the Common Area and facilities thereonto membersof his family and tenants who reside in the Project. SECNON 6 "Comrnon Expenses"shall meanexpendituresmadeby, or financial liabilities of, the Association,togethbrwith any allocationsto reserves. SECTION 7 "Declarant'' shall meanthe SuperstitionRanchCommunity Associatioq an Arizona nonprofit corporation.

SECTION8 "Declaration" shall mean this instrument as from time to time arnended. SECTION 9 "Dwelling-lJuit" shall mean a house constructedon a Lot which is to be usedexclusivelv for single-family residential purposesand related improvementsthereto. SECTIONIO "Eligible lnsurer or Guarantor" shall mean an Insurer or Govenrmental Guarantorof a First Mortgagerecordedagainsta Lot or Parcelwhich hasinformed the Associationof suchlnsurer's or Guarantor'saddressand requestednotification of, or the right to participatein (if applicable), certainmattersincluding any action to be takenby the Associationpursuantto Section 2 of Article D(. SECTION11 ' shall meanthe holder of a First Mortgage "Eligrble Mortgage Ho recordedagainsta Lot of Parcelwho has in o*itiog informed the Association of such Holder's addressandrequested notification of or the right to participate in (if applicable), certain matters regardingany action takenby the Association pursuantto Section2 of Article D(. SECTION 12 *Eligible Mortgage" shall mean a First Mortgageheld by an Eligible MortgageHolder. SECTION13 "First Mortgagei' shall mean a Mortgage which is the first and most seniorof all Mortgagesupon the samereal property. SECNON 14 "First Mortgagee" 3ha[ mean the holder of a First Mortgage. SECTION 15 from "Guidelines" shall mean any Architectural Contol Guidelinesadoptedby the Committee 'r j time to time.

SECfiON 16 "Lo!" shall mean one of the separatelydesignatedLots in the Project as shownon a Plat, together with any improvementsthereon. SECTION17 "Map" shall meanthat certain Map of Dedicationof SuperstitionRanchrecordedat Book 331 of Maps, page6, Maricopa County, Arizona Recorder'sOffice as amendedor supplementedfrom time to Fme. SECTION18 "N4glqbet''shall meanthosePersonsentitled to Membershipin the Associationasprovided. herein. SECTION19 "Mqdgege" shall mean any recorded,filed or otherwiseperfectedinstrumentgiven in good faith and for valuableconsideration(which is not a fraudulentconveyanceunderArizona law) as security for the performance of an obligation, including, without limitation, a deedof trust, and a recordedcontract of sale, but shall not include any instrrment creating or evidencing solely a secruity interest arising r.rnderthe Arizona uniform Commercial Code. SECTION 20 "MortgAgge"shall meana Personsecuredby a Mortgage,including the holder of the beneficial interesturder a deedof trust and the seller (fee owner) under a recordedcontractof sale. SECTION 21 "h4ortgagst'oshall mean a party executing a Mortgage. SECTION 22 "Nglghbsrhood" shall mean a Parcel,or any portion thereofwhich is developedas a separate residential areain ivhich Owners may or may not have corlmon interestsotber than those which are conmton to all Association Members. By way of illustation and not limitation Owners in a Neighborhoodmay sharethe use of an enty feature,developmentname,NeighborhoodCommon Areas and facilities which are not available for use bv all Association Members. SECTION 23

"Nei8hborhoodCommon Area" shall meanthat portion of a Neighborhoodwhich is plattedasa cornmonuse arezton a Plat the use of ra&ichis for the sole and primary benefit of lessthan all of the AssociationMembers and title of which is conveyedto a SubsidiaryAssociationas provid.ed in and subject to the restrictions of Section 1 of Article tr. Neighborhood Common Area shall also include Common Area which is conveyedto a SubsidiaryAssociation upon the formation of said SubsidiaryAssociation. SECTION 24 "Q'n4qer"shall mean the record holder of title to a Lot or Parcelin the Project. This shall include any Personhaving fee simple title to any Lot or Parcelin the Projec! but shall exclude Persons having any interestmerely as securityfor the performanceof any obligation. Further,if a Lot or Parcelis sold under a recorded contractof sale or zubdivisiontrust to a purchaser,the purchaser, ratherthan the fee owner shall be consideredthe *Oramet''as long ashe or a successorin interest lstrtainsthe contractpurchaseror nr:rchasingbeneficiaryunder tbe recordedcontractor subdivision trust. SECTION25 "Parcel" shall mean those areasof real property as designatedon the Map. SECTION26 "Person" shall rnean a natural individual, corporation, partnership,trusteeor other entity legally capableof holding title to real property. SECTION 27 (6P14" shall mean a recorded plat or plats subdividing aU or any portion of a Parcel as the same are amendedfrom time to time. Amendmentsto Plats are subject to Section I of Article II below. SECTION28 "Prqigct" shall mean the property subjectto this Declaration prnsuantto the terms of this Declaration, together with all buildings, structuresand improvementserectedor to be erected thereon. SECTION 29 "ProJectDocuments" shall mean and include this Declaration, the exhibits attachedhereto,the Mup, any Plats, the Articles and Bylaws of the Association and any Rules or Guidelines adopted from time to time by the Association or the Cornmiuee as provided herein or in the dylaws.

SECTIOT{ 30 *Brrlg!"

shall mean any and all rules and regulationsadoptedby the Association pursuantto proceduresoutlined in the Bylaws relating to the useof the CommonArea or other areasof the Projectwithin the jurisdiction of the Association. SECTION31 "Tract Declaration" shall mean a declarationrecordedpursuantto Section3 of Article II of this Declaration.

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ARTTCLEII

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Master PlannedDevelopment SECTION 1: NATURE OF DEVELOPMENT: PLATTING OF PARCELS Any Plat recordedfor a Neighborhoodshall be consistentwith the plnnnedunit development masterplan for the Project. No Plat may be amended,revised,replattedand no Lot or Neighborhoodmay be firrther subdivided or resubdividedin any mannerwhatsoeverwithout the prior written approval of ttre Declarant if such changewould materially alter or enlargethe Association'sor a SubsidiaryAssociation'sresponsibilitieswith respectto the CommonArea or NeighborhoodComnon Area, respectively. Similarly, no rezoningapplications,petitions, supporting materials or amendmentsthereto may be filed with the City of Chandler without the foregoingapprovalof Declarant. SECION 2: LAND USE A. As further described in Section I of Article VI, the real property in the Project will be used6d imFroved exclusively with residential single-family detachedand attachedDwelling Units. The specific use of all or any portion of a Parcel shall be zubject to Declaran.'s and the City of Chandler's approval and must be consistentwith all applicablezoning laws and ordinances. ARTICLE M Administation, Membership and Voting Rights Of the Association

SECTION1: BASICDUTIESOF TTIEASSOCIATION As providedmorefrrlly in Article V below,themanagement of CommonAreaandany

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NeighborhoodAssessmentArea shall be vestedin the Associationin accordancewith this Declarationand the Articles and Bylaws of the Assoelation. Tbe Ownerscovenantand agreedrat the administration of the Project shall be in accordancewith the provisions of the project Documentsand applicable laws, regulationsand ordinancesof any governmentalor quasi-governmentalbody or agencyhaving jurisdiction over the Project. In addition to the duties and powers enumeratedin the Bylaws and the Articles, and without limiting the gene*lity thereof,the Association sha[ havethe dutiesand powersas set forttr in Article V below and elsewherein this Declaration. SECTION 2: MEMBERSHIP The Owner of a Lot or Parcel shall automati.ully, upon becomingthe Owner of same,be a Member of the Association and shall remain a lviember thereof until such time as his ownership ceasesfor any reason,at which tirne his Membershipin the Associationshall automatically cease.Tenantsshall not have any voting or Membershiprights in the Associationby virrue of their occupancyof any Lot or Parcel or any Dwelling Unit thereon. Each Owner shall have the following number of Memberships: With respectto Lots, one (1) Membershipfor eachLot owned by a Member as eachLot A. is shown on a recordedPlat.

SECNObJ3: TRANSFER OF MEMBERSHIP Membership in the Association shall not be transferred,pledgedor alienated in any w&y, except upon the transfer of ownership of the Lot or Parcelto which it is appurtenant,and automatically to the new Owner as provided in Section 2 above- Any attemptto make a prohibited hansfer is void. Upon the transfer of an ownership interest in a Lot or Parcel,the Association shall record the transfer upon its books, causingan automatic transfer of Membership as provided in Section 2 above. SECTION 4: MEMBERSI4

CLASSES

The Association shall have one (1) classof voting Membershipestablishedaccordirg to the following provisions: A.

ClassA Mgmbership

ClassA Membership shall be that held by eachCramerof a Lot of Parcel,and eachClass A Member shall be entitted to one (l) vote for eachLot owned as shown on a recordedPlat.

SECTION5: JOINTA}ID MULTIPLEOWNERSHIP

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If a Lot or Parcelis jointly ownedby morethan one(1) Personor in tle caseof multiple, unrelatedownership antities eachovi'ningportionsof a Parcel,.thevotes thereforshall be allocatedas set forth in Subarticle 3-7 of the Bylaws. SECTION 6: ASSOCIATION VOTING REOUIREMENTS Any action by the Associationwhich must havethe approvalof the AssociationMembership beforebeing undertakenshall require ( i ) the vote of Fifty-one percent(51%) of the votes of Memberspresent and entitled to vote at a duly called and held meeting of the Membership; or (ii) the written consentof fiffy-one percent(51%) of the Membershipunless,in either case,another percentageis specifically prescribedby a provision within this Declaration,the Articles or the Bylawsof the AssociationSECTION7: VESTING OF VOTING RIGHTS No Owner of any Lot or Parcel shall have any voting rights attributable to that Lot or Paicel until an Assessmenthasbeen levied againstthat Lot or Parceland the Owner thereofby the Associationpursuarrtto Article [V belowSECTION 8: MEETINGS OF TTIE ASSOCIATION Regularand special meetings of Members of the Association shall be held with the frequency,at the time and place, and in accordancewith the provisions of the Bylaws of the Association. SECTION9: BOARD OF DIRECTORS The affaim of the Association shall be managedby a Board of Directors which shall be establishedand which shall conduct regular and specialmeetingsaccordingto the provisions of the Bylaws of the Association. ARTICLE W Assessmentsand Charges SECTION1: ASSESSMENTOBLIGATIONS EACH OWNER OT E LOT OR PARCEL, BY ACCEPTAJ{CEOF A DEED ORRECORDED CONTRACT OF SALE TI{EREFOR, WHETI{ER ORNOT IT SHALL BE SO DGRESSED IN SUCH DOCUMENT, IS DEEMED TO COVENA}IT A}ID AGREE TO PAY TO TIIE ASSOCIATION FOR EACH LOT OR PARCEL OWNED (A) REGULAR ANNUAL ASSESSMENTS,(B) SPECIAL ASSESSMENTSFOR CAPITAL IMPROVEMENTS A}ID LINDGECTED E)(PENSES, (C) NEIGI{BORHOOD ASSESSMENTSASSESSEDIN

CONNECTION WITH A NEIGFIBORHOOD ASSESSMENTAREA, A}ID TD) OTHER CFIARGESMADE OR LEVIED BY TFIE ASSOCIAiION AGAINST A LOT OR PARCEL AND THE OWNER TT{EREOFINCLUDING, WITHOUT LIMITATION, INTEREST, LATE C}IARGES, COSTS ANID REASONABLE ATTORNEY'S FEESINCURRED BY THE ASSOCIATTONIN ENFORCING COMPLIANCE WITH THIS DECLARATION CWHETHER OR NOT A LAWSUIT OR OTIIER LEGAL ACTION IS INSTITUTED OR COMMENCED) WHICH CHARGES ARE COLLECTIVELY REFERREDTO IIEREIN AS THE "CHARGES". SUCH ASSESSMENTSANID CIIARGES SHALL BE ESTABLIS}IED AND COLLECTED AS PROVIDED HEREIN AI{D IN T}IE BYLAWS OF THE ASSOCIATION. Any part of any Assessmentor Chargenot paid within fti4y (30) daysof the due datethereforeshall bearinterest at the rate of twelve percent(12%) per annumfrom the due dat6until paid and shall be zubjectro a reasonablelate chargenot exceedingtwenty-five percent(25%) of the delinquentamount,€ls
B. The maximum anmralAssessmentamotrntfor the year following the fust clcseof escrowon the saleof a Lot or Parcelto an Ownershall be $30.00for eachLot or Parcel. Without the vote or approval of the Members of the Association, the ma:
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unanticipatedor underestimatedexpensenonnally coveredby a regularAssessment;and (iii) where neeessary,taxes assessedagainsttlre common Area; provided honrever,that in all events, no suchspecialAssessmentshall be made without the afErmativevote of two-thirds (2/3) of the voting power of Class A Members voting in person or by proxy at the meeting duly called for this purpose.

SECTION5: PROCEDURES FORASSESSMENT VOTES Wriuen notice of any meeting called for the purposeof taking any action authorizedunder Sections3, 4 or 5 of this article shall be sentto the affectedMembersnot lessthan thirry (30) days nor more than sixty (60) days in advanceof the mceting. At the first such meeting called, the presenceof Members or proxies therefor entitled to castsixty percent(60%) of all of the voles of the affectetl rdembers shall constitute a quorum. If the requireciquorum is not present, anotherrneeting may be called subject to the samenotice requirementand the required quorum at the subsequentmeeting shall be one-halt (%) of the requiredquorum at the precedingmeeting. No such subsequentmeeting shall be held more than six[' (60) daysfollowing the preceding rneeting. SECTiON6: ALLOCATION OF ASSESSMENTS Each Lot Owner shall bear an equal shareof all regutar and special Assessmentsas specified in Section3(B) of this article. SECNON 7: COMMENCEMENT OF ASSESSMENTS The regular annual Assessmentsprovided for herein shall commenceas to eachLot or Parcel-in the Project on the first day of the month following the close of essrow of the saleof the first Lot or Parcelto an Owner. Due datesof Assessmentsshall be establishedby the Board and notice shall be given to each Lot or Parcel Owner at leastthirfy (30) daysprior to any due date, provided that if Assessmentsare to be due on a quarterly basis,no notice shall be required other than an annual notice setting forth the amount of the quarterly Assessmentand the day of each month on which eachAssessmentis due. SECTION 8: EFFECT OF TRA}TISFEROF LOT OR PARCEL BY SALE OR F9RECLOSURE The sale or transfer of any Lot or Parcel shall not affect the AssessmentLien or liability for Assessmentsor Chargesdue and payablerelatingto that Lot or Parcelexceptasprovided below. No sale or transfef of a Lot or Parcel shall relieve suchLot or Parcel from liability for any Assessmentsor chargesthereafter becoming due or from the Lien therefor. Where,however, the First Mortgagee or another Personobtains tifle to a Lot or Parcel as a result of the foreclosure, tnrstee's sale or deed in lieu thereof of any First Mortgage; the First Mortgageeor other Person shall not be liable for the Assessmentsand Chargeschargeableto zuch Lot or Parcelwhich becamedue prior to the acquisition of title to such Lot or Parsel by the First Mortgagee or other

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Person,and the AssessmentLien therefor shall be extinguished. SuchunpaidAssessmentsand Chargesshall be deemedto be Common Expensescollectible from the ownersof all of the Lots of a separateChargeagainsta [,ot as provided ..orParcelsthrough regular or specialAssessments provided, herein; however, &y unpaidNeighborhoodAssessmentshall be deemedto be a ComrnonExpensecollectible only from the Ownersin the affectedNeigbborhoodArea. ln a voluntary conveyanceof a Lot or Parcel,the granteeof the sameshall not be personallyliable for Assessmentsor other Chargesdue to the Associationin connectionwith that Lot or Parcelwhich accruedprior to the conveyanceunlessliability thereforis specificallyassumedby the grantee. Any such granteeshall be entitled to a statementfrom the Association setting forth the nmountof the unpaid Assessmentsand Chargesdue the Association- The granteeshall not be tiable for, nor shall the Lot or Parcelconveyedbe subjectto, a Lien for any unpaidAssessments or Chargesin excessof the amount set forth in the statemen!providedhowever,the granteeshall be liable for any Assessmentor chargesbecomingdue after the date of any suchstatement. SECTION 9: REMEDIES FOR NONPAYMENT When any Assessmentor Chargedue from an Owner to the Associationon behalf of any Lot or Parcelis not paid within thirff (30) days after the due date,the AssessmentLien therefor may be enforcedby foreclosureof the Lien and/orsaleof the Lot or Parcelby the Association,its attorneyor other personauthorizedby this Declarationor by law to makethe sale. The AssessmentLien may be foreclosedand the Lot or Parcelsold in the samemanneras a realty mortgageand property mortgagedthereunder,or the Lien may be enforcedor foreclosed in any other manner permiued by law for the enforcementor foreclosureof liens againstreal property or the sale of property zubject to zuch a lien. Any zuch enforcemen! foreclosrueor otler action may be taken without regardto the value of zuch Lot or Parcel,the solvencyof the Owner thereof or the relative size of the Owner's default. Upon the sale of a Lot or Parcelpr:rsuantto this section,the purchaserthereof shall be entitled to a deetl to the Lot or Parceland to immediate possessionthereof, and said puchaser may apply to a court of competentjurisdiction for a writ of restitution or other relief for th" pntposeof acquiringsuchpossession.The proceedsof any such sale shall be applied as provided by apptcable law but, in the absenceof any such law, shall be applied first to dischargecoststhereof, inchrding, but not limited to, court costs,other litigation costs, collection costs,and attorneys' fees incurred by the Association, all other expensesof the proceedings,interest, late charges,unpaid Assessmentsand other Chargesdue to the Association, and the balancethereof shall be paid to the Owner. It shall be a condition of any zuch sale, and anyjudgments or orders shall so provide, that the puchaser shall take the interest in the Lot or Parcel sold subject to this Declaration. The Association, acting on behalf of the Owners,shall acqqire and hold, lease,mortgage,or convey the sarne. ln the event the Owner againstwhom tne 6riginat Assessmentor chargewas made is the purchaseror redemptioner,the Lien securing that portion of the Assessmentor Chargeremaining unpaid following the sale shall continue in effect and said AssessmentLien may be enforcedby the Association or by the Board for the Association as provided herein. Further, notwithstanding any forecloswe of the AssessmentLien or sale of the Lot or Parcel,any Assmsmentsand chargesdue after application of any saleproceedsasprovided aboveshall continueto exist as personalobligationsof the

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defaultingOwner to the Association,and the Board may usereasonableeffiortsto collect the salrtefrom said Owner eYell after his is no longer a Memberof the Association or an Owner. SECTION IO: SUSPENSIONOF RIGHTS In addition to all other remediesprovided for in this Declaration or at law or in equity, the Board may temporarilysuspendthe Associationvoting rigbts and/orthe right to use the commonArea (exceptfor ingressand egressto his Lot or Parcel)of an Owner who is in default in the payment of any Assessmentor any other amountdue to the Association,asprovided in the Bylaws. SECTION11: OTHER REMEDIES The rignts, remediesand powers createdand describedin Sections9 and I 0 of this article and elsewherein the Project Documentsare cumulativeandmay be usedor employedby the Associationin any order or combination. Without lirniting the foregoingsentence,suit to recover a moneyjudgment for unpaid Assessmentsand/or Charges,to obtain specifi.c performanceof obligations and/or Charges,to obtain specificperformanceof obligations imposedhereunderand/or to obtain injr:nctive relief may be maintained without foreclosing, waiving, releasingor satisfoingthe Liens createdfor Assessmentsor other amountsdue hereunder. SECION 12: LINALLOCATED TA)GS In the eventthat any tar<esare assessedagainstthe Common Area or the personalproperty of the Association,said ta:resshall be included in the Assessments made underthe provision of this article, ild, if necessdry,aspecial Assessmentmay be levied againstall of the Lots or Parcels-in an amountequal to said ta)res,as provided in Section4 of this article and allocatedto said Owners in the samemanner as a regular AssessmentPursuantto Section3 of this article. ARTICLE V Duties and Powers of the Association SECTION 1: MAINTENANCE A. The Association shall maintain, paint, repair, replace,restore, operateand keepin good condition; (i) the common Area (whetherbenefitingall Lot andParcelOwnersor designatedto be inltudeA in a Neighborhood AssessmentArea and benefiting only cenain Lot and ParcelOwners) and all facilities, improvements(including entrancemonument signage), furnishings, equipment and landscapingthereon subjectto the requirementsof Section I of Article II hereofrespectingthe Common Area and/orNeighborhoodCommon Areq as appropriate;and (ii) the exterior of any decorativethemewalls bordering on ComrnonAreas in the Project. The Association will maintain and repair (i) the exterior of any fencesor delorative

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themewalls bordering on any public rights-of-waybetweensidewalks(or bike paths)and the sheetcurb and a [.ot or Parcel. Further, the responsibilityof the Associationfor maintenanceand repair shall not extendto repairsor replacementsarisingout of or causedby the willful or negligentact or neglectof an Owner or his guests,tenantsor invitees. The repair or replacement of any portion of the Common Area resulting from suchexcludeditems shall be the responsibility of eachOwner. The Associationshall be entitled to corrmencean action at law or in equity to enforcethis responsibilityand duty and/orrecoverdarnagesfor the breachthereof. Liability herer:ndershall be limited to that providedfor or allowed in the statutoryor caselaw of the Stateof Arizona. B. Unless specifically set forth in the immediatelyprecedingparagraphor pursuantto any Rules adaptedby the Declarant,all other maintenanceand repairsare the responsibility of the Owner and at the Owner's expense.

SECTION2: INSURANCE A. Public Liabiliqv and CasualtvInsurance. The Association shall obtain and continue in effect comprehensivepublic liability insuranceinsuring the Association, and the Owner3 and their respectivefamily members,guests,tenantsand invitees againstany liability incident to the ownershipor use of the CommonAreq including, if obtainable,a cross-liability endorsement insr:ring each insured against liability to eachother insured and a "severability of interest" endorsementprecluding the insurer from denying coverageto one Owner or other insureds becauseof the negligenceof otber Owners,other insueds or the Association. Suchinsr:rance shall be in amounts deemedappropriateby the board but in no event shall the limits of liability for suchcoveragebe less than $1,000,000.00foreach occtrrrencewithrespectto bodily i"j,rl and property rlamage. The insurancepolicy shall provide for at leastten (10) days' written notice to the Associationbefore the insurer can cancelor substantiallymodtff the policy. Addition4lly, the Association shall obtain and continue in effect a policy of multi-peril insurance,providing at a minimum fire and extendedcoverage,said coverageto be obtainedon a replacementcost basis in an amountnot lessthan one hundredpercent(100%) of the insurablevalue of all improvements in the Common Area Such policy shall contain extendedcoverageand replacementcost endorsements(providing for replacementof insured improvementsfrom insuranceloss proceeds)and may also contain vandalism and malicious mischief coverage,a stipulated amount clause and a determinablecashadjustnent clauseor a sirnilar clar:seto permit cash settlementcovering the fulI value of the improvements. All insurancepremiums shall be included in the Assessmentsof the Association If any of the improvements,firnishings or equipment on the common Area are damagedby fire or other cazualty,insuranceproceeds payableto the Association shall be used to rebuil4 repair or replacethe samesubstantially in accord with the orii'inal plans and specifications therefor unlessthe Association Membership determinesothenvise in a meeting called for the pu{poseof considering the sasre. Any excess insuranceproceedsshall be depositedin the insurancereservefitnd of the Association. In the event insuranceproceedsare inadequatetherefor, then the Association may levy a special Assessmenton Ownersasprovided in Article [V above. The Association'suse of funds from its generalaccountor levy of a specialAssessmentshall not constituteawaiver of the AsSobiation's l4

or any Owner 's right to institute any legal proceedingor suit againstthe personor persons responsible,purposelyor negligently, for the damage. BFideliqv Bonds and Other Insurance. The Association shall obtain and maintain bonds from time to time covering all Personswhich handlefunds of the Association, including, without limitation, any professionalmanageremployedby the Association andany of suchprofessional manager'semploY€s, in the amorurtsnot lessthan the maximum funds that will at any time be in possessionof the Associationor any professionalmanageremployedby the Associationbut, in no event ls55than the total amount of Assessmentsdue to the Association for a three (3) month period immediately prior to the original or renewaldateof any zuch bondsand all reservefimds maintainedby the Association. With the exceptionof a fidelity bond obtainedby a professional managercovering suchprofessionalmanager'semployees,all fidelity bondsshall namethe Associationas an obligee. ln addition, all suchbondsshall provide that the sameshatl not be terminated,canceledor substantially modified without at least thiry (30) days prior wri$en notice to the Association. The Associationshatlalso obtain and maintainany insurancewhich may be required by law, including, without limitation, workmen's gs:rpensation insuranceand director's and officer's liability insr.rance,and shall havethe power and authority to obtain and maintain other additional insurancecoveragemeetingthe insurance requirementsestablishedby FNMA or FHLMC, so long as FNMA or FHLMC is a Mortgagee,Owner or Eligible Tnsureror Guarantor,except to the extent that such coverageis not available or hasbeen waived in writing by FNlv{A or FHLMC. SECTION 3: ENFORCEMENT The Associationshall enforcethe provisions of this Declarationby appropriatemeans,including, without limitation, the expenditr:reof funds of the Association, the emplolment of legal counsel and the commencementof legal actionsSECTION 4: EASEMENTS The Association shall grant and reserveeasementswhere necessaryfor utilities and sewer facilities over the Common Area to servethe CommonArea, the Lots, Parcelsand other property subjecthereto. SECfiON 5: MANAGEMENT AND OTTIER CONTRACTS The Association shall have the authority to employ a manageror other personsand to contract with independentcbntractorsor managing agentsto perform all or any part of the duties and responsibilities of the Association" zubject to the Bylaws and restrictions imposed by any governmentalor quasi-govefirmentalbody or agencyhaving jurisdiction over the Projecl Any agreementfor professional managementof the Project or any agreementproviding for servicesby Declarant (or any affiliate of Declarant), shall provide for termination by either party without causeorpayment of atermination fee uponninery (90) daysor less written notice or fortause 15

upon tturly (30) daysor less written notice and without paymentof a tennination fee. Such agrcementshall further provide for a reasonablecontractterm of from orle (1) to three {3) years andbe renewableonly by consentof the Associationand the otherparry. The foregoing shall not apply to or limit the Declarant's right to enter into (or the terms of) contractsor leaseswith providersof cableTV or satellite commtmicationsservicesfor the benefit of the Projectprovided that zuch entities are not affiliates of the Declarant. SECTION 6: RULES The Associationmay adopt reasonableRulesnot inconsistentwith this Declaration,the Articles or the Bylaws relating to the use of the CommonArea and all facilities thereonand the conduct of Owners and their tenantsand guestswith respectto the Project and other Olvners. SECNON 7: PENALTIES The Association may adopt a scheduleof reasonablemonetarypenaltiesfor violation by Owners of the provision of this Declaratio& the Articles, Bylaws, and Rulesof the Associationuid the Guidelinesof the Committeeand imposethe sane accordingto procedr:resset forth in the Bylaws. ARTICLE VI Use Restrictions SECTION 1: USE OF LOTS FOR SINGLE FAMILY RESIDENTIAL PIIRPOSES All real properly within the Project shall be used,improved and devoted exclusively to residential use and related improvementstherewith. No businessusesor activities of any kind whatsoevershall be permitted or conductedin the Project. No institution or other place for the care or treahent of the sick or disabled,physically or mentally (except as proved by the Arizona DevelopmentalDisabilities Act of 1978 $36-581et seq.,or other applicablefedeial or sbatelaw) shall be placed or penrritted to remain in the Project and no theater,bar, restauran! saloon,or other place of entertainmentmay ever be erectedor permitted on any LoL Further, no trade or businessof any kind may be conducted in or from any Lot except that an Owner may conduct a businessactivity within a Dwelling Unit so long asthe existenceor operation of the business activity (a) is not apparentor detectableby sighq sound,or smell from the exterior of the Dwelling UniU G) conforms to 3l12sning requirementsfor the Project; (c) does not increasethe liability or casuahf insuranceobligation or premium of the Association; and (d) is consistent with the residential characterof the Project and doesnot constifirte a nuisanseor a hazardousor offensive use including, without limitation, excessiveor unusualtraffic or parking of vehicles in the vicinity of any Lot or the common Area as may be determinedin the sole discretion of the Board. The terms "business" and "trade," as usedin the previous sentence,shall be constnredto have their ordinary and generally acceptedmeaningsand shall include, without limitatibn, any

t6

occupation'work or activity undertakenon an ongoirrgbasiswhich involves providing goodsor servicesto personsother than the provider's family and for which the provider receivesa fee. compensationor other fomf of considerationregardlessof whether(a) such activity is engagedin full or part-time; &) such activity is intendedto or doesgeneratea profit; (c) a licenseis required therefor. Only entire Dwelling Units may be rented providedthe occupancythereof is only by the lessee and his family and guests. No Owner may rent his Dwelling Unit for transient or hotel purposes or shall enter into any lease for lessrhan the entire Lot. No leaseshall be for a rental period of lessthanthirty (30) days. Furthermore,the total numberof non-relatedpersonsliving togetherin a Dwelling Unit is subject to any firther requirementsor restrictionsimposedby the City of Chandler. Subjectto the foregoing restrictions,the Ownersof Dwelling Units shall havethe absoiuteright to leasetheir respectivetrweliing Units providedthat rhe leaseis in tnnitingandis specificallymade subject to the covenants,conditions,restrictions,limitations, and uses containedin this Declaration and the Bylaws and any Rules adoptedby the Association. SECION2: PROHIBITION OF PARTITION No Owner shall bring any action for or causepartition of any Lot, it being agreedthat this restrictionis neceFary in order to preservethe rights of the Owners. Judicial partition by saleof a single Lot owned by two (2) or more Personsand the division of the sale proceedsis not prohibited (but partition of title to a single Lot is prohibited). Notwithstanding the foregoing, a vacant Lot may be split between the Owners of the Lots adjacentto such Lot so that eachportion of such Lot would be held in common ownership with anotherLot adjacentto that portion, subjectto any further requirements or restrictions imposed by the City of Chandler. SECTION 3: NATURE OF BUILDINGS No buildings or stnrctures shall be moved from other locations onto any Lot" and all improvementserected on a Lot shall be of new constnrction. No sb:r,rcture of a temporary garage, characterand no trailer, shaclq barn or other out-building shall be usedon any Lot at any time as a residence,eitber temporarily or permanently. All buildings in the Project shall have either tile or wood shake roofs approvedby the Committee (except for limited areasof *build up," relatively flat roof approved by the Committee whictU is visible from adjoining Lots, streets or common Area shall match the roof in colot'' or roofs constrtrctedof other materials only as approvedby the City of Chandler. The exterior walls of all buildings shall be constnrcted exclusively of .stuccoor slunp block material approvedby the Committee. There shall be no roof mounted air c6nditioning or other mechanicalunits (other than solar energy devices ap'provedby the Committee) and there shall be no carports on any Lots in the Project. The Dwelling Units shall include a fully enclosedgarageapprovedby the Committee. SECTION 4: ATTIIMALS

t7

No animals,livestock or poultry shall be raised,bred or kept on any Lot exceptthat customary ho'seholdpets such as dogq cats and householdbirds may be kept but only suehnumberand typesshall be allowed which will not createa nuisanceor dishrb the health, safety, welfare or quiet enjoyment of other lot Owners. All animals shall be kept under reasonablecontrol at all timesand in accordancewith applicablelaws. All animal wastesmust be promptly disposedof in accordancewith applicable city or county regulations. Upon the written requestof any Owner, the Board shall conclusively determing in its sole and absolutediscretion, whether a particular animalconstitutesa customaryhouseholdpet or is a nuisance,or whetherthe numberof animals or birds maintainedon any portion of the Projectis reasonable.Any decisionrenderedby the Board shall be final. SECTION5: USE OF GARAGES No personmay convert a garageto living spaceor for recreationalusewithout the prior written consentof the Committee. Owners shall keeptheir garagesnea! clean and free from clutter, debriss1r'nsightly objects,and shall at all times keepgaragedoorsclosedexceptas reasonably necessaryfor ingressor egress. SECTION6: NUISA|{CE No unsightly objects or nuisanceshall be erected,placedor permitted on any Lo! Parcelor the CommonAreq nor shall any use, activity or thing be permitted which may endangerthe health or unreasonablydisturb the Owner or occupantof any Lot or Parcel. No noxious, illegal or offensive activities shall be conductedon anv LoL Parcelor the Common Area SECTION7: SIGNS Exceptfor one (1) "For Renf, one (1) "For Sale" or one (1) *Protectedby Secrnity''sigrtper Lot of no more than five (5) sqwre feet, no sign shall be erectedor placed on the Project including, but not limited to, residential identification signs, constructionjob identification sig;rs,street signs,wanring signs, and project signs (except signsrequired by legal proceedingsor the Bylaws), unless.suchsigns are alrproved in advancein writing by the Committee and are in confonnancewith the requirementsof any governmentelauthority or entity having jrnisdiction thereof. The committee may disapprove such signs basedon number, size, color, design, location, type and anticipated duration on the Project.

SECTION8: SOLAR COLLECTORS Solarcollectorsand related equipmentmay be installedon roofs of Dwelling Units and elsewherein the Project provided prior written approval is obtained from the Committee pusuant to Article VIII. The Association, through the committee,ruly, from time to time, adopt Guidel,inesconcerning the types of solar collectors and related equipmentwhich may be installed '; r in the Projectand acceptablemethodsof installationtherefor. 18

$ECTION 9: STORAGE SHED AND SWINGS No storageshedsor similar or related tJrpeobjects shall be locatedon any Lot or Parcel if the height of such object is greaterthan the height of the block fenceon or adjoining Lots or parcels, the common Area or sheets. All swings and slides (including thoseused in connection with a swimming pool) shall be, at leastseveR(7) feet from all fenceslocatedon or nearperirneterLot or Parcellines. SECTION IO: GARBAGE AND RUBBISH: STORAGE AREAS EachLot and Parcel shall be maintainedfree of rubbish,trash,garbage,weedsor other unsightly items and the sameshall be promptly removedfrom eachLot and Parcelancinot allowed to accumulatethereon. No garbage,trash, weedsor other wastematerials shall be bumed on any Lot or Parcel. All equipment,garbagecans(otherthan thoseprovided by the Associationor the City of Chandler), clotheslines,woodpiles and areasfor the storageof equipnent and unsightly items shall be kept screenedby adequatefencing or other aestheticallypleasing materiaG acceptableto the Committeeso as to concealsamefrom the view of adjacentLots, Parcels,the Common Area and streets. With respectto garbagecansprovidedby the Associationor the City of Chandler,the samemay be in view only on garbagecollection days and thereaftermust be promptly out of sight. SECTION 11: SCREENINGMATERIALS All screeningareas,whether fences,hedgesor walls, shall be maintained and replacedfrom time to time on the Lots or Parcelsby the Owners thereof in accordancewith the origrnal constrrction of the improvements by the Develpper. or as approvedby the Committee pursuantto Article

vm.

SECTION 12: VEHICLES No commercial vehicles or "Recreational Vehicles" (including, without limitation, campers, boats,trailers, rnobile homesor similsr tlpe vehicles)shall be parkedin front of a Lot or in a front driveway or otherwise on a Lot where it can be seenfrom any stee! exceptfor temporary pa*ing only not exceedingfour (4) consecutivehours. Commercial vehicles shall not include sedansor standardsize pickup trucks which are usedboth for businessand personaluse, provided that any sjgnr or markings of a commercial natre on zuch vehicles shall be unobtrusive and inoffensive as determinedby the Committee. No vehicles, RecreationalVehicles or other mechanical equipment may be dismantled (except for ordinary maintenanceand repair of such vehicles, Recreational Vehicles and equipment for a time period not exceedingforty-eight (a8) hours or allowed to accumulateon any Lot or in front of any Lot. No vehicle which is abandoned or inoperative shall be stored or kept on any Lot or in front of any Lot in such manner as to be '; : visible from any other Lot or any sffeetor alleywaywithin or adjacentto the Project.

19

SECTION13: PARKING It is the intent of Declarantto limit on-streetparking on arterial and collectorroadsin the Project to the greatestefient possible- Vehicles of all Owners and their guests,residentsand invitees are to be kept in the garagesand residential driveways of the Lots; provided, however,the foregoing shall not be construedto permit the parking in the abovedescribedareasof any vehicle otherwise prohibited under this Declaration"including the parking of an inoperablevehicle. The board shall have the authority to causeany vehicle parked, located or used in violation of any provision of this Declaration,or the AssociationRules and Regulations,to be removedfrom the Project and to chargethe Owner or operatorthereof a reasonablefee for such removal and any storageof the vehicle. SECTION14: DRILLINGA}{D MINING No oil dril1ing, oil developmentoperations,oil 1efining,quarrying,or mining operationof any kind shatl be permitted upon or in any Lot or Parcel,nor shall oil or water wells, tanks, t'unnels, mineral extractions,or shaftsbe penrrittedupon or in any Lot or Parcel, No derrick or other structuredesignedfor use in boring for oii or natural gasshall be erected,maintainedor permittedupon any Lot or Parcel. SECTION 15: LOTBARCEL MAINI .ENA].{CE,{]r{DLA}IDSCAPING A. Subject to the varianceprovisions of Section 15 of this Article VI below, .thefront yard landscapingon eachLot must be installed and substantiallycompleted in an attractive mannerby the Owner within sixty (60) daysfrom the date of closeof escrowfor the Lot basedupon plaqs therefor approved in advanceby the Cornmittee pursuantto Article VIII below and by the City of Chandler,if required. Said landscapingmust include, af 4 minimurn, three(3) fiftecn gallon trees,three (3) frve gallonplants, fifteen (15) one gallonplants and appropriateground cover. Any alterations or modifications made to the originaily installed landscapingof a Lot shall be approvedin advanceby the Committee. The provisions of this zubsectionrespectingthe installation of landscapingwithin sixf/ (60) days from the date of close of escrowshall apply to Lots only. B. Eash Owner shalt (i) maintain, repair and restoreany and all grades,slopes,retaining walls and drainage structures(collectively, "Lot Improvernents') in the condition as installed by a Developeron a Lot or to any other condition which hasbeenapprovedby the Committee;(ii) maintain his Parceffree from weeds,trash and unsightly materials and shall maintain any landscapingthereon in a neatly trimmed and cultivated nuurner(including any set back areas, Common Areas, easementsand publicly owned areaslocated thereon); (iii) maintain his Lot landscaping(io the minimum quantitiesdescribedabove)in a neatly trfunmedand cultivated manner (including any set back areasand easementslocated thereon): and (iv) maintain any ptantedpublic rights-of-way areasbetween sidewalks (or bikepaths) and the sfreetsrb 6n his

20

Lot or Parcel,exceptto the extentthe maintenanceof zuchpublic rights-of-way are the responsibilityof the Association,a SubsidiaryAssoeiation,a public utility or a goyernmentalor similar authority, in which casethe Owner is responsiblefor the maintenanceof the sameonly for so long as such entities are not undertaking this responsibillty. C' If any Owner doesnot (i) install and completethe required landscapingon his Lot within the sixty (60) day period describedabove; (ii) maintainthe landscapingon his Lot cr Parcelin a neat and athactive manner; (iii) maintain his Parcelfree from weeds,trash and unsightly materials; or (1v)maintain all Lot Lnprovements on his Lot or Parcelin the manner provided above,the Committee,after gving the Owner fifteen (15) dayswritten notice to cure any such defairlt, shall have the right to causethe necessarylandscaping,maintenanceor Lot Improvement work to be done and the Owner in default shall be responsiblefor the cost thereof as part of his regularquanerly Assessment.The Committee shall havean AssessmentLien on the detaulting Owner's Lot or Parcelfor the funds expendedtogetherwith interestthereonat the rate of fifteen percent(15%) per annumuntil paid. In addition to the foregoing,the Commiuee may utilize remediesavailableunder Section1 of Article X for suchOwner's default.

SECTION16:VARLANCES At its option, the Board may in extenuatingcircumstances,and only with the ratification of the Cornmifiee, grant minsl variancesfrom the restrictions in this Article VI. Such a variancemay be grantedonly after the Board determinesthat a restriction would createan unreasonableor zubstantiathardship or burden on an Owner or zuch restriction is obsoletedue to changeof circumstancesand that the activity permitted under the variancewill not substantially adversely affect the remaining Ownersand other occupantsof the Project. ARTICLE VII Fencesand PerimeterEasements SECTION I: FENCE REOUIREMENTS All Lots shall be improved with fences as approvedby the Committee.No side or rear fenceand no side or rear wall, other than the wall of the houseconstnrctedon said Lot, shall be more than six (6) feet in height. Nonrithstanding the foregoing, the prevailing govemmental regulations shall take precedenceover theserestrictions if said regulations and provisions ere more restictive. Unless otherwiseapproved by the Commiuee, all fencing and any materials usedfor fencing, dividing oi d.fioit g the Lots or Parcelsmust be of cementblock construction" of new materials and erectedin good and worlmanlike manner. Fencingfor Lots and Parcelsvisible to public sheets or the Common Area shall be conshrrctedconsistentwith the decorative theme walls constructedwithin the Project. All fencesshall be maintainedin good condition and repair and fences,upon being started must be completed witldn a reasonabletime not exceedingthree (3) months from commencementof construction. If Owner-installedfencesare either wholly or

2l

partially damaged,th"y shall be either removedor restoredto their original condition within one ( 1) month from the dateof darnage.The Associationmay perforrnroutine maintenanceof the exierior sidesof certaindecorativethemefences* prorridedin Section 1 of Article V above,but the Ownersof the Lots or Parcelsadjacentto said fencesshall be responsibleto replacethe same in the eventof destructionthereofunlesssaid destructionis causedby the Associationor any agentor licenseeof the Associationwhereuponthe Associationshall be responsiblefor replacing said fence. Further,with respectto the decorativethemefences,Ownersare prohibited from dismantling the sameto gain accessto back yards for construction of any type. Owners are allowed to dismanfle side yard fencesto gain accessto back yards for construction provided that if so dismantle4 the fencesmust be replacedwithin three (3) months frorn the date of dismanfling to the condition which existed prior to the dismantliog us determinedby the Commiueein its sole discretion. At its optiou, ihe Boar'dmay Lr extenuatingcircumsrances,and oirly with the ratification of the Commiuee,grantminor variancesfrom the restictions in this Article VII, Section I . Such a variancemay be grantedonly after the Board detenrrinesthat a restriction would createan unreasonableor substantialhardship or br:rdenon an Owner or zuchrestriction is obsolete due to changeof circumstancesand that the activity permiued r:nder the variance will not substantially adverselyaffect the remaining Owners and other occupantsof the Project. SECTION2: FENCESAS PARTY WALL$ A. Fenceswhich may be consfirrctedby a Developer q)on the dividing line between Lots or Parcels,or near or adjacentto said dividing line becauseof minor encroachmentsdue to engineeringerrors (which are hereby acceptedby all Owners in petpetuity) or becauseexisting easementsprevent a fence from being located on the Cividing line, are "Parfy Walls" and shall be maintainedand repairedat the joint cost and expenseof the adjoining Lot or ParcelOwners, _ Fencesconstnrctedupon the back of any Lot or Parcel (which do not adjoin any other Lot or Parcel) by a Developer shall be maintained and repaired at the cost and expenseof the Lot/Parcel Owner on whoseLot/Parcel (or immediately adjacentto whoseLot/Parcel)the fenceis installed. Suchfencesshall not be altered, or changedin design, color, material or constnrction from the original installationmadeby a Developerwithotrt the approvalof the adjoining Owner(s), if any are or would be affected by zuch change,and the Committee. In the event any such fence is damagedor deshoyedby the act or actsof one of the adjoining Lot/Parcel Owners,his family, agents,guestsor tenants,that Owner shall be responsiblefor said dqmageand shall promptly rebuild and repair the Party Wall(s) to its (their) prior condition, at his sole cost and expense. In all other eventswhen any Parly Wall is wholly or partially darnagedor in needof maintenanceor repair, eachof the adjoining Owners shall shareequally in the cost of replacingthe rarry Wall or restoring the sameto its original condition. For this purpose,said adjoining Owners shall have an easementas more fully describedin Section 3(A)(ii) of this article. All gatesshall be no higher than the adjacentParly Wall or fence. B. Whereverthe words "Party Wall", "fence", "fences" or "fencing" appearsin this fences, Declaration,they include block walls, wood fencesand other rnaterialsused as a fence4, 22

wall or walls (excepta wall which is part of a house)subjectto the provisions of Section 1 of this futide VII requiring masonrybtock constructi,on, SECTION 3: EASEMENTS A.

GeneralEasements

(i) Easenlentsfor installation and maintenanceof utilities and drainage facilities may be createdby showing the strne on the Plat(s) of a portion of the Project for the foregoing purposes,and are createdfor the purposesset forth in Section3C of this article below. No structuie, plaiting or other materials shall be placed or permiued to remain within these easementswhich may interfere with the installation and maintenanceof utilities, or which may changethe direction or flow of ararnagechannelsin the easements,if any, or which may obstruct or retard the flow of water through the channelsin the drainageeasements,if any. The easement areaof eachLot or Parceland all improvementslocatedthereonshall be maintainedcontinuousiy by the Owner of the Lot or Parcel,except for thoseimprovementsfor which a public authority or ' utility companyis responsible. (ii) For the purpose of installing, repairing and maintaining any Party Wall, an easementnot to exceedfive (5) feet in width is herebyueated over the portion of every Lot or Parcelimmediatelyadjacentto any Party Wall to allow the adjoining Owner accessfor such purposesas set forth herein and no other purpose. (iii) With respectto any.Party Wall not located on a divirling line between Lots or Parcelsbut locatednear or adjacentto such dividing [ine, an Owner of a Lot or Parcel shall have and is hereby granted a pennanent easementover any properly immediately adjoining said O'Rmer'sLot or Parcel up to the middte line of said fence for the use and enjolment of same. (lD Each Lot and Parcel within the Project is hereby declaredto have an easementover all adjoining Lots and Parcelsand the CommonArea for the purposeof accommodatingany encroachmentdue to minor engineeringerrors, errors in either the origrnal conshrrction,reconstnrction or repair of the Building on the Lots, settlementor shifting of buildings or any other similar cause. There shall be valid easementsfor the maintenanceof said encroachmentsas long as they shall exist" and the rights and obligations of Owners shall not be altered in any way by said encroachmen! settle,mentor shifting, provided however, that in no event shall a valid easementfor encroachmsnlbe createdin favor of an Owner or Owners if said encroachmentoccurred due to the willful misconduct of said Owner or Owners. B.

AssociationEasements.

The following easementsare created in favor of the Association and its diregtors, offi.cers, agents,employeesand independentcontractors over the Lots (but not the housestleregl):

^.1 LJ

(i) For inspectionof the Lots in orderto veri$r the perforrnanceof all Owners of all items of maintenarrqeand repair for which they are responsible; (iD For inspection,maintenance,repair and replacementof the CommonArea or any portion of a NeighborhoodAssessmentArea accessiblefrom the Lots; and (iii) For the purposeof enablingthe Association,the Board, the Committeeor any other committee appointedby the Board, to exerciseand dischargetheir respectiverights, powers and duties under the Project Documents. No Owner shall do any act or createany obstruction which would umeasonablyinterfere with the rights or ability of the Association to perform any of its obligations or exerciseany of its rights under the powersor easements reservedunder this Declaration.

ARTICLE\rltr Architectural Contol

SECTION1: CREATION OF COMMITTEE For the purpose of maintaining the architectrual and aestheticintegrity and consistencywithin the Projec! an Architechrral Control Committee(the "Committss') is herebyestablishedconsisting of five (5) members. The Board shall from time to time remove and/orreplace the membersof the Comrnittee. The Committee may designatealternatememberswho shall act in the event of the absenceor disability of a regular member of the Committee. A majority of the Commiuee shall be entitled to take action and make decision for the committee. SECTION 2: REVIEW BY COMMTTEE INON-DEVELOPER IMPROVEIvIE|{TS) No buildings or exterior or structural improvemen8 of any kind" fences,walls, Parly Walls, antennas(including customary TV antennas),satellite dishes,undergroundTV apparatuses, broadcastingtowers, other strtrctures,Lot ImFrovements,changes,landscapingshangesor changesto the exterior colors of any of the foregoing (collectively, the *Alterations') shall be commencd erectd, made, stnrctr:rally repaired,replacedor altered (except as set ibrth below) until the plans and specifications showing the natue, kind" shape,size, heighq color, material, floor plaq location and approximate cost of sameshall bave been zubmitted to and approvedby the Committee. The Committee shall have the right to refirse to approveany Alteration which is not suitable or desirable in their opinion for aestheticor other reasons,and they shall have the rigbt to take into c6nsideration (D the suitability of the proposedAlteration; (ii) the material (including type and color) of which it is to be built; (iii) the site (including location, topography, finished grade elevation upon which it is proposedto be erected;(rv) the harmony thereof with the surroundings(including color and quality of materials and workmmship); and (v) the effect of the Alteration as planned on the adjacent or neighboring properly (including visibility and view). Faih:re of the Committeeto reject in writing saidplans and specificationswithfui fo$-

24

five (45) days from the datethe samewere submittedshall constituteapproval of saidplans a161 specifications,pro'zidedthe d€sign,Iocation,color andkind ofrnateials in the AlteraConshall be governedby all of &e restrictions herein set forth. With respectto reviewing an Owner's plans and specifications, the Committee shall have the right to employ professional consultantsto review the sarneto assistit in dischutg*g its duties. In the event the Committee electsto employ such consultant, the Committee shall first grve notice to the Owner of the fee reqirired for the purposeof hiring any such consultant and the Owner shall promptly pay said consultant's fee to the Comrnittee prior to the Committee being obligated to proceedfinther with its review of said Owner's submission. The Committee's approval of Alterations shall not be interpretedor deemedto be an endorsementor verification of the safety,structtral integrity or compliancewith applicablelaws or building ordinancesof the Alterations and the Owner and/or its agentsshall be solely responsibletherefor. The Committeeand its membersshall haveno liability for any lack of safety, integnty, or compliance thereof. The Commiuee and its membersshall have no personal liability for judicial challengesto their decisionsand the soleremedyfor a successfulchallenge to a decision of the Committee shall be an order overhrnring the salnewithout creating a righg claim or remedy for damages.The Committeemay adoptand arnend,from time to time, Guidelinesconsistentwith this Sectionand the ProjectDocuments-

ARTICLE D( Amendments andModgageeProtection SECTION1: AMENDMENTS A. Except as provided below, at any time, this Declarationmay be amendedby an instnrment in wdtingo executedand acknowledgedby the then Ornmersholding not less than sixty-sevenpercent(67"/r) of the voting power in the Association. The approval of Eligible Mortgage Holders holding First Mortgages on real property in the Projest to which is allocatedat least fifty-one percent (51%) of the votes of such real property subjectto First Mortgagesheld by Eligible Mortgage Holders shall be required to add to or amendany "material" provisions of the Project Documents which establistr,provide for, govern and regulate any of the following: (r)

voting;

(it)

Assessments,AssessmentLiens or zubordinationof suchLiens;

(iil)

reservesfor maintenance,repair and replacementof the Common

(r")

insr:ranceor fidelity bonds;

(v)

rights to use of or reallocationof interestin the CommonArea;

Area;

25

(vi)

responsibility for mafurteilance and repairof the various portionsof

the Project' (vii) expansionor contractionof the Project or the addition, annexation or withdrawal of properly to or from the Project; (viii) convertibility of Lots or Parcelsinto CommonArea or Common Area into Lots or Parcels,subject to any firther restictions or prohibitions set forth in the City of ChandlerCode concerningconversion; (ix)

leasingof Lots or Parcels

(x) irnposition of any right of first refirsal or similar restriction on the rigbt of an Ow'nerto sell, transferor otherwiseconveyhis Lot or Parcel;and (xi) any provisions which are for the expressbenefit of Mortgbgeesand Eligible Mortgage Holders. An addition or amendmentto the Project Documentsshall not be considered."material" if it is for the purpose of correcting technical errors or for clarification only. An Eligible First Mortgagee which receives a written requestto approve additions or amendmentsptrsuant to this paragraph and which does not deliver or post to the requestingparty a negative responsewithin thiffy (30) days after such notice was delivered thereto by certified or registeredmail, retum receipt requested"shall be deemedto have approved suchrequesl In the caseof nmendrnentswhich expressly affect or apply to one or m.ore,but less than At fots or Parcels,the requisitepercentagesof Owners' and Eligible Mortgage Holders' approvalshall also be obtained in the sameapproval percentagesspecified above from the class of Owners and Eligibte Mortgage Holders so affected. B. Anything in Section 1(A) of Article D( to the contrary notwithstanding, Declarant reseryesthe right to amend all or any part of this Declaration to such extent and with zuch langr:ageas may be required to comply with the guidelinesand requirementsof the Federal Housing Administration, the Veterans Adminiskation, FHLMC or FNMA or to the extent requestedby any other federal, state or local governmentalagencywhich request such an amendmentas a condition precedentto zuch agency'sapproval of the Declaration, or by uny federally charteredlending institution as a condition precedeutto lending frmds for the secr,uity of any Lot(s) or any portions thereof. Any zuch amendmentshall be effected by the recordation by Declarant of an amendmentto this Declaration which shall be duly signed by or on behalf of the authorized agentsor authorized officers of Declaran! with their signaturesacknowledged; and when recorded be binding upon all the Project and all Personshaving an interest therein.

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SECTION 2: RIGHTS OF FIRST MORTGAGEES AND INSURERS OR CUaRaNTORS oT, FIRST MORTGAGES Any Eligible Mortgage Holder or Eligible Insureror Guarantorof First Mortgagesshall be entitled to timely written notice of, A. Any condemnationloss or any casualtyloss which affects a material portion of the Project or any Lot or Parcel on which there is a First Mortgage held, insured or guaranteedby such Eligible Mortgage Holder or Eligible Insurer or G:rarantor,as applicable, and as firttrer provided in Section 6 of Article X; B. Any delinquency in the paymentof Assessmentsor chargesowed or other default in the performanceof obligations under the ProjectDocumentsby an Owner of a Lot or Parcel subject to First Mortgage held, insrued or guaranteedby zuch Eligibte Mortgage Holder or Eligible lnsurer or Guarantorwhich remainsuncuredfor a period of sixty (60) days; C. Any lapse,cancellationor materialmodification of any insurancepolicy or fidelity bond maintainedby the Association;and D. Any proposedaction which would requirethe consentof a specifiedpercentageof Eligible Mortgage Holders as describedin this Declaration. Notice of any meetings of the Oqmerswith the ability to designatea representative E. to attend all such meetings. SECTION 3: CFIANGES REOUIRING APPROVAL OF MORTGAGEES Notwithstanding anyttring to the contrary containedin this Declaration, without the prior written approval of at least two-thirds @3) of the Eligible Mortgage Holders.basedupon one (1) vote for eachFirst Mortgage held by the Owners, the Association shall not be entitled to and no provision of this Declaration shall be applied effective, interpreted or constnredto: Changethe intcest of the Ownersin the Common Area as a result of their A. respectivereal prope{y holdings in the Projest, the shareof Assessmentschargedto any Owners or the method of determining such Assesmlents; By act or omission" seekto terminate or abandonthe statusof the Proiect as a B. planned unit development or master planned developmentunder Arizona law or the City of ChandlerCode; Allow partition or subdivision of any Lot except as expresslyprovided in Section C. 2 of Article VI above; D.

Changethe interest of any Owners as a result of their respectivereal property

27

holdings in the Project in the allocation or distribution of hazardinsuranceproceedsor condernnationawards: EBy act or omission, seekto abandoq partitio4 zuMivide, encumber,sell or transfer any portion or element of the Common Area (the granting of easementsfor public utilities or for other public purposesconsistentwith the intended use of such properry shall not be deerneda transferwithin the meaningof this clause); F. Use hazard insuranceproceedsfor lossesor damagesto any portion of the Common Area for other than th" otp*t, replacementor reconstnrctionthereof; G. Fail to maintain fire and extendedinsrnancecoverageon the Common Area on a currentreplacementcost basisin the amount equalto not lessthan one hundredpercent( 100%) of the insruablevalue: or H. By act or omission, change,waive, or abandonany schemeof regulations or their enforcementpertaining to the architectural design or the exterior appeaftrnceof the Dwelling Units or other improvements permiued hereunder,the exterior maintenanceof the Dwelling Units or other improvements permitted hereunder,or the maintenanceof the Common Area. The foregoing requirementsare in addition to the requirementsset forth in Section i of this Article D( above. SECTION 4: MORTGAGE PRIORITY Notrvithstanding any languagecontained in this Declaration to the contrary, no Owner and no other party shall have priority over any rigbts of First Mortgageespursuantto their Mortgages in the caseof a distribution to Owners of insuranceproceedsor condemnationawardsfor lossesto sl taking of real property zubject to this Declaration and/or any portio.n or elementof the Common Area and no changesto this Declaration providing for priority over such rights of First Mortgageesshall be made withorS the prior written consentof all First Mortgagees.

SECTION5: pAylvmNr OFTA)CS a]\rONSURaNCTpngrnflUtutsgy Monrcacges First Mortgageesmay, jointly or singly, pay any tares, Assessmentsor other chargeswhich are in default and which may or have becomea lien or chargeagainstthe Common Area ard may pay overduepremiums or hazard insr:rancepolicies (or securenew hazad insr:rancecoverageon ttre lapseof a policy) f6r the Common Area Any First Mortgagee making suchpaymentsshall be entitled to immediate reimbursementtherefor from the .A.ssociation. ARNCLE X General

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SECTION 1: EFFECT OF DECLARATION ANDREMEDIES The declarations,limitations, easements,covenants,conditions and restrictionscontainedherein shall run with the land and shalt be binding on all Personspurchasing (or whosetitle is acguired by foreclosure,tru.stee'ssale or otherwise)or occupyingany Lot or Parcel,or portion thereof, including any Dwelling Unit thereon"in the Project after the datethis Declarationis recorded. In the event of any violation or attemptedviolation of thesecovenants,conditions,an6 restrictions, th*y may be enforced by an action at law or in equity brought by the Associatiorr"the Committee. or the Owner or Owners (not in default) of any Lots or Parcelin the Project, Remediesshall include,but not be limited to, darnages,injunctive relief and/or any and all other rights or remediespursuantto law or equity and the prevailing parfy shall be entitledto collect all costs incurred and reasonableattorneys' fees sustainedin commencing and/or defending and maintaining such lawzuit. Any breachof thesecovenants,conditions and restriction, or any remedyby reasonthereof, shall not defeatnor affect the lien of any Mortgagemade in good fairh and for value upon the Lot, Parcel or other properry in question and the breachof any of these covenants,conditions and restrictionsrnay be enjoined,abatedor remediedby appropriite proceedings,notwithstandingthe lien or existenceof any zuch mortgageor deedof trust. ALL INSTRUMENTS OF CONVEYANCE OF ANY INTEREST IN A}TY LOT, PARCEL OR OTHER PROPERTY IN TI{E PROJECT SI{ALL CONTAIN (A}TD IF NOT, SIIATL BE DEEMED TO CONTAI}I) A REFERENCE TO THIS DECLAIL{TION A}ID SHAII BE SUBJECTTO TI{E DECLARATIONS, LIMTATIONS, EASEMENTS, COVENA}ITS, CONDMONS A}ID RESTRICTIONS F{EREIN AS FULLY AS THOUGH TT{E TERMS AND CONDMONS OF THIS DECLARATION WERE THEREIN SET FORTH IN FULL; PROVIDED, HOWEVER, TFIAT Trm TERMS AND CONDITIONS OF THIS DECLARATION SIIALL BE BINDING UPON ALL PERSONSAFFECTED BY ITS TERMS, WHETHER E)(PRESS REFERENCE IS MADE TO THIS DECLARATION ORNOT IN A}TY INSTRUMENT OF CONVEYANICE. NO PRTVATE AGREEMENT OF A}I-Y ADJOINING PROPERTY OWNERS SHALL MODIFY OR ABROGATE A}I-Y OF T}MSE RESTRICTWE COVENA}ITS, CONDMONS A}iD RESTRICTIONS. SECTION 2: OWNER'S RIGHT TO SELL LOT OR PARCEL The right of any Owner to sell, transfer or otherwise convey his Lot or Parcelshall not be subject to any right of first refusal or any similar restriction in favor of the Association.

SECTION3: RIGFITTO INSPECTDOCUMENTS:FINANCIAL STATEMENTS The Association shall make available to Owners, First Mortgageesand Insurersor Guarantors thereofcurent copies of the Declaration,Articles, Bylaws, rules and the books,recordsand financial statementsof the Association. *Available" meansavailable upon requestfor inspection (and copyrng at the expenseof the requesting party), dr:ring normal businesshours or wider other

29

reasonablecircumstances.In addition, First Mortgageesholding fiffy-one percent(5I%) or more of First Mortgages on Lots and Pacels in the Projea shall be entifled to haveprepaed, without chargeto the party se.requesting,an financial sta.tementof the Association for the immediateiy precedingfiscal year if one is not otherwise available, and the Association shatl have such slatementpreparedand distributed to the First Mortgageeswithin a reasonabletime following the receiptof the requesttherefor. SECTION 4: CONDEMNATION Upon receipt of notice of intention or notice of procesdingswherebyall or any part of the Project is to be taken by any govemmentalbody by exerciseof the power of condemnationor erninent domain, all Owners and First Mortgageesshall be immediately notified by the Associatircn thereof. The Association shall representthe Owners in aoy condemnationor eminent domain proceedingsor in negotiations, settlementsand agreementswith the condemningauthorig for acquisition of any part of the Common Area of the Project, and every Owner appointstbe Association his attorney-in-fact for this puqpose. The entire award madeas compensationfor such taking of Common Area, including but not limited to any amountawardedas severimce damages,or the entire amount received and paid in anticipation and settlementfor such taking, after deductingtherefrom,in eachcase,reasonableand necessarycostsand expenses,including but not limited to attorneys'fees,appraisers'fees and court costs(which net amountshall hereinafterbe referred to as the "Award"), shall be paid to the Association as trusteefor the use and benefit of the Owners and their First Mortgageesas their interestsmay appear. The Association shall, as it is practicable, causethe Award to be utilized for the purposeof repairing and restoring the Project, including, if the Association deemsit necessaryor desirable,the replacementof any improvementsso taken or conveyed. In the event of any taking of any Lot or Parcel in the Project by eminent domain, the Owner of such Lot or Parcel shall be entitled to receive the award for such taking zubject to any rights of his Mortg€ee, and after acceptancethereof he and all of his Mortgageesshall be divestedof all interest in the Project if such Owner shall vacate or abandonhis Lot or Parcel as a result of such tolo.g. The remaining Oumersshall decide by majority vote ufiether to rebuild or repair the Project or take other action. The remaining portion of the Project shall be resr:rveyd if necessary,ild the Declaration shall be amendedto reflect zuch taking. Lr the event of a taking by eminent domain of more than one [,ot at the sametrme or all of any portion of a Parcel,the Association shall participate in negotiations and the Association shall proposethe method of division of the proceedsof condemnationunless otherwise specified by the condemningauthority or by the courl SECNON 5: MISCELLANEOUS This Declaration shall remain and be in full force and effect for an initial tenn of not less than fifty (50) years from the date this Declaration is recorded or any lesserterm as may be mandated by the rule against Perpetuitiesin which event the life in being shall be the last living grandchild

30

of GeorgeBush, Presidentof the United States. Thereafter,this Declarationshall be deemedto have been renewed for successivetermsof ten (10) years,unlessre''rokedby an instrunentin writing, executedand acknowledgedby ths then Ownersholding not less than seventy-five percent (75%) of the voting power in the Association, which said instn:ment shatl be recordedin the office of the County Recorderof Maricopa County, Arizon4 within ninery (90) daysprior to the expiration of the initial effective period hereof, or anyten (10) year extensionIf there is any conflict betweenany of the Project Documents,the provisions of this Declaration shall prevail. Thereafter, priority shall be given to the Project Documentsin the following order: Plaq Afticles, Bylaws, Guidelinesand rules of the Association-Wheneverthe contestherein so requires, the use of the singular shall include and be constued as including the plural, and vice versa,and the masculineshall include the feminine and neuter,andvice versa. Subiectto any additional approvals required by the City of Chandler,the following actions require the prior approval of the Federal Housing Administration or the VeteransAdministration: annexationof additional properties,dedicationof the Qsmmon Are4 amendmentof this Declarationand withdrawal or deannexationof any property from this Declaration. DATEDtJis 2j

s-i

rsei,.

dayof

SUPERSTMONRA].{CHHOMEOWNERS ASSOCIATION

STATE OF ARZONA Countyof Maricopa

aOFFtetAL-sE^ti BdanaM.Cante fldwvRslbArizona uaikryCqrily.-

) ) ss)

-. tni.C lSt acknowledgedbefore me.this The foregoinginstument foregoinginstr.umentwas acknowledged

-

M

n;F,byKr+f,^c$

,thePresident,*o

day of

thevice

NON. RA}ICH HOMEOWNERS ASSOCIATION, ANATiZONA Of SQTPERSTITION PrCSidENt profit corporation, for and on b€half of the corporation. ._ .

31

,

.

r

t

IN WTTNESSWHEREOF, I hereuntosetmy hand and official seal.

Notarv Public My CommissionExpires:

32

a

r

t

i '

BXHIBIT A The Proper{y

Lots I through 62, inclusive, Tracrs A and B, RANCH HOUSE AT SupERSTmoN RANCH, accordingto the Plat thereofrecordedin Book 331 of l-{aps,Page7 of the Maricopa County, Arizona Recorder'sOffice, being a subdivisionof Parcel3 of that certainMap of Dedicationof SuperstitionRanchrecordedin Book 33i of Maps, Page6 of the Maricopa County, Arizona Recorder'sOffice

JJ

.|

rt

t

EKIIBIT

B

Common Areas

TractsA and B, RANICH HOUSE AT SUPERSTffiON RAIICH, accordingto the Plat thereof recordedin Book 331 of lvlaps,Page7 of the MaricopaCounty,Arizona Recorder'sOffice, being a zubdivision of Parcel 3 of that certain Map of Dedication of Superstition Ranch recorded in Book 331 of Maps, Page6 of the Maricopa County,Arizona Recorder'sOfEce.

34