P. ?iflN RODRIGUEZ, RECORDER DoCKET: 12295RZCOREEE BY; JV PAGE; 3935

PEPUTZ RECORDER NO. OF PACES; 3

4437 PE3 SEQUENCE: 20040870922REZMS 05/05/2004EZ bSSEUGER ATTO1UEY SERVICE ARSTRT

EZ-&CEVOY PIcKUP

AMOUNT PAID $ 15.00

CERTIFICATE OFTHIRD AMENDMENT TO AMEIcDED AN) RESTATED DECLASATION OFCOVENANTS, commoNs, RESERVATIONS AND RSTRICTLONS

FORSAGUARO BILLS ESTATES

(Further Amending Instrument Recorded in Docket 11293, Page 1831)

This Certific te bf ThiM Athendment t&Athended and ResthtedDec1aifion sWcoieninis,Conditions, Reservations and Restrictions for Saguaro Hills Estates ("Third Amendment"), is madeby Saguaro Hills Estates Homeowners' Association, an Arizona non-profit corporation("Associatioif), in recognition ofthe thllowing facts and intentions:

A. On May 4, 2000, Fidelity National Title Agency, Inc., an Arizona corporation, asTrustee under its Trust No, 30,020 and not otherwise, as the Declatant, executed that certainAmended and Restated Declaration of Covenants, Conditions, Reservations and Restrictions forSaguaro Hills Estates ("Original Declaration"), which was recorded on May 8, 2000, In Docket11293, commencing at page 1831, of the Official Records in the office of the Pima CounlyRecorder. The Original Declaration was amended by instruments recorded on December 12, 2000,in Docket 11443, connnencing at page 2553, of the Official Records in the office of the PimaCounty Recorder, and recorded on March 1,2001, in Docket 11496, commencing at page 4532, ofthe Official Records in the office of the Pima County Recorder ('collectively, "Amendments"). TheOriginal Declaration and the Amendments may be referred to herein collectively as the"Declaration".

B. Pursuant to Article XII, Section 8, of the Declaration, the Association (on behalf ofthe Owners) desires to modir and amend the Declaration to reflect certain changes, as are moreparticularly set fbrth below and bad been duly approved in the manner required by the Declaration.

NOW, THEREFORE, pursuant to Article XII, Section 8, of the Declaration, the Declarationis hereby amended as ftillows: &

1. Article X, Section 14, of the Declaration is hereby deleted in its entirety and replacedwith the following language:

3A. Residential Use. All Lots shall be used for single-family residential purposes only, 9and no other structures except single-lamily residences shall be placed or maintained on 3any Lot. 5

B. Business Activities.(1) A business Activity is defined as a trade, occupation, commercial enterpdse,

profession, or business.

7.

(2) No Business Activities, which do not meet the criteria set forth in this Section- -. - , rnay be conducted on any Lot,or- fri any home on the Lot. An Owner may engage in

business activities so tong as:

a. the existence or operation of the Business Activity is not apparent ordetectable by sight, sound or smell from outside the Lot;

b. the Business Activity confbrms to all zoning requirements for SaguaroHills Estates and the Owner has obtained the requisite permission and licenses from PimaCounty;

the Business Activity only involves one person (whether an employee,consultant or contractor) who is engaged in the business who does not reside in SaguaroHills Estates;

d. the Business Activity does not involve door-to-door solicitation ofresidents of the Saguaro Hills Estates;

e. the existence or operation of the business does not require customersto visit the lot

f. the Business Activity does not require delivery trucks to routinely visitthe-lot1as-determined in the-sole discretion-of the-Board; - . - - - ... - -

g. the Business Activity does not alter the character of the neighborhoodas a single family residential community; andfor

h. the Business Activity does not constitute a nuisance or become anannoyance to the neighborhood, or constitute a hazardous or offensive use, or cause theOwner of the Lot to violate any other provisions of this Declaration, or threaten the securityor safety of other residents in Saguaro Hills Estates, as determined in the sole discretion ofthe Board.

(3) In determining whether the Business Activity is prohibited, the Board ofDirectors, in its sole discretion, may consider the following factors:

a. whether any structural changes to the Lot have been made;b. whether the Business Activity increases the noise levels in the

subdivision;c. whether the Business Activity increases pedestrian or vehicular traffic

within the subdivision;d. whether more than one outside employee, consultant or contractor

works in that Business Activity;e. whether the Business Activity is unobtrusive and not detrimental to the

property values within the subdivision;f. the hours of operation of the Business Activity; andg. public safety. The BOard of Directors has the absolute discretion to

determine if the Business Activity viotates this provision of the Declaration and to requirethat the Owner of the Lot immediately cease such activity.

(4) The Board has the right, in its sole discretion, to determine if that BusinessActMty qualifies and to promulgate the rules and regulations concerning the operation ofsuch businesses within Saguaro Hills Estates."

2. ArtIcle I, Section 7, of the First Amendment to the Amended and RestatedDeclaration is hereby amended to add the following at the end of the first sentence:

", except that any Improvement that constitute entry sequence walls or gates as may bepermitted pursuant to Article XI, Section 2, may be constructed or placed outside of theBuilding Envelope."

/

3. To the extent of any inconsistency between the terms and provisions of this ThirdAthendznent, and the teuns and provisjons bf the Declaration, the terms and provisions of this ThirdAmendment shall govern and control Words used herein with initial capital letters shall be definedas set thrth in the Declaration, unless specifically defined herein.

4. Except as specifically amended by this Third Amendment, the Declaration shallremain in fbi! force and effect and unmodified.

5. By his or her execution below, the President and Secretary of the Association herebycertifies that, at and/or befbre or after a meeting duly called, the Owners of not less than two-thirds(2/3) of the Lots consented to this Third Amendment, and that copies of such written consents are inthe corporate records of the Association.

IN WITNESS WHEREOF, the undersigned have executed this Third Amendment effectiveasof -kMiI &3 .2004.

ASSOCIATION:SAGUARO HILLS ESTATES HOMEOWNERS' ASSOCIATION, an Arizona no!PE2fit

President

By CSecretary

STAtE OF ARIZONA

COUNTY OF PIMA

))ss.)

before me this day ofof S o Hills Estates Homeownerst

Notary Public I.

225

/.1

foregoing instrument was acknowledged________________ 2004, by Steven Permut as PresidentAssbciation, an Arizona non-profit corporation.

My Commission Expires:

VtDVmiI%r tO

OFFICIAl. SEALUSA K. ONEILLIE t-$tMussW PWAGOUNr(

Rnit&i*iNo,.lO.2OO1

RECORDED ;ca DOCKET 11496

LEWIS }al Gn4iwr REsouRcEs180 W !aGEE RD STE 134TUCSON AZ 8S704

ILi'JR U

AHOUNr PAID $ 10.00

WHEN RECORDED, RETURN TO:Lewis Management Resources Inc180w Magee Road, Suite 134Tucson, Arizona 85704

ccInAFDMENT TO AMENDED AND RESTATED

ECL4.RATION OF COVENANTS CONDITIONS

FRVATIONS AND RESTRICTIONS

FOR

SAGUARO HILLS ESTATES

DEPUTY RECORDER1951 ROOD

PAGE, 4532NO. OF PAGES: 3SEQUENCE: 20010410921

03/01/200117:30

tIL

SECOND AMENDMENT TO AMENDED AND RESTATEDDECLARATION OF COVENANTS, CONDITIONS RtSERvATIONSAND RESTRJaIONS FOR SAGUARO HILLS ESTATES

Fidelity National Title Agency, Inc., an Arizona corporation, as Trustee under its Trust No.30,020, and not otherwise (the Declarant) whose sole beneficiary is Saguaro Utah, L.L.C a Utahlimited liability company, previously recorded an Amended and Restated Declaration ofCovenants,Conditions Reservations and Restrictions (the Declaration) for certain real property situated in PirnaCounty, Arizona, own as Saguaro Hills Estates, and more pieuJarJy described as Fetzer RanchLots I tlrou 60 and Coon Area k according to the map or plat thereofrecorded in the Officeof the Recorder of Pima County, Arizona, in Book 47 ofMaps and Plats, commencing at Page 29(the Property or Project). The Declaration for the Property was first recorded in the Office of theRecorder of Pima County, Arizona in Docket 11293, Page 1831, and as amended 12/12/00 inDocket I 2443, Page 2553.

The Declarant hereby amends the Declaration as set forth herein. All capitalized terms hereinshall have the meaning ascribedin the Declaration, and all provisions contained in the Declarationshall remain binding and in fill force and effect except as expressly modified herein. The Propertyshall in all respects continue to be subject to all

covenants, conditions, charges, liens, restrictions,easements and reservations contained in the Declaration and as modified herein.

The amendments to the Declaration are as follows

A. Article IV, Section II is hereby replaced in its entirety with the following.

Section Ii. IjjforArovJ Subject to the other provisions contained herein, in theevent the Design Review Conmjttee fails within forty five (45) calendar days to approve ordisapprove any design submitted to it pursuant to a complete application the Committeesapprovalwill be deemed to have beendenied. Notwithstanding the foregoing, in the event the Design ReviewComirijttee shall noti- the requesting Owner within such time period that it is necessary to obtainindependent advice from a licensed architect professional designer, or other Construction orengineering consultant then the time period for approval or disapproval of said plans andspecifications or other complete submittal in accordance with theArchitectural Design Guidelinesshall be extended to the date that is thirty (30) calendar days after the date that such advice isobtained by the Owner following such design submittal. In the event of denial of plans submitted tothe Design Review Cormnittee either by no action by the Committee, or by notification of denial bythe Committee, an Owner may resubmit such plans for consideration,

including such changes as maybe appropriate via certified mail. In the event the Design ReviewCommittee fails within thirty (30)calendar days to approve or disapprove a complete resubmittal of an application, sent certified mail,the Committees approval will be deemed to have been given.

B Acticle X, Section 28

The second to the last sentence of this section çNo mailboxor driveway lighting shall he permitted

on any Lot), is hereby deleted

EN WITNESS VII IFREOF, Declarant has caused this Second Amendment to the Dedaiatlonto he duly executed thk- day of I:ehr.uarv 20'

I IY NM O\AL II HI AG1\(\ - INCan Auzorii Coi per dijon. as 1 uslee flue, fls rnsNo IUU2) and F!L.l UICF1SC

/ - /PY..)/I2cz1 Tt-4:<aiYUNDP. HI1*Tifie .•'.SST 1:H Qr.rp

STATE OF ARIZONAp ss

County of Pirna

lie toregoug tnt,unicrn \¼ as acknon iedged betore file his 2 da' of I ehi uan 2'LUND- HV'[ — — tIlt -I FF ct Hdeht Nanona nit uLr]L\Inc.. an Arizona

coi-poratton. on he aIto thecorporahon s7ws! Ce under its Irust No 3OU2O az]dnot n is corporate

capadt

My Commission Exp resN Otarv Pub he

:T MARTHALHILL?tAYPU8UC-NRflAf4 prAAfrWV

:t Co.,m EXp1t5 A) 2 2Saguaro Hil] s Estates I Iorneo 'icis Ascociati on

Byc?.;J]cic - --c4sterV Its President

-Richard Dudley. Its Seccetan

F. ANN RODRIGUEZ, RECORDER DOCKET: II

w

DEPUTY RZCORDER1963 R009

DECONCINI MCDONALD YETWIN & LACYPICKUP

PAGE: 2553NO. OF PAGES:

SEQUENCE:

AR S TRT

PICKUP

AMOUNT PAID

SAGUARO HILLS ESTATES

$ 900

FIRST AMENDMENT TO AMENDED AND RESTATED

DECLARATION OF COVENANTS, CONDITIONS,

RESERVATIONS AND RESTRICTIONS FOR

SAGUARO HILLS ESTATES

A Development BySaguaro Utah, L.L.C., aUtah Limited Liability Conmpany

RECORDED BY: LC

5

2000239091712/12/2000

17:30

FIRST AMENDMENT TO AMENDED AND RESTATEDDECLARATION OF COVENANTS, CONDITIONS, RESERVATIONS

AND RESTRiCTIONS FOR SAGUARO HILLS ESTATES

Fidelity NationaJ Title Agency, Inc., an Arizonacorporation a Tnastee underits TrustNo. 30.020,andnototherwise (the "Declarant"), whosesole beneficiarvis Saguaro Utah, L.LC..aUtah lirnitedliabjhrvcompany, peviously recorded an Amended and Restated Declaration of Covenants, Conditions.Reservatron and Restrictions (the "Declaration") for certain real property situated in Fir-na County.Arizona, known as Saguaro Hills Estates, and more particularly descnbed as FetzerRanch, Lots 1 through60 and Common Area A, according to the map or plat thereof recoraed in the Office of the Recorder ofPima County, Arizona, in Book 47 of Maps and Flats, commencing at Page 19 (the "Property' or"Project"). The Declaration for the Property was recorded in the Office of the Recorder of PimaCounty,Arizona in Docket 11293, Page 1831.

The Dectarant hereby amends the Declaration as set forth herein Allcapitalized terms herein shallhave the meaning ascribed in the Declaration, arid all provisions contained in the Declaration shall remainbinding and in full force and effect except as expressly modified herein. The Propertyshall in allrespectscontinue to be subject to all covenants, conditions, charges, liens, restrictions, easements and reseationscontained in the Dec]ai-atjon and as modified herein.

The amendments to the Declaration are as follows:

A. Article I, Section 7 of the Declaration is hereby omitted in itsentirety and shall be replacedwith the following:

Section 7. "BuildingEnvelope"shajl mean that developable areawithin the Lot in which all improvements must be built, and theonly areain which alterations to the existing landscapeway occur, The BuildingEnvelope foreach Lot shall consist of not more than 70,000 square feetof area to be disturbed for the siting of Improvements on each Lot andshall be located entirely within the setbacks shown on the Flat foreach

Lot. Notwithstanding the foregoing, the permissible location of theBuildingEnvelope forLots 12,36,41 and 44 shall be modified as follows:forLot 12, theBuildingEnvelopeshall be located no ess than ten (10)feet from the northern property line; for Lot 36, the Building Envelopeshall be located beyond a125 foot setback from the northernpropertyline; forLot4l, the Building Envelope shall be located beyond a75 footsetback from the southern property line; and for Lot 44, the BuildingEnvelope may be located beyond a 25 foot setback from the northernproperty line. The Design Review Committee shall appfove the BuildingEnvelope for each Lot prior to construction of any Improvements on eachLot.

13. Article m, Section 2 of the Declaration is hereby omitted in its entirety and shall bereplaced with the foIlowing

Section 2, DeIeation of Use; Rental of Residence .Any Ownermay delegate in accordance with-the Association Rules, his orher rightof enjoyment of the Common Areas and facilities to the members of his orherfamily, his orher tenants, guests orcontract purchasers who reside inhis or her Residence. However, the Owner, members of the Owner'sfamily, and the Owners guests, employees, and Invitees shall not heentitled to use and enjoy anyof such rights in the Common Areas while theOwner's Residence is occupied by a tenant to which the Owner hasleasedorrented his orheri-esidence Instead, the tenant, whileoccupyingsuch residence, shall be entitled to use, enjoy and delegate such rights inthe same manner as if such tenant were an Owner. Each Owner or-tenantshall notify the Association in writing of the names of all persons to whomsuch Ownerortenant has delegated anyrights of use andenjoyrnentandthe relationship that each such person bears to the Owner or tenant.Notwithstanding anything to the contraj in the forgomg ponion of thissection, an Owner shall at all times retain the right to enterupon theCommon Areas for the puose of access to the Over's Lot

Anydelegatedrights of use and enjoyment are subject to suspension tothe same extent as are the rights of Owners, No such delegation shallrelieve an Owner from liabilityto the Association or to otherOwners forpayment of Assessments orperformance of the provis:ons contained inthis Declaration

IN WITNESS WHEREOF Dec lararit has caused this First Amendment to the Declaration to beduly executed this day of December, 2000.

FmEUTY NATIONAL TiTLE AGENCY, INC.,an Arizona corporation, as Trustee under its TrustNo. 30,020 d not otherwise

By 7tI (rcLName '77'bc' L ,4'/tTitle Y7Lecr a/7rf,t

The foregoing instrument was acknowledged before me this day of December, 2000. byL the 7t4Cr ohe&é ofFidelityNationa1TitleAgencyInc.

an Arizonacorporatron, on behalf of the corporation as Trustee under its Tmst No, 30020 and not in its

Corporate capacity.

by

Craig Masters. Its President

/ // /xcu

I:\f'les\docsSUMMO7\991 !OIGAEE9323U7 WPD

STATE OF ARIZONA

County of Pima) 55,

My Commission Expires: Notaty Public/AL SEALLON1DA RRYNE

TXWV? U3LIC - ARIZONA

Saguaro Hills Estates Homeowners Association

B v

U

Richard Dudley, Its Secretary

STATE OF ARIZONA

County of Pirna))

55.

The foregoing instrument was acknowledged before me this_____ day of December, 2000,by _____________________________, the _______________________ ofFidelity National Title Agency,Inc., an Arizona corporation, on behalf of the corporation as Twstee under its Trust No. 30,020 andnot in its corporate capacrty

My Commission Expires: Notary Public

Saguaro Hills Estates Homeowners Association

Craiffa

I thssammOFS91 Olrz am&,d.&c

F. ANN RODRIGUEZ, RECORDER DOCKET: 11293RZCORDED Er: MSA ,/4\ PAGE: 11

w

DEPUTY RECORDER5132 ROOC

DECONCINI MCDONALD YEWIN & LACYPICKUP

NO. OF PAGES

SEQUENCE:

REST

PICKUP

46

2000089055705/08 /2 000

15:59

AMOUNT PAID

SAGUARO HILLS ESTATES

AMENDED AND RESTATED

DECLARATION OF COVENANTS, CONDITIONS,

RESERVATIONS AND RESTRICTIONS FOR

SAGUARO HILLS ESTATES

$ 50.00

A Development BySaguaro Utah, LL.C.,a Utah Limited Liability Company

TABLE OF CONTENTS

Page

ARTICLE 1DEFThIITTONSSectin 1.Section 2.Section 3.Section 4.Section 5.Section 6.Section 7.Section 8.Section 9.Section 10.Section 11.Section 12.Section 13.Section 14.Section iiSection 16.Section 17.Section 18.Section 19.Section 20.Section 21.Section 22.Section 23.Section 24.Section 25.Section 26.Section 27.Section 28.Section 29.Section 30.Section 31.Section 32.

"Articles""Assessments""Assessment Lien" -"Association""Association Rules""Board""Building Envelope""Bylaws""Common Areas""Common Expenses""Declararn""Declaration""DefaultRaté""Design Review Committee""Architectural Desin Guidelines""Excavation""Improvement""Individual Assessment""Lot""Member""NaturalAea""Owner""Fiat""Private Area""Project" or "Property""Regular Assessmenf'"Residence""Resthctions""Special Assessment""Transitional Area""Turnover Date"

---3

'I.1

.1

5

5

D

5

666

ARTICLE IIASSOCIATIONSection 1. GeneralSection 2. Membership . 6

—11—

7

"Visible from Neighboring Property"

.6

.6

Section 3.Section 4.SectionS.Section 6.Section 7.

ARTICLE HI,COMMONSection 1.Section 2.Section].Section 4.

78

.8

Q

9

10

Common Areas - - 13

ARTICLE IVRE S ID EN CESection 1.Section 2.Section].Section 4.Section 5.Section 6.Section 7

Section 8.Section 9.Section 10.Section 11.Section 12.Section 13.

Residence ConstructionArchitectural ReviewPerfontarce of BondBuilding EnvelopeOmittedDiscretion of Design Review CommitteeOrganization. Power of Appointment and Removal ofDes&n Review Committee MembersDesi Review Committee RulesNo WaiverLiabilityTime for ApprovalProcessing FeeIndemnification

L

11

11

12

12

13

1415

15

15

15

16

ARTICLE VMAINTENANCE OF COMMON AREASSection 1. Common Area MaintenanceSection 2. Real Property TaxesSection 3. Controlled Access

16

1618

18

Residences

Voting RightsBoard of DirectorsSuscension of Votin RightsAssociation RulesAvailability of Property Documents .

AREA PROPERTY RJGHTSPerpetual EasementDelegation of Use: Rental of Residence -Title to Common AreasRights of the Association and Declarant Relating to

CONSTRUCTION, ARCHITECTURAL CONTROL

ARTICLE ViOTHER MAINTENANCESection 1. Maintenance by Ovmers .Section 2. Maintenance by AssociationSection 3. Right of Association to Enter Upon

18

18

1919

Section 4. Landscaping and Maintenance of Lots and Natural Areas

—111—

19

Section I.Section 2.Section 3.Section 4.SectionS.Sectidu 6Section 7.SectionS.Section 9.Section 10.Section IISection 12.Section 13.Section 14.Section 15.

ARTICLE LXINSURANCESection 1. -

Insurance obtained by Association -Section 2. RestorationSection 3. Insurance for Residences and LotsSection 4. Fidelity BondsSection 5. Policy Requirements

ARTICLE X

19

19

2020

21

2277

222277232323

ARTICLE VIICOVENANT FOR ASSESSMENTS

Authority to Levy and Pur-pose for AssessmentsCreation of the Lien and Persona! Obligation for AssessmentsRegular AssessmentsSpecial AssessmentsIndividual AssessmentsCertificate of PaymentDate of Commencement of Regular AssessmentsNoOffsetsDelinquencyRecorded Assessment LiensCumulative RemediesExempt PropertyDeclarant's ExemptionUniform Rate of Assessment- Exceptions

ARTICLE VIIICONDEMNASection 1.Section 2.

23Subordination of Assessment Lien to First Mortgage or Deed of Trust:Priority of Assessment Lien 24

flON 24TangDefined 24Taking of Common Areas 24

USE RESTRICTIONSSection I - Lot Restrictions in generalSection 2. Temporary and Other StructuresSection]. Declarant's Use of Lots and Common AreasSection 4. AnimalsSection 5. Exterior Storage and TrashSection 6. UtilitiesSection 7. Aerials. Antennas. EtcSection 8. SitsSection 9. Private Basketball Hoops and SDOrt CourtsSection 10.

2425252526

.26

2727272828

• 28292929

• 30• 30Rental

-iv-

Section II.Section 12.Section 13.Section 14.Section 15.Section 16.Section 17.Section 18.Section 19.Section 20.Section 21.Section 22.Section 23.Section 24.Section 25.Section 26.Section 27.Section 28.

Parking .Conformity to Building CodesScreeningNo Business UseOther BuildingsNuisances. Rubbish. EtcResubdivisions, Lot CombinationsNoiseShnibs. Trees and Grasseshoperable Vehicles and Commercial VehiclesDrainagewaysDerricks, TanksClotheslinesRiparian Protection and Related EasementsOmfttedExemption of Declarant -Addresses and MailboxesLighting

3031

3!31

3232

3.)

-U32

33

333-,

34343434

ARTICLE XiEASEMENTSSection LSection 2.Section 3Section 4.SectionS.

Utility EasementEncroacftrnent EasementDeclararit Easement .Drainage Easement .Miscellaneous Easements

•;rt

343435.2)

ARTICLE XIIGENERAL PROVISIONSSectionSection

12.

Binding Effect and EnforcementWaiver or Abandonment

353536

SectionSection

3.4.

Equal Treatment of OwnersSeverability

3636

Section 5. Gender 36Section 6. Tonic Headins 36Section7. Term 36Section 8. Amendment 37SectionSectionSectionSection

9.10.11.12.

Declarants Right to AmendPersonal Liabilityinteroretation of the CovenantsChange of Circumstances

37383838

SectionSection

13.14.

Limitation on Dec!arants LiabilityAssiment of Declarant Rights; Exemptiod of Declarantfrom Restriction

38

38C

Section 15. ArbitrationSection 16. ghts of the Declarant 39Section 17. Delivery of Notices and Documents 39

-vi-

AMENDED AND RESTATED

DECLARATION OF COVENANTS. CONDITIONS,

RESERVATIONS AND RESTRICTIONS FOR

SAGUARO HILLS

This Declaration provides for an extensive degree of control in the Declarant, including, but notlimited to (i) control of the Association, the type and desii of improvements which maybe builtupon Lots (with fines for non-compliance), and the use, and limitations upon use, of the Common.Areas; (ii) the right to amend this Declaration; and (iii) substantial flexibility in developing theProject. This control may, under the terms of this Declaration, possibly extend until the conveyanceof the last Lot. This Declaration contains a limitation on the liability of the Declarant, and providesfor numerous special rights and privileges of the Declarant. including exemptions from the paymentof assessments.

Each Owner, by accepting title to a Lot, and each Member, by virtue of membership, acknowledges,agrees to, and accepts the Declarant's control of the Project and the Limited liability of the Declarantas provided in this Declaration. Such control is an integral part of this Decthration and the generalscheme of development and operation of the Project. Capitalized terms used in this paragraph aredefined in this Declaration.

KNOW ALL PERSONS BY THESE PRESENTS:

That Fidelity National Title Agency, Inc., an Arizona corporation, as Trustee under its Trust No.30,020, andnot otherwise (the "Declarant"), whose sole beneficiary is Saguaro Utah, L.L.C., autahlimited liability company, is the owner of certain real property situated in the County of Pima, Stateof Arizona, more particularly described as Fetzer Ranch, Lots 1 through 60 and Common Area A,according to the map or plat thereof recorded in the office of the Recorder of Pima County, Arizona,in Book 47 of Maps and Plats commencing at page 19 (the "Property" or 'Project").

NOW, THEREFORE, Declarant hereby declares that all of the real property described on the Plat,and any property hereafter annexed hereunder, shall be held, sold and conveyed subject to thefollowing covenants, conditions, charges, liens, resnictions, easements and reservations (hereinaftercollectively sometimes called "resthctions" or referred to as this "Declaration"), all of which are for

the purpose of enhancing and protecting the value, desirability and attractiveness ofthe real property,and all of which are hereby declared to be for the benefit of and binding upon all of the property

described herein and the owners thereof, their heirs, successors, antees and assigns. Theserestrictions shall run with the title to such property, and each and every partand parcel thereof, shall

be binding on all parties having or acquiring any right, titte and interest in the described properties

or any part thereof, and shall inure to the benefitof each owner thereof

This Declaration amends and restates in its entirety that certain Declaration of Establishment ofCovenants, Cionditions, Reservations and Restrictions for Fetzer Ranchrecorded in Docket 10056

Page 258, Records of Pima County, Arizona, and hereby establishes and continues a general planfor the development of the Property and the individual ownership of real property estates therein,consisting of a single-family dwelling and membership in a non-profit corporationwhich shall ova

certain land, referred to as "Common Areas" Every conveyance of any single family dwelling, Lot

or other portion of the subject Property shall be and is subject to these covenants, conditions,charges, liens, resn-ictions, easements and reservations.

ARTICLE 1DEFINITIONS

As used herein unless the context otherwise requires:

Section 1. "Articles" shall mean the Articles of Incor oration for the Association, which

are filed in the office of the Corporation Commission of the State of Arizona, as the same may be

amended from time to time.

Section 2. "Assessments" shall mean the Regular. Special and Individual Assessmentslevied and assessed pursuant to this Declaration.

Section 3. "Assessment Lien" shall mean the lien imposed against anyLot for collectionof the sums described in Article VII of this Declaration.

Section 4. "Association" shall mean and refer to SAGUARO FULLS ESTATESHOMEOWNERS ASSOCIATION, an Arizona non-profit corporation, and its successors and

assigns.

Section 5. "Association Rules" shall mean the rules and regulations (including theArchitectural Design Guidelines) adopted by the Board of the Association or the Design ReviewCommittee pursuant to the provisions of this Declaration, as such rules ahd regulations may be

amended from time to time.

Section 6. "Board" shall mean and refer to the Board of Directors of the Association.

2

Section 7. "Building Envelope" shall mean that developable area within the Lot in whichall ithprovements must be built, and the only area in which alterations to the existing landscape mayoccur. The Building Envelope for each Lot shall consist of not more than 70,000 square feet of areato be disturbed for the siting of Improvements on.each Lot and shall be located entirely within thesetbacks shown on the Plat for each Lot. Notwithstanding the foregoing, the permissible locationof the Building Envelope for Lots 36,41 and 44 shall be modified as follows: for Lot 36, the

Building Envelope shall be located beyond a 125 foot setback from the northern property line; forLot 41, the Biilding Envelope shall be located beyond a 75 foot setback from the southern propertyline; and forLot 44, the Building Envelope may be located beyond a 25 foot setback from thenorthernproperty line. The Design Review Committee shall approve the Building Envelope for eachLot prior to construction of any Improvements on each Lot.

Section 8. "Bylaws" shall mean the Bylaws of the Association, as the same may beamended from time to time.

Section 9. "Common Areas" shall mean Common Area A, shovm onthe Flat, and all realproperty and Improvements located thereon, and all other real property now or hereafter ovmed bythe Asociation or existing for the common use and enjoyment of the Members of the Associationand under the control of the Association. Common Areas include sidewalks, pedestrian paths,pavements, streets, parking areas, and all easement areas and streets and roads providing legal accessto each Lot, and shall also include any gated entry and guardhouse facilities and related equipment(if any).

Common Areas shall also include common areas designated as such on any plat of landannexed hereunder and subject to a Declaration of Annexation, and which is described therein asCommon Areas.

Section 10. "Common Expenses" shall mean the actual and estimated costs ofmaintenance, management, operation, repair and replacement of the Common Areas and theImprovements thereon; costs of management and administration of the Association including, butnot limited to, compensation paid by the Association to managers and other employees, accountants,attorneys and agents; the costs of utilities, street maintenance and repair; gardening; tandscaping;costs of enuy gate personnel, if any, and the operation of the gates and/or key gates at the entranceof the Property, and any other such systems, thcuding without limitation, perimeter fences or anyother fences installed by the Declarant or by the Association for the benefit ofthe Property and otherservices benefitting the Property; the cost offire, casualty, liability, worker's compensationand otherinsurance covering the Common Areas or other Association property and other insurance costsauthorized herein; reasonable reserves as deemed appropriate by the Board; the costs of insurancebinders for the members of the Board, officers of the Association and members of any committeeestablished by the Board pursuant to the terms hereof, taxes paid by the Association; amounts paidby the Association for discharge of any lien or encumbrance levied against the Common Areas orportions thereof and to pay ad valorem real property taxes; and the costs of any other item or itemsdesignated by, or incidental to other expenses incurred by the Assocaation for any reason whatsoeverwbich in the good faith judgment of the Board are incurred in connection with the Common Areas,

pursuant to the Articles or the Bylaws, in the furtherance of the purposes of the Association, or inthe discharge of any obligations imposed on the Association by this Declaration.

Section Il "Declarant" shall mean Fidelity National Title Agency, Inc., an ArizonaCorporation, as Trustee under its Trust No. 30,020, and not otherwise (the "Dec[arant'), and itssuccessors or assigns to whom the rights of Declarant are assigned. in whole or in part, by separaterecorded instrument. As provided herein, the rights, exemptions and privileges of the Declararit maybe assigned in whole or in part. Any rights of the Declarant hereunder may be exercised by thebeneficiary of Declarant.

Section 12. "Declaration" shall mean this Declaration of Covenants, Conditions,Reservations arid Restrictions for Saaro Hills Estates, as the same may be amended orsupplemented from time to time.

Section 13. "Default Rate" shall mean twelve percent (i 2%) per annum.

Section 14. "Design Review Committee" shall mean the committee established by theBoard of Directors of the Association pursuant to Article IV, Section 7 hereof.

Section 15. "Architectural Design Guidelines' shall mean the design standards,restrictions, review process, submittal requirements, and constitction regulations adopted andenforced by the Design Review Committee as set forth herein and as may be amended orsupplemented from time to time.

Section 16. "Excavation" shall mean any disturbance of the surface of the land including

any grading, nenching, ibbing, or clearingwhich results in the relocation, removal, or addition ofearth, rock or other substance of the surface of the land.

Section 17. "Tmprovement" shall mean any changes, alterations, or additions to a Lot,including any excavation or landscaping and any structure or other improvement of anytype or kind.Solely for purposes of clarification, the term "Improvement" shall include without limitation anyResidence, building, outbuilding, building projection, patio, swimming poo1, wall, driveway, radioantennae, television antennae, satellite stations or dishes, awnings, sunshades, or any similar

structures.

Section 18. "Individual Assessment" shall mean any assessment levied against anindividual owner pursuant to Article VII, Section 5 and any other charges, fines, penalties, costs orother amounts assessed against an individual owner pursuant to the terms of this Declaration, theArchitectural Design Guidelines or the Association Rules other than Regular Assessments andSpecial Assessments.

Section 19. "Lot" shall mean and refer to the separately designated and numbered plotsof land shown upon the recorded subdivision flat of the Property, or the subdivision plat of any

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parcel of land annexed within the purview of this Declaration, together with the Improvementsthereon.

Section 20. "Member" shall mean and refer to every person or entity who hods amembership interest in the Association, -

Section 21. "Namral Area" shall mean that portion of each Lot which lies outside of theBuilding Envelope. Such areas must remain as undisturbed natural desert, unless the Design ReviewCommittee shall in writing approve of changes thereto.

Section 22. "Owner" shall mean the record hoider (including Declarant) of legal title tothe fee interest in any Lot regardless of whether such owner actually resides therein, or the equitableOwner of record under a contract of sale. "Owner" shall also include each person who owns titleto a Lot in joint tenancy, tenancy in common, as community property, or any other form of jointownership. "Owner" is not intended to include persons who hold an interest in any Lot merely assecurity for the performance of an obligation, the seller under a contract of sale, or a lessee or tenantof any Lot or hnprovements.

Section 23. "Plat" shall mean that certain Flat of Fetzer Ranch, Lots 1 through 60 andCommon Area A, records of Fima County, Arizona in Book 47 of Maps and Flats commencing atpage 19, a subdivision ofFima County, Arizona, as the same may be modified or amended fromtitheto time, and any plat of any additional land annexed under the purview hereof

Section 24. "Private Area" shall mean that part of the Building Envelope that is notVisible from Neighboring Froperty.

Section 25. "Project" or "Property" shall mean the subdivision shown on the Flat,including all Improvements thereon, and any property hereafter annexed within the purview of thisDeclaration as a part of the Property.

Section 26. "Regular Assessment" shall mean the charge levied and assessed each yearagainst each Lot pursuant to Article VII, Section 3 hereof

Section 27. "Residence" shall mean any building or portion of a building situated upona Lot, and any Improvements consmicted in connection therewith, that is intended for use andoccupancy as a single-family residence.

Section 28. "Restictions" shall mean the covenants, conditions, restrictions, reservations,assessments, easements and liens set forth in this Declaration.

Section 29. "Special Assessment" shall mean any assessment levied and assessed pursuantto Article VII, Section 4 hereof.

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Section 30, "Transitional Area" shall mean that part of the Building Envelope that isVisible from Neighboring Property and located outside the Private Area, between the Private Areaand the Natural Area.

Section 31. "Turnover Date" shall be the first to occur of(i) the day on which title to thelast Lot in the Property owned by Declarant is conveyed to a third party purchaser for value otherthan as security for performance of an obligation (other than an assignee of Declarant so designatedin writing, or-jan affiliate or partner of Declarant or an entity in which Declarant or its members orpartners are affiliated as patters, shareholders or members) or (ii) suchdate as Declarant by writteninstrument allows the Members of the Association to cast votes. Deciarant shall have the right.however, to allow the Members of the Association to cast votes, while at the same time reservingunto the Declarant, so long as it owns a single Lot, the exclusive right to appoint or remove theBoard of the Association and the Design Review Committee, and may further reserve the right toamend this Declaration. Regardless of whether Declarant has allowed the Members of theAssociation to cast votes, so long as Declarant owns a single Lot, Declarant shall continue to haveand may enjoy all other rights and privileges of the Declarant hereunder,

Section 32. "Visible fromNeighboring Property" means that a given objector activity ona Lot is reasonably visible without artificial sight aids, from six feet above any portion of any otherBuilding Envelope or Common Area with an elevation equal to that portion of the Lot upon whichsuch object or activity is located.

ARTICLE IIASSOCIATION

Section 1. General. The Association is a non-profit corporation organized under the lawsof the State of Arizona for the general welfare and benefit of the Owners. The Association, throughits Board, officers and committees, shall take appropriate action to manage, maintain, repair, replaceand improve the Common Areas together with all Improvements located thereon (except asotherwise provided herein), to pay ad valorem taxes thereon, to perform related activities, and toperform all other functions and duties assigned to the Association by this Declaration, by theArticles

or Bylaws, or properly delegated to it by its Members.

Section2. Membership. Membership in the Association, shall consist of Owners of Lotswithin the Property, including Declarant. Each grantee of Declarant, by the acceptance of a deed ofconveyance, or each purchaser under any agreement of sate. or each person at any time owning oracquiring any interest in any Lot, accepts the same subject to all restrictions, conditions, covenants,reservations, liens and charges, and thejurisdiction, rights powers and privileges created or reservedby this Declaration, and all impositions and obligations hereby imposed, and shall be a Member of

the Association subject to the Articles, Bylaws, and Association Rules.

Every Owner of a Lot, including Declarant, shall automatically, upon becoming the Ownerof the Lot, be a Member of the Association, and shall remain a Member of the Association until suchtime as his or her ownership for any reason ceases, at which time his or her membership in the

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Association shall automatically cease. Membership shall be appurtenantto and may not be separated

from ownership of any Lot. A membership in the Association shall not be transferred, pledged or

alienated in any way except on the sale or conveyance ofsuch Lot and then only to such purchaser.

The record Owner of a Lot shall be entitled to one membership in the Association, and there

shall be no more than one membership for each-Lot. In the event any Lot is owned by two or more

persons or entities, the single membership for that Lot shall bejoint and shall be issued in the names

of all Owners The Owners shall designate to the Association, in writing, the Owner who shall have

the power to cast the vote associated with said membership, and in the absence of such designation,

the Board may designate the Owner who shall have the power to cast such vote.-

In the event any Owner casts a ballot representing a certain Lot, it will be conclusively

presumed for all purposes that such Owner was acting with the authority and consent of all other

Owners of the same Lot. In the event more than one ballot is cast for a particular Lot, none of said

votes shall be counted. Said votes shall be deemed void, and said Lot will not be counted for

purposes of determiningwhether the voting requirements hereunder have been met.

At the discretion of the Board, certificates of membership maybe issued, but if certificates

are not issued, membership shall be evidenced solely by an official list of Members kept by the

Secretary of the Association or such other person designatedby the Board.

Section]. Voting Rights. The Association shall have two classes of membership.

Class A. Class A Members shall be all Owners of Lots, other than Declarant,

Each Class A Member shall be entitled to one (1) vote for each Lot owned, exceptthat notwithstanding any other provision hereof, no Class A Member shall have any

votes or be entitled to exercise any voting rights until the Turnover Date, and no

meetings of Class A Members shall be required until that time.

Class B. The Class B Member shall be the Declarant (and successors or-

assigns of Declarant who are in writing designated as a successor Declarant as

provided herein) who shall hold one Class B membership for each Lot owned and

shall be entitled (both before and after the Turnover Date) to six (6) votes for each

such Class B membership. Class B Membership is not assignablewith respect to any

Lot improved with acompleted Residence. The Ownerof any suchLot shall possess

a Class A Membership with respect thereto, and any Class B Membership withrespect to a Lot improved with a conpleted Residence shall convert to Class A. The

Declarant may cast its votes in such proportions on any matter as Declarant

determines.

In addition, notwithstanding the occurrence of the Turnover Date, so long as Declarant owns

a single Lot, Declarant shall have the right, without obligation, to maintain absolute control over the

Association by appointing or removing the Board withoutthe necessity of a vote or meeting ofMembers, appointing or removing the officers of the Association, appointing or removing the

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members of the Design Review Committee, arid amending this Declaration subject to the provisionshereof. In connection with the assignment of the rights of the Declarant to any successor or assigneeofDeclarant, it shall be permissible for Declarant to retain orto assign, at its sole election, the rightsand privileges of the Class B Member

Section 4. Board of Directors. The affairs of the Association shall be conducted by theBoard and such offlcers and committees as the Board may elect or appoint in accordance with thisDeclaration oi- the Articles and Bylaws. After the Turnover Date, the Board shall consist of not less

than three (35 members and not more than five (5) members, but never an even number, who shallbe elected at each annual meeting of the Members of the Association or at any special meeting ofthe Members of the Association called for such purpose, all as more particularly set forth in theArticles and Bylaws

Members of the Board who are appointed by Declarant pursuant to the reserved rights of theDeclarant hereunder need not be Owners; however, all members of the Board elected after theTurnover Date (if Declarant has then relinquished its right of appoIntment) shall be Owners (or thespouses of Owners, or an officer, director, partner, agent, -'istee obeneficiary of an Owner that isa corporation, partnership or trust) unless a sufficient number of owners (or related persons asdescribed in the foregoing parenthetical) are unable or unwiling to serve as directors, in which eventindividuals who are not Owners (or related persons) may be elected as directors.

Section 5. Suspension of Voting Rights.. in the event any Owner shall be in arrears inthe payment of any amount due under any of the provisions of this Declaration for a period of fifteen(15) days after the date specified on the billing therefor, or shall be in default in the performance of

any of the terms of the Declaration for a periodof fifteen :15) days after written notice from theAssociation thereof, said Owiier's ri2ht to vote as a Member of the Association, if any such rightexists, shall be automatically suspended and shall remain suspended until all payments are broughtcurrent- and all defaults cured.

Section 6. Association Rules. Subject to the provision of this Declaration, the Boardmay adopt, amend and repeal the Association Rules which shall have the same force and effect asif set forth herein. The Association Rules may restrict and otherwise govern the use of any area orCommon Areas by any Owner, or the Owners family members, guests, invitees, licensees or lessees;provided, however, that the Association Rules may not discriminate among Owners and shall notbe inconsistent with this Declaration, the Articles or the Bylaws and any amendments thereto.

Without limiting the generality of the foregoing, the Association Rules may establish andfix

fines to be levied for failure to comply with this Declaration or the Association Rules, and anyfines

so levied shall constitute Individual Assessments hereunder subject to the Assessment Lien. Any

such fine shall only be imposed after the offending Ovmer has been given written notice of the

default in question, and has further been given an opporninity to meet with the Board, or their

representative, to discuss the matter in question. No fine shall exceed $500.00 for any singleinfraction, except that a continuing violation shall be subject to additional incremental fines of not

more than S500.O0 (depending upon the Boards evaluation of the seriousness of the violation) for

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each thirty (30) days the violation continues, and interest at the Default Rate shall accrue thereon.A copy of the Association Rules, as they may from time to time be adopted, amended or repealed,shall be available for inspection by the Members at reasonable times. Upon adoption, the AssociationRules shall have the same force and effect as if they were set forth in and were a part of thisDeclaration.

Section 7• Availability of Property Documents. The Association shall maintain current

copies ofthis teclaration, the Articles, Bylaws, Association Rules,Architectural Design Guidelines,the Association's own books, records, and income and expense reports available for inspectionduring normal business hours by an Owner or any holder of a first mortgage ordeed of tnst on any

Lot.

ARTICLE mCOMMON AREA PROPERTY RIGHTS

Section 1. Peroetual Easement. Declarant hereby grants to the Association, and to eachand every Owner, a nonexciusive perpetual easement of use and enjoyment in and to the CommonAreas, which easenientis appurtenant to and shall run with the title to each and every Lot for themutual benefit and protection of all Owners of the Lots. Such right and easement of use andenjoyment shall nevertheless be subject to the provisions hereof and to the Association Rules.

Except as otherwise provided herein, no use or disturbance of any ofthe Common Areas shall

be made, other than for ingress and egress over streets and roads constructed within the Property andapproved by the Desi Review Committee, or for utilities and sewer facilities subject to the

provisions hereof.

Section 2. Deleation of Use; Rental of Residence. Any Owner may delegate, inaccordance with the Association Rules, his or her right of enjoyment of the Common Areas andfacilities to the members of his or her family, his or her tenants, guests or contract purchasers whoreside in his or her Residence. However, the Owner, members ofthe Owners family, and the Ownersguests, employees, and invitees shall not be entitled to use and enjoy any of such.rights in theCommon Areas while the Ownefs Residence is occupied by a tenant to which the Owner has leasedor rented his or her residence. Instead, the tenant, while occupying such residence, shall be entitledto use, enjoy and delegate such rights in the same manner as if such tenant were anOwner. EachOwner or tenant shall notify the Association in writing of the names of all persons to whom such

Owner or tenant has delegated any rights of use and enjoyment and the relationship that each such

person bears tQ the Owner or tenant.

Any delegated rights of use and enjoyment are subject to suspension to the same extent as

are the rights of Owners. No such delegation shall reheve an Ownerfrom liability to the Association

or to other Owners for payment of Assessments or performance of the provisions contained in this

Declaration.

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Section 3. Title to Common Areas. At such time as improvements to the Common Areashave been completed and the Association has been formed, Declarant shall convey title to theCommon Areas to the Association. The method of conveyance shall be by Deed and Declarant shallnot be required to purchase a title insurance policy upon transfer. It is acknowledged by all Ownersthat because of the nature of the private roadways, including the use of any special building materialsused in connection therewith, the Association may be unabLe to dedicate such roads to Pima Countyfor acceptance.

SectMn 4. Rights of the Association and Declarant Relating to Common Areas. TheCommon Areas and the rights of the Members therein shaJ at all times be subject to:

A. The right of the Association, in accordance with its Articles and Bylaws, andany amendments thereto, to borrow money for the purpose of improving the Common Areas and.vñth written consent of the Members entitled to vote two-thirds (2/Brds) of the votes of each classof Membership, to mortgage said property as security for any such loan.

B- The riQht of the Association to take such steps as are reasonably necessary toprotect the Common Areas against foreclosure.

C. The right of the Association to promulgate and publish rules and regulationswith which each Member shall strictly compiy

The right of the Association, as provided herein or in its Articles and Bylaws.and any amendments thereto, to levy reasonable monetan fines and to suspend a Members votingrights and the ritht to he use of the recreational cornponen:s of the Common Areas if any, for anyperiod during which any assessment against his or her Lot remains unpaid and, for a period not toexceed sixty (60) days, for any infraction of its published rules and regulations.

E. The right of the Association, without any abatement of assessments, to closeor limit the use of the Common Areas while maintaining, repairing, and making replacements inthe Common Areas.

F. Easements for ingress, egress and utilities reseryed hereby.

0. Perpetual easements for ingress, egress, and utilities reserved hereby in favorof Declarant over and across all Common Areas in favor of all portions of any land Declarant hasthe right to annex as provided herein, regardless whether such land is actually annexed. Theprovisions of this paraaph may not be amended without the written consent of Declarant.

H. The right of the Association to transfer or quit-claim minor or insignificantportions of the Common Areas necessitated by incidental construction encroachments or scrivenefserror without any vote or consent of the Members.

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ARTICLE VIRESIDENCE CONSTRUCTION, ARCHITECTURAL CONTROL

Section 1. Residence Construction. All Improvements, shall be consistent in quality of

design and consttction with the Architectural Design Guidelines and with the provisions hereof

It is expressly understood that no contractor constructing Improvementswithin the Properties shall

in any way be deemed an agent, partner, or representative of Declarant. Each Owner, by acceptance

of a deed to/any Lot, acknowledges and agrees that neither Declarant nor its members, agents,

parthers, representativeS nor employees shall have any responsibility, obligation or liabilitywhatsoever relating in any way to or arising out of the construction of Improvements upon anyportion of the Property. Such matters, and any liability relatmg thereto, shall be solely between the

Ovmer and the contractor.

Section 2. Architectural Review. No Improvements, alterations, repairs, excavations,grading, landscaping or other work which in any way alters the exterior appearance of the Property

or a Lot, or the Improvements thereon, from its natural or improved state shall be made or done

without the prior approval, in writing, of the Design Review Committee. No Improvement of any

naufre whatsoever shall be corrunenced, erected, improved, altered, modified, placed ormade on any

portiori of the Property without prior written consentof the Design Review Committee.

In connection therewith, any Ovmer requesting such approval shallfollow the submittal and

approval process outlined in the Architectural Design Guidelines, as from time to time amended,

including, without limitation, detailed plans and specifications showing aliconstruction details,

including the nature, shape, height, color, materials, floor plans, location, andsuch other matters as

may be requested by the Design Review Committee. All subsequent additions to or changes oralterations in any Improvement shall be subject to the submittal and approval processoutlined in the

Architectural Desii Guidelines, as from time to time amended, including,without limitation, the

exterior color scheme of a Residence and all changes in the gradeof Lots. No changes or deviations

in or from the plans and specifications, once approved by the DesignReview Committee, may be

made without the prior written approval of the Design Review Committee,and all construction must

be completed in accordance with the approved plans and specifications.

Section 3. Performance of Bond. In furtherance of the interests of the Property, and to

better assure compliance with the provisions hereof, a cash bond, certificate of deposit, letter of

credit or performance bond (hereinafter bond) in the amount of Ten Thousand (SlO,00Q.OO)Dollars (or such other amount as may from time to time be set by the Design Review Committee)

shall be provided to the Desii Review Committee by each Owner proposing to construct a

Residence, and such bond shall be unconditional and in form acceptable to the Design Review

Committee. A cash bond or certificate of depesit shall be assigned to and held by the Association.

Any letter of credit or performance bond shall name the Association as an additional payee orobligee. Such bond shall be in force and effect at times until completion of constuction, and shall

be released upon written approval of the Design Review Committee,but without representatiofl orwarranty whatsoever relating to such construction or completion:In addition, the Design Review

II

Committee shall have the right to require a bond in connection with changes, additions or alterationsto a Residence or in connection with other structures upon a Lot.

Section 4. BuiIdin Enveloye. All Improvements within a Lot must be constructedwithin the Building Envelope within that Lot. The location and size of each Building Envelope mustbe approved by the Design Review Committee and each O'wier prior to constructing anyImprovements on the Owners Lot must obtain such approval from the Design Review Committee.All portions of each Lot outside the designated Building Envelope shall be considered Natural Areawhich may nbt be disturbed without the written approval of the Design Review Committee.

All Transitional Areas not permitted by the Design Review Committee to be altered ordeveloped shall remain natural and shall be maintained by the Owner thereof Without limitation,it is the intent hereof that yard walls, fences, and hedges shall be prohibited, except as approvedwithin the Building Envelope.

SectionS. Omitted.

Section 6. Discretion of Design Review Committee. As more particularly set out in theArchitectural Design Guidelines, incorporated herein by reference and as from time to time amended,the Design Review Committee shall have the right to deny approval of any plans or specification,whether for the construction of original Improvements the subsequent alteration thereof, which arenot, in its opinion, suitable or desirable for aesthetic or any other reasons, and shall have the rightto take into consideration the harmony and conformity of the proposed Improvements with thesurrounding buildings, the materials to be used and ftc compatibility of the same with thesurrounding area, and the effect of such -proposed Improvements as seen from adjacent or

neighboring properties.

The Design Review Committee may elicit the opinion of other Owners, including theneighbors of the Owner submitting the plans and specifications as to the conformity and hamionyof the proposed plan with the overall scheme of development, and the effect that the proposed planmight have on the physical views ofother Owners. After eliciting these opinions, the Design ReviewCommittee may, but need not, take them into accotmt in making its final decision of approval ordisapproval of the plans and specifications, While the opinion of no single Lot Ovmer will controla decision of the Design Review Cormnittee, within its own discretion, the Design ReviewCommittee may, but need not, attach whatever significance it deems sufficient to the statements ofresidents and/or neighbors of the Owner submitting the proposed construction, alteration ormodification.

Approval of the plans, specifications, or other complete and conforming submittal shall beevidenced, if at all, by the written endorsement of the Design Review Committee made on the plansand specifications, or by letter or other written approval. No changes or deviations in or from theplans and specifications shall be made without the written approval of the Design ReviewCornmittet After construction is completed, no further change, including any change of exteriorcolor, shall be made without the written permission of the Design Review Committee. Alldecisions

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of the Design Review Committee shall be final, and no Oer or other pathes shall have recouneagainst the Design Review Committee for its refusal to approve any such plans and specifications.All structural improvements must also be in conformance with any applicable building coderequirements. All construction shall be prosecuted diligently from commencement until completion.

Section 7. Organization. Power of Appointment and Removal of Desj2n ReviewCommittee Members. The Association shall establish a Design Review Committee to perform thefunctions set, forth in this Declaration with respect to architectural control and other controlscontained in the Architectural Design Guidelines. The Design Review Committee shall be organizedas follows:

A. Committee Composition. The Design Review Commiftee shall consist of three(3) members and two (2) alternate members. No Committee member shall be required to be anarchitect otto meet any other particular qualifications for membership. A member need not be, butmay be, a member of the Board or an officer of the Association. In the event one (l)or two (2) ofthe regular members are absent or disabled, the remaining Design Review Committee member ormembers, even though less than a quonirn, may designate either or both of the alternate membersto act as substitutes and such alternates shall then assume the full authority of regular members forthat meeting. The committee may employ a consulting achitect who shall serve as a non-votingmember of the committee. Members of the Design Review Committee shall- serve withoutcompensation, but the consulting architect shall receiv compensation.

B. Initial Members. The initial members and alternates of the Design ReviewCommittee shall be appointed by the Declarant.

C. Terms of Office. The term of office for each Design Review Committeemember shall be two (2) years or until the appointment of a successor, Any new member appointedto replace a member who has resigned or been removed shall serve such members unexpired term.Any member who has resigned, been removed or whose term has expired may be reappointedif such

member accepts reappointment.

D. Appointment and Removal, The right to appoint and remove members of theDesign Review Committee at any time so long as Declarant owns a single Lot shall be and is herebyvested solely in the Declarant or its nominee.

Notwithstanding the foregoing, Declarant may at any time relinquish the right toappoint and remove members of the Design Review Committee by so notifying the Association in

writing. Upon such early relinquishment by Declarant of its right to appoint the members of the

Design Review Committee, the Board shall then have the power to appoint and remove DesignReview Committee members; providcd, however, that no member may be removed from the DesignReview Committee by the Board except by a majority vote of all members of the BoardAppointments or removals of members of the Design Review Committee, as setforth herein, shall

be evidenced on the books and records of the Association.

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E. Resignations. Any memberofthe Design Review Committee may at any timeresign from said Committee by giving written notice to Declarant or to the Board, whichever thenhas the right to appoint Design Review Committee members.

F. Dutis. It shall be the right and duty of the Design Review Committee (andnot the Board) to consider and act upon any and all proposals or plans submitted to it pursuant to theterms hereof and of the Architectural Design Guidelines, to adopt the Architectural DesignGuidelines, to perform other duties delegated to it by the Board and to carry out all other dutiesimposed upon it by this Declaration. Without in any way limiting the generality of the foregoingprovisions of this Section, the Design Review Committee •or any member thereof may, but is notrequired to, consult with or hear the view of the Association or any Owner with respect to any plans,drawings, specifications or other proposals submitted to the Design Review Committee.

0. Meetings. The Design Review Committee shall meet frbm time to time asnecessary to perform its duties hereunder. The vote of the majority of the members at a meeting ofthe Design Review Committee shall constitute the act of the Design Review Committee.

Section 8. Design Review Committee Rules. The Design Review Committee maypropose, amend and repeal Design Guideline setting forth the standards and procedures for designreview and the guidelines for architectural desi9n, landscaping, color schemes, exterior finishes andmaterials and similar features which are recommended or re!quired for use within the Property. TheArchitecwral Design Guidelines may not conflict with the provisions hereof The Axchitect-iralDesign Guidelines shall at all times be a part of the Association's records, are hereby incorporatedherein, and shall be deemed to be a part of this Declaration and shall be binding on all Owners,Members or other persons as if expressly set forth herein. I: is the responsibility of each owner orother person to obtain a copy of the most recently revised compilation of the Architectural DesignGuidelines.

The Architectural Design Guidelines may, without limitation, establish minimum squarefootage requirements for Residences; requirements for the establishment of parking spaces forresidents and guests, as well as driveway construction standards; the posting of bonds to assurecompliance with the regulations established; the fencing or otherprotection oflandscaping; standardsfor roofs, chimneys, window coverings visible from the exterior, and lighting equipment; theimposition of fines, builder and contractorregulations and giidelines; height regulations; excavation,grading and clearing limitations; and other requirements or standards designed to protect andenhance the Property.

The Design Review Committee shall establish and further define the content of a full andcomplete design submittal for Improvements, and other matters within thejurisdiction and purviewof the Design Review Committee. In cases involving Emprovements or structures deemed by theDesign Review Committee to be of a minor nature, a design submittal may consist of less than fullplans and specifications.

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Section 9. No Waiver. The approval by the Design Review Committee of any plansdrawngs or specifications for any work done or proposed, or of any other matter requiring theapproval of the Design Review Committee under this Declaration, shall riot be deemed to constitutea waiver of any right to withhold approval of any similar plan, drawing, specification or mattersubsequently submitted for approval.

Section 10. Liability. Neither the Design Review Cornruittee, the Board, nor Declarant,nor any member thereof shall be liable to the Association, any Owner or any other party, for anydamage, loss or prejudice suffered or claimed on account of(a) the approval or disapproval of anyplans, drawings or specifications, whether or not defective; (b) the construction or performance ofany work, whether or not pursuant to approved plans, drawings and specifications; (c) thedevelopment or non-development of any portion of the Property; or (d) the execution and filing ofany estoppel certificate in relation to assessments or anyother matter, whether or not the facts thereinare correct; provided, however, that with respect to the liability of a Member, such Member has actedin good faith on the basis of such information as may be possessed by him.

To the fullest extent permitted by law, neither Declarant, the Board, the Design ReviewCommittee or any other committees of the Association or any member thereof, nor any directors orofficers of the Association Cr of Declarant, shall be liable to any Member, Owner, Occupant, theAssociation or any other Person for any damage, loss or prejudice suffered or claimed on accountof any decision, approval or disapproval of drawings or specifications (whether or not defective),course of action, act, inaction, omission, error, negligence or the ILke made in good faith,and whichDeclarant, the Board, the Design Review Com.mittee, or such other committees or personsreasonably believed to be within the scope of their respective duties.

Section 11. Time for Approval, Subject to the other provisions contained herein, in theevent the Design Review Committee fails within thirty (30) calendar days to approve or disapproveany design submitted to it pursuant to a complete application, the Committees approval will bedeemed to have been given. Notwithstanding the foregoing, in the event the Design ReviewCommittee shall notif3' the requesting Owner within such time period that it is necessary to obtainindependent advice from a licensed architect, professional designer, or other construction orengineering consultant, then the time period for approval or disapproval of said plans and

specifications or other coinpiete submittal in accordance with the Architectural DesignGuidelines

shall be extended to the date that is thirty (30) calendar days after the date that such advice isobtained by the Owner following such design submittal. In the event of denial of plans submitted tothe Design Review Committee, an Ownermay resubmit such plans for consideration, including suchchanges as may be appropriate. In the event the Design Review Committee fails within thirty (30)calendar days to approve or disapprove a complete resubmittal of an application, the Committeesapproval will be deemed to have been given.

Section 12. Processing Fee. With respect to any requests made to the Design ReviewCommittee to review any plans, drawings or specifications for any work done or proposed, the

Design Review Committee may, consistent with the Architectural Design Guidelines, establish

processing fees for such requests or actions. The payment of such fees shall be acondition precedent

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to any Design Review Committee action on such request or other item, and the nonpayment of suchfee shall be deemed to toll the time for approval of such items set forth in this Article.

Section 13. Inderimification. To the fullest extent permitted by law, every director andofficer of the Association, every member of the Design Review Committee, and Declarant and itsmembers, agents, employees, and representatives (to the extent a claim may be brought by reasonof any matter having to do with the Board or the Design Review Committee) shall be indemnifiedby the Association, and every other person serving as an empoyee or direct agent of the Association,or on behalf of the Association as a member ofa committee or otherwise, may, in the discretion ofthe Board, be indemnified by the Association, against all expenses arid liabilities, including withoutlimitation attorneys' fees, reasonably incurred by or imposed upon him in connection with anyproceeding to which he maybe a party, or in which he may become involved, by reason of his or herbeing or having served in such capacity on behalf of the Association (or in the case of Declarant byreason of having appointed, removed or controlled or failed w control members of the Board or theDesign Review Committee), or any settlement thereof, whether or not he is a director, officer ormemberof the Design Review Committee orser-ving in such otherspecified capacityatthe time suchexpenses are incurred, provided that the Board shall determine, in good faith, that such officer,director, member of the Design Review Committee or other person, or Declarant, did not act, failto act or refuse to act with gross negligence or fraudulent or criminal intent in the performance ofhis or her duties. The foregoing rights of indemnification shall be in addition to and not exclusiveof all other rights to which such persons may be entitled at law or otherwise.

ARTICLE VMAThTENANCE OF COMMON AREAS

Section 1. Common Area Maintenanoe The Association or its duty delegatedrepresentative shall be responsible for the protection, improvement, alteration, maintenance, repair,replacement, administration, management and operation of the Common Areas and all landscapedareas established for the common benefit of the Owners of the Property. The Association shall, tothe extent applicable, be responsible for:

A. The maintenance of the common streets, roads, and paths and areas locatedwithin Common Areas, entry way features and landscaping within or near the Property, includingwalls, any gatehouse and related improvements, and including any facilities, landscaping or riparianareas within rights-of way, including license or permit areas, for which the Association may beresponsible;

B. The maintenance of the landscaped portions of the Common Areas and otherareas to be maintained by the Association;

C. The operation, maintenance (including insurance) and, if necessary, thereplacement, restoration or reconstnrction of street signs, walls, fences, and other improvementsoriginally constmcted by Declarant on the Common Areas;

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D. The payment of ad valorem real estate taxes, assessments and other chargeson those portions of the Common Areas owned by the Association;

E. The insurance of all improvements which the Association is obligated tomaintain against damage by casualty with such companies and with such limits as the Association

deems appropriate;

/ F. The hiring, firing, supervision and paying of employees and independentcontractors, ihcluding, but not limited to, workmen, landscapers, attorneys, accountants, architects

and contractors to carry out the obligations set forth herein;

0. The maintenance of such liability insurance as the Association deemsnecessary to protect the Members arid the Boardof Directors of the Association from liability forconditions existing and events occurring on or about the Common Areas, including, but not limitedto, errors and omissions insurance for the Board of Directors of the Association;

H. The maintenance of worker's compensation insurance for the employees, ifany, of the Association; -

I. The purchase of all goods, supplies, labor and services reasonably necessaryfor the performance of the obligations set forth herein;

J. The enforcement, in its sole discretioz of the provisions of this Declaration,including, but not limited to, the use restrictions provided for herein;

K. The establishment and maintenance of such cash reserves as the Associationin its sole discretion deems reasonablynecessaryfor the maintenance and repair of the improvementsfor which it is responsible and for uuforeseen contingencies;

L. The provision of payment for all utility services for Common Area facilities;

M. Entering into of such agreements and the taking of such actions as arereasonably necessary and convenient for the accomplishment of the obligations set forthabove andthe operation and maintenance of the Common Areas and facilities located thereon;

N. The maintenance upon any Common Area of such signs and markers as theBoard may deem appropriate for the proper identification, use and regulation thereof, subject tothe

approval of the Design Review Committee;

0. The maintenance, repair, replacement and upkeep of any utilities, sewer,private booster pumps or tanks, and facilities relating thereto; and

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P. Such other and further acts which the Board deems necessary to maintain andpresrve the Common Areas, and the beauty thereof, in accordance with the general purposesspecified in this Declaration.

The Board shall be the sole judges to the appropriate maintenance of all CommonAreas, and each Owner shall be responsible for the maintenance of each Lot in a clean and safecondition, and free of rubbish and debris, In the event that the need for maintenance or repair iscaused through the willful or negligent act of an Owner, his or her family, guests, licensees, lesseesor invitees, the cost of suci maintenance or repair shall be paid by such Owner, upon demand, inwriting to the Association, and the Association may enforce collection of such amounts as providedhereinbelow for the collection of Ijdividual Assessments.

Section 2. Real Property Taxes. Ad valorem real property taxes, assessments and othergovernmental charges which are attributable to the Common Areas shall be the responsibility of theAssociation and shall be deemed a Common Expense.

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Section 3. Controlled Access. The Association shall maintain any controlled accessgates along certain of the private roads within the Property, such gates may or may not be mannedwith personnel, cameras or other such equipment or facilities. Such gates may be key card, code, orother suitable type, but neither the Declarant, the Association, nor any committee of the Association,nor thy-officer, employee, agent or representative of same shall be liable for any loss, damage, injuryor death caused or allegedly caused as a result of a breach of privacy, or as a result of any criminalor wrongful act, it being .understood that neither the Declarant nor the Association, nor any otherperson or entity can be responsible to avert such injury or loss. Each Owner, and all guests, invitees,tenants and other occupants of the Property acknowledge and assume the risk of injury or loss, andrecoize that controlled access facilities such as limited access roads and gated entries are merelydeterrents and not absolute measures that prevent loss or injury. -

ARTICLE VIOTHER MAiNTENANCE

Section 1. Maintenance by Ovmers. Each Owner shall be responsible for the upkeep andmaintenance of the Owners Lot and Residence. -

All fixtures and equipment within a Lot, commencing at a point where the utility lines, pipes,wires, conduits, or systems enter the Lot, shall be maintained and kept in repair by the Ownerthereof. The Owner shall also have the responsibility to maintain and repair any appliances, such asair conditioning units, located on the exterior of his or her Residence and shall also be responsiblefor any modifications to the exterior stmcture of such Residence. Termite and insect control shallbe the responsibility of the Owner, An Owner shall not permit any actor work to be performed thatwill impair the st-uctural soundness or integrity of the Residence or impair any easement orhereditament, nor do any act, nor allow any condition to exist which will adversely affect the otherLots or their owners.

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Section 2. Maintenance by Association. The Association shall have the right, but notthe obligation, to assume maintenance responsibilities within the Project, in addition to themaintenance responsibilities described elsewhere in this Declaration as the Board may from time totime determine to be in the best interest of the Association and the Owners. The Board shall use areasonably high standard of care in providing .such maintenance, management and repair so that theProject will reflect a high pride of ownership. The Association may elect todiscontinue maintenance

responsibilities assumed pursuant to this paragraph.

Sectièn 3. Rj2ht of Association to Enter Upon Residences. In the event that any Ownershall fail to maintain and repair his or her Residence or Lot as required by this Declaration, theAssociation, following fifteen (15) days' written notice to the Owner (except in emergency situationswhere such notice is not practical), in addition to all other remedies available to it hereunder or bylaw or in equity, and without waiving any of its said alternative remedies, shall have the right,through its agents and employees, to enter upon said Residence or Lot at any reasonable time andin any reasonable manner, and to repair, maintain, and restore same Each Owner, by acceptance ofa deed for his or her Lot, hereby covenants and agrees to repay to the Association the cost thereof

upon written demand, and the Association mayenforce collection of such amounts as provided inthis Declaration for the collection of Individual Assessments.

Section 4? Landscaping and Maintenance of Lots and Natural Areas. Each Owner shallbe solely responsible for the maintenance and landscaping of all portions of his or her Lot. All Lotsshall be maintained in a neat and natural manner, with preference given to the maintenance of allnatural vegetation. Each Owner shall be solely responsible for all drainage patterns associated witheach Lot, and each Owner shall maintain his or her Lot in a manner that will avoid harm or injuryto adjacent Lots and Common Areas, including injury or damage due to erosion.Should an Ownerfail to so maintain his or her Lot, the Association shall have an easement to enter upon the Lot forsuch purposes and may levy an Individual Assessment for the costs thereof

Notwithstanding the above, each Owner shall maintain all portions of his or her Lotdesignated or defined herein as Natural Area in a completely undisturbed state, free of structures,improvements, or other disturbance. Each Owner may, however, with the written approval of theDesi Review Committee, remove or remedy any condition on the Natural Area that,in the Boardsdiscretion, constitutes a nuisance or eyesore, and the Board may require an Owner to do so.

The Association is released in total from any claims, demands or liabilities which may beasserted relating in any way to such landscaping or maintenance thereof, including any claims forpersonal injuq or property damage or for toss of such landscaping vegetation.

- ARTICLE VIICOVENANT FOR ASSESSMENTS

Section 1. Authority to Levy and Pwvose for Assessments. Except as otherwiseprovided herein, the Board shall levy assessments against each Lot to collect the funds necessary to

cover the costs and expenses incurred by the Association together with adequate reserve funds

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determined by the Board, in its sole and absolute discretion, to be appropriate. The assessmentslevied by the Associationshall be used for the purpose of promoting the health, safety and welfareof the Owners within the Project, enhancing the quality of life within the Project and enhancing andprotecting the value, desirability and attractiveness of the Project, including maintenance of allCommon Areas, Lots and riparian areas (as provided herein), and including services and facilities,insurance, taxes on the Common Areas or the Association's property, expenses of operation andmanagement, and the discharge of the Association!s duties under this Declaration and otheragreements to which the Association is a par.

Section 2. Creation of the Lien and Personal Obligation for Assessments. Each Ownerof a Lot within the Project (other than Declarant), by acceptance of a deed or other conveyance,whether or not it shall be so expressed in any such deed or other conveyance, is deemed to covenantand agree to pay to the Association: Regular Assessments, Special Assessments and IndividualAssessments (collectively, 'Assessments"), such assessments to be fixed, established and coilectedfrom time to time as hereinafter provided. All assessments, together with interest thereon and costsof collection thereof, as hereinafter provided, shall, to the extent allowed bylaw, be a charge on theland and shall be a continuing lien (the 'Assessment Lien!) upon the Lot against which each suchassessment is made. Each such Assessment, together w-ith such interest, costs and reasonableattorneys! fees incurred in the collection thereof, shall also be the personal obligation of the Ownerof such Lot at the time when the assessment fell due The personal obligation and liability of theOwner shall not be deemed to limit or discharge the charge against the land and the continuing lienupon the Lot against which such assessment is rnade No Owner o a Lot may exempt himself fromliabili for the assessments by waiver of the use or enjoment of the Common Areas or by theabandonment of his or her Lot.

Section 3. Re2ular Assessments. The amotnt anJ time of payment of RegularAssessments shall be determined by the Board after giving due consideration to the currentmaintenance costs and future needs of the Association. Net later than thirty (30)days prior to thebeginning of each fiscal year, or as soon thereafter as the Board may determine, the Board shallprepare a budget containing an estimate of the total Common Expenses to be incuned for theforthcoming fiscal year and set the amount of the Regular Assessment for each Lot. The amount ofthe Regular Assessments and reserves, if any, shall be in the sole discretion of the Board. Writtennotice of the Regular Assessments shall be sent to every Owner. Each Owiier shall thereafter pay tothe Association his or her Regular Assessment in such manner arid such times or installments as isestablished by the Board. Lu the event the Board determines that the estimate of total charges for thecurrent year is, or will become, inadequate to meet all Coimnon Expenses for any reason, it shallirurnediately determine the approximate amount of such inadequacy, issue a supplemental estimateof the total Common Expenses and the revised Regular Assessments, and give written notice thereofto every Owner. The Board shall not increase the Regular Assessment in any year beyond themaximum allowed by 'aw. If the Board determines that the amount collected or to be collectedthrough Regular Assessments is in excess of the Assoclation!s needs for the cunent year and reservesappropriate for Fature needs, the Board, in its sole discretion, may refund to the Owners who paidsuch Assessments all or a portion of such excess, reduce the amount of the Regular Assessments orabate collection of Regular Assessments as it deems appropriate. in no event shall a reduction in the

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amount of or abatement in the collection of Regular Assessments pursuant to this Section result ina quality of services diminished from those upon which the Common Expene budget was based.

Section 4. Special Assessments. The Board shall have the right and power to levy aSpecial Assessment for the purpose of defraying in whole or in part the cost of the construction ofadditional common facilities and other capital improvements, the alteration, reconstruction,demolition or removal of existing common facilities and capital improvements, or for the purposeof defraying jany other extraordinary expenses. Following the Tw-nover Date, any such SpecialAssessment,the amount of which is equal to or eater than the amount of thirty percent (30%) ofthe total amount of the then current annual Regular Assessments for the Project shall requireratification and approval by the affirmative vote of at least seventy-five percent (75%) of theMembers present at a duly called meeting ofthe Association, at which a quomrn is present (in personor by proxy). The provisions of this Section are not intended to preclude or limit the assessment,collection or use of Regular Assessments for such purposes.

Section 5. Individual Assessments. Ifthe need for maintenance orrepairof any CommonArea or other area of Association responsibility is caused through the willful or negligent act of anyOwner, or his or her family, guests, invitees, agents, contractors, employees, licensees or lessees, orby any other person or resident using the Common Areas with the permission of the Owner, or isdaused by special conditions of a Lot ovmed by a particular Owner, the cost of such maintenance orrepairs shall be paid b' the respective Owner upon written demand and shall constitute an IndividualAssessment against such Owner and against each Lot oed b' such Owner and shall be securedby an Assessment Lien against each Lot owned by the Owner If any portion of any Lot is maintainedso as to present a public or private nuisance or to substantially detract from the appearance or qualityof the surrounding Lots, Common Areas, or other areas of the Property, or if any portion ofaLot isbeing used in a manner which violates this Declaration, or if the Owner of any Lot fails to performany of its obligations under this Declaration or to abide by any ofthe provisions of this Declaration,the Board may, by resolution, make a finding to such effect. The resolution of the Board shall speciFythe particular condition or conditions which exist and shall fix a reasonable period of time which theOwner shall have to correct such condition or conditions (which period shall be no less than three(3) days and no more than fourteen (14) days after the Owner receives written notice of theBoardsaction). Written notice shall be given to the Owner of the subject Lot that unless corrective actionis taken within the time period fixed by the Board, the Board may cause such action to be taken atthe Owiiefs cost or the Board may commence appropriate legal action, whether at law or in equity,to compel compliance with this Declaration. If, at the expiration of such period, the requisitecorrective action has not been taken, the Board shall hive the right to cause corrective action to betaken and/or to commence appropriate corrective legal action and all costs thereof, including courtcosts and attorneys' fees, shall bear interest from the date incurred until paid at the Default Rate andshall be an Individual Assessment against the offending Owner and against each Lot owned by theOwner and shall be secured by an Assessment Lien against each Lot of the Owner.

In addition to the foregoing, in the event the Association undertakes to provide materials orservices which benefit the individual Residence or Lot, and which can be accepted or not by theindividual Owner(s) thereof, such Owners, in accepting such materials or services, shall be deemed

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to have agreed that statements therefor from the Association shall be an Individual Assessment, shallbe due upon presentation, and if not paid, shall bear interest at the Default Rate.

Section 6. Certificate of Payment. The Association shall, upon written demand,immediately furnish to any Member a certificate in writing, signed by an officer or authorized agentof the Association, stating whether the Assessments on such Ovmers Lot have beenpaid, the amountof delinquency, if any, and the nature of violations of the Declaration that are known to exist. Suchcertificates shall be conclusive evidence of payment of the Assessment therein stated to have beenpaid.

Section 7. Date of Commencement of Reular Assessments. Except as otherwiseprovided herein, each Lot shall become subject to the assessment provisions of this Article as of thefirst day of the calendar month following the conveyance of the Lot by Declarant to anotherpurchaser, and until the first thu fiscal year of the Association following the sale of the first Lot byDeclarant, the Association may prepare an interim budget and estimate and levy the necessaj-vAssessment required for the remainder of year in question.

Section 8. No Offsets. Assessments shall be payable in the amount specified by thewritten notice of Assessment, and no offsets against such amount shall be permitted for any reasonsincluding, without limitation, a claim that the Association is not properly exercising its duties andresponsibilities under this Declaration.

Section 9. Delinquency. Any Assessment pro' ided for in this Declaration which is notpaid within thirty (30) days of when due shall be late or celinquent. A late charge, the teater offifteen dollars or ten percent of the amount of the delinquent assessment may be assessed, or suchlesser amount as the Board shall from time to time determine as a late charge may be assessed, andthe Assessment shall also bear interest from the date of delinquency at the Default Rate. TheAssociation may, at ts option, bring an action at law against the Owner personally obligated to paythe same andlor foreclose the Assessment Lien against the Lot in accordance with the thenprevailinglaw of the State of Arizona relating to the foreclosure of liens upon real property. There shall beadded to the amount of such Assessment any late charges, interest recording fees, expenses and costsincurred in filing an Assessment Lien and in collecting the amounts due and the reasonable attorneysfees incurred in connection with such collection efforts, regardless of whether or not a legal suit iscommenced, all to the extent allowed by law. Each Member vests in the Association or its agents theright and power to bring all actions at law or in equity or lien foreclosure remedies against suchMember for the collection of such delinquent Assessments. The lien provided for in this section shallbe in favor of the Association. Any action to foreclose the lien of any Assessment may becommenced and prosecuted in the same fashion as for the foreclosure of a mortgage pursuant toArizona law. At any forecEosure sale of a Lot, the Association shall have the power to bid on suchLot at such foreclosure sale, using Association funds or funds borrowed for that purpose, and toacquire and hold, lease, mortgage and convey the same.

Section 10. Recorded Assessment Liens. With respect tuany delinquent Assessment, theAssociation is legally authorized and the Owners hereby are deemed to have canted the right and

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irrevocably given consent for the Association to record a Notice of Assessment Lien in the Officeof the Pima County Recorder, appropriately describing the Lot and the amount of the delinquentAssessments and other charges, to impose a lien of record against the Lot for the amounts specifiedtherein. A copy of the Notice of Assessment Lien may, at the sole election of the Board, be postedon the affected Lot. Upon paent of all amounts due, including interest, late fees, fines, andattorneys fees, the Association shall record an appropriate satisfaction and release of the AssessmentLien. Each Owner, other than Declarant, by acceptance of a deed to any Lot, agrees that theAssociation aid its employees, officers, agents, directors and ak affiliates shall be absolutelyimmune fron any and all liability relating in any way to the recording of a Notice of Assessment.

Section 11. Cumulative Remedies. The Assessment Lien and the rights to foreclosurethereunder shall be in addition to and not in substitution for all other rights and remedies which theAssociation and its assiis may have hereunder and at law or in equity, including a suit to recovera money judgment for unpaid Assessments.

Section 12. Exempt Property. The Common Areas and all property dedicated for utilityservices shall be exempt from the Assessments created herein; provided, however, in the event anychange in ownership of any such property results in all or any part thereof becoming assessable inany year, such property shall be subject to Assessment (prorated asof the date it becomes assessable)and shall be subject to all of the provisions herein relating to Assessment&

Section 13. Declarant's Exemption. AnyThing in this Declaration to the contrarynotwithstanding, the Declarant shall not be liable for and shall not he required to pay Assessmentsupon Lots owned by Declarant. Nor shall Declarant be liable for the payment of any Assessmentsfor any Lot that, having been previously sold to a purchaser, has been deeded back to the Declarantby foreclosure or deed in lieu of foreclosure.

Section 14. Unifonn Rate of Assessment: Exceptions. Except for Lots owned byDeclarant, Regular and Special Assessments shall be fixed at a uniform rate for each Lct,

It is understood that at no time, either before or after the Turnover Date, shall aiiy Lots ownedby Declarant be subject to Regular Assessments, Special Assessments, or Individual Assessments.Lots owned by Declarant are exempt from all Assessments of any nature.

un consideration for Declarant's exemption from Assessment, Declarant agrees that it shallpay, for any given assessment year in which Declarant has paid orcontributed to the Association lessthan the full Regular Assessment for each Lot owned, the actual shortfall or deficiency, if any, innecessary ordinary operating revenue to pay current ordinary expenses for the operation andmaintenance of the Association and Common Areas, but only up to the full Regular Assessment foreach such Lot owned. A shortfall or deficiency shall exist if current ordinary expenses of theAssociation are eater than the revenues of the Association from all sources for the assessment yearin question; provided, however, that Declarant shall not be liable for any shortfall or deficiencycreated by any decrease in the amount of the Regular Assessments -from those charged during anyprior year. Declarant may at any tine at its sole discretion elect to cease paythg the shortfall or

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deficiency, if any, and to pay up to the full Regular Assessment for each Lot owned by Declarantinstead.

Should Declarant assign its rights to the exemption from Assessments as provided herein,whether such assignment be in whole or Lii part, then the assignee shall, in the case of any deficiencyas described above (and meeting the conditions set forth above), be liable for its ratable share ofsame, up to the full amount of the Regular Assessment for each Lot owned, and not more. Inaddition, such assiee's exemption, if any, shall expire with respect to any Lot improved with acompleted Residence

Section 15. Subordination of Assessment Lien to First Mortgage or Deed ofTrust; Priorityof Assessment Lien. Any Assessment Lien of any nature shall be subordinate to any first mortgageor deed of trust on the affected Lot. The Assessment Lien shall also be subordinate to liens for taxesand other public charges which by applicable law are expressly made superior. Except as aboveprovided or by law, the priority of any Assessment Lien for a delinquent Assessment relates backto the date of recordation of this Declaration and each Assessment Lien shall be superior to any andall charges, liens or encumbrances which hereafter in any manner may arise or be imposed on anyLot. Sale or transfer of any Lot shall not affect the Assessment Lien unless the sale or transfer ispursuant to foreclosure of a first mortgage or first deed of trust or pursuant to any trustee's sale orany proceeding in lieu thereof In that case, the purchaser at the mortgage foreclosure or deed of trustsale or any antee taking by deed in lieu of foreclosure shall take the Lot and Improvements freeof the Assessment Lien for all Assessments that have accrued up to the date of issuance ofa sheriffsor trustee's deed or deed in lieu of foreclosure. Such purchaser or grantee, however, shall be liablefor all Assessments and associated Assessment Liens accruing subsequent to the date of issuance ofa sheriffs or trustees deed or deed in lieu of foreclosure.

ARTICLE VIIICONDBv2'4ATION

Section 1. Takinc Defined. The term taking" as used in this Article shall meancondemnation by eminent domain or sale wider threat of condemnation.

Section 2. Taking of Common Areas. In the event of a threatened taking of all or anyportion of the Common Areas, the Members hereby appoint the Board of Directors and such personsas the Board may detegate to represent all of the Members in.connection with the taking. The Boardshall act in its sole discretion with respect to any awards being made in connection with the takingand shall be entitled to make a voluntary sale to the condemnor in lieu of engaging in acondemnation action. Any awards received on account of the taking shall be paid to the Association.In the event of a total taking, the Board may elect either to retain any award in the general funds ofthe Association for use in meeting the Common Expenses or to refund to the owners of all of theLots proportionately, including Declarant, all or a portion of such award.

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ARTICLE LXThSURANCE

Section 1. Insurance obtained by Association The Association shall, so long as suchcoverages are reasonably availab'e, obtain a broad form public liability policy (of at least OneMillion ($1,000,000) Dollars combined limits) and full replacement cost fire and extendedcoverageinsurance (in amounts to be determinedby the Board) covering all Common Areas and facilities andall damage oriinjury caused by the act or omission ofthe Association or any of its officers, directors,committee nembers or agents. Premiums for all such insurance shall be Common Expenses. Lqaddition, the Board may obtain such other types of insurance as may be required or as the Boardmaydeem appropriate to protect the Association, its property or the Owners, including, withoutlimitation, workers compensation insurance and directors' and officers' liability insurance for thedirectors, officers and committee members of the Association and for such other AssociationMembers or employees as the Board may deem aopropriate, with due consideration to allAssociation responsibilities.

Section 2. Restoration. In the event of damage or desmiction by fire or other casualtyto the Common Areas or any property located thereon, the Association shall, upon receipt of theinsurance proceeds, contract with a licensed contractor to rebuild or repair such damaged ordestroyed property. All such insurance proceeds shalr be deposited in the accounts of a bank or otherfinancial institution which are insured by a federal government agency.

In the event the insurance proceeds together with uncommitted capital reserves of theAssociation, are insufficient to pay all the costs of repairing andlor rebuilding such property, butequal at least seventy-five percent of the cost thereof, the Association shall levy a SpecialAssessment against all Owners to reconstruct and restore the same

In the event the insurance proceeds, together with uncommitted capital reserves of theAssociation, equal less than seventy-five percent of the cost of reconstruction, restoration and repairof the Common Areas, the Association shall levy a Special Assessment against all Owners toreconstruct and repair same unless the holders of seventy-five percent of the votes of each class ofMembers, at a special meeting called for such purpose, determine not to repair and reconstruct theCommon Areas. Notwithstanding the foregoing, a Special Assessment shall be levied if the CommonAreas are necessary for iness or egress, or for the safety of the Property, and in all other cases anyunrestored Common Areas shall be restored to a safe and clean condition. -

Section 3. Insurance for Residences and Lots. All Owners shall at their own expenseobtain insurance for their Residences and Lots, insuring against fire, accident and casuthy, whichinsurance shall be in an amount sufficient to cover the flaIl replacement cost of any repair orreconstruction work in the event of any such loss or losses.

In the event of damage or destruction by fire or other casualty to any Residence, Lot or otherproperty covered by insurance written in the name of an individual Owner, said Owner shall, uponreceipt of the insurance proceeds, contact to repair or rebuild such damaged or destroyed portions

25

of the Residence or Lot in a good workmanlike manner in conformance with the onginal plans andspecifications of said Residence and Lot (except for changes thereto approved by the Design ReviewCommittee or required by then current building codes). in the event such Owiier refusesor fails toso repair and rebuild any and all such damage to the Residence or Lot within thirty (30)days or suchlonger time as may be permiqed by the Association, the Association, by and through its Board, may,and is hereby irrevocably authorized by such Owner to, repair and rebuildany such Residence or Lotin a good and workmanlike manner in conformance with the original plans and specifications fortheResidence ard Lot. The Oer shall then, within ten (10) days foilowing the Oiier's receipt of awritten statehent of the costs incurred from the Association, repay the Association the amountactually expended for such repairs. Said amounts shall bear interest at the Default Rate from the datedue until paid. If such amounts are not repaid as provided for herein, said amounts shallconstitutean Individual Assessment against said Owner's Lot and shall consdtute an Assessment Lien untilfully paicL

Notwithstanding any otherprovision ofthis Declaration, property damage insurance coverageon individual Lots, residences, and improvements thereon, shall be the sole responsibility of eachOwner. Each Owner shall be personally liable to repair, rebuild and restore the improvementson theLot, or in the alternative remove such damaged improvements and restore the Lot to its natural state,and shall expend his or herpersonal funds ifnecessary to accomplish same, and the Association shallhave a lien upon the Lot for any funds expended by the Association pursuant to this section.

Section 4 Fideh Bonds. The Association shall obtain fideli coverage, to the e<tentthe same is reasonably available, against dishonest acts on the part of directors, officers,managers,trustees, agents, employees or volunteers responsible for handling funds belonging to or administeredby the Association. The fidelity bond or insurance shall name the Association as the insured andshall be written to provide protection which is in no event less than the greater of(i) one and one-halftimes the Association's estimated annual operating expenss and reserves, or (ii) the sum of threemonths' assessments on all Lots then within the Project plus the reserve funds held by theAssociation. In connection with such coverage, an appropriate endorsement to the policy to coveranyperson who serves without compensation shall be added if the policy should not otherwise covervolunteers.

Section 5. Policy Reuuirements. The insurance policies purchased by the Associationwith respect to Common Areas shall, to the extent reasonably possible, contain the foflowingprovisions:

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- A. The coverage afforded by such policies shall not be brought into contributionor proration with any insurance which may be purchased by Owners or first mortgagees;

B. The conduct of any one or more Owners shall not constitute pounds foravoiding liability on any such poLicies;

C. There shall be no subrogation with respect to the Association, its agents oremployees, Owners and members of their household and their employees, and each mortgagee of all

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or anj part of the Property of any Residence or Lot, or the poticy(ies) should name said persons asadditional insureds and each policy must contain a waiver of any defenses based on coinsurance oron invalidity arising from the acts of the insured;

a A severability of interest' endorsement shall be obtained which shallpreclude the insurer from denying a claim because of negligent acts of the Association or other

Owners;

F. For policies of hazard insurance, a standard mortgagee clause shall providethat the insurance camer shall notify the first mortgagee named at least thirty (30) days in advance

of the effective date of any reduction in or cancellation of the policy;

F. Aiy no other insuxznce" clause shall exclude insurance purchased by Owners

or first rnortgagees;

0. Coverage must not be ptejudiced by (i any actor neglect Owners when suchact or neglect is not within the control of the Association or (ii) any failure of the Association

regarding any portion of the Property over which the Association has no control; and

I-I. Coverage may not be c2nceled or subsuntiatly tiwdifred without at luat thirty(30) days' prior written notice to any and all insureds including first rnortgagees and their successors

and assigns.

ARTICLE XUSE RESTRICTIONS

Section 1. Lot Resthctions in enera1. Each separate Lot shall be limited in use to onesingle family Residence, the height and size of which shall conform to the Architectural DesignGuidelines incorporated herein by reference as from time to time amended by the Design Review

Committee. Guest houses and customary accessory structures shall be permnittedsubjectto the review

and approval of the Architectural Design Review Committee in accordancewith the Architectural

Desii Guidelines. Without limitatipu, mobile homes, prefabricated and manufactured housing shall

be strictly prohibited within the Property.

Alibuildings or sfructures erected upon each Lot shall be ci' new co[jstruction and nobuildings or structures shall be moved from other locations onto a Lot. Roof mounted air-conditioning equipment, utilities, and other roof mounted equipment, except as otherwise provided

herein, shall be prohibited.

All landscaping within a Building Envelope shall be completed within such time as may be

established by the Architectural Design Guidelines.

Section 2. Temporary and Other Structures. •No structures of a temporary character,

trailer, tent, shack, barn or other similar outbuilding shall be constructed,erected, placed or used on

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any portion of the Properties at any time for any purpose whatsoever, either temporarily orpermanently. Notwithstanding the foregoing, the Architectural Design Guidelines may set forthregulations and standards relating to the maintenance of temporary facilities and other improvementsnecessary in the course of constriction, such as construction toilets. temporary dumpsters, and like

items.-

Section j. Declarants Use ofLots and Common Areas. Notwithstanding any provisionsherein contathed to the contrary, it shall be expressly permissible for the Declarant to maintain,during the priod of sale or promotion of Lots, upon such portion of the Property as the Declaran

or its duly authorized agents, successors, orassis mayauthorize, including,without limitation, anyportion of the Common Areas, or Lots owned by Declarant, one or more temporary offices.convenient or incidental to the constriction and sale of the Lots, sales and administrative offices.parking areas and related improvements. Any such temporary offices mayconsist of a mobile home,

trailer or similar vehicle/stricture and any associated improvements necessary for operation of thetemporary offices.

The Declarant may designate certain Lots owned by it as sales or administrative offices. Suchoffices are presently planned for Lot 46. The Declarant shall have the right to transfer the designationof a sales and administrative office from one Lot to another within the Property, and Declarant ma"designate and use certain Lots as a parking area or parking lot.

Section 4. Animals. No cattle, horses, sheep, goats, pigs, rabbits, poultry or otheranimals shall be bred, raised or kept on the Property This restriction shall not be construed,however, as prohibiting the keeping of a reasonable number of ordinary domestic pets as long assuch pets are kept confined in the single-family residence and Private Area. When domestic pets,which are allowed to be kept on the Property, are taken out of an Cvmer's residence or Private Area,the domestic pet(s) shall be on a leash and the Owner shall be required to pick up immediately anyanimal feces. No animals may be kept for commercial pw-poses, and in no event may any Ownermaintain more than the number of pets than is reasonable or that is permitted by the AssociationRules, and such riles may determine and define what shall constitute a reasonable numberof petsand what shall constitute a domestic pet. Farm animals and animals which nay be considered petsto particular individuals, but which are not commonly and widely considered to be domestic pets,or which are range animals or animals which may create a nuisance are prohibited.

Section 5. Exterior Storage and Trash. Outside storage piles are not allowed on theProperty. Each Lot or Residence shall have a sufficient number of lidded garbage containers in such

size, shape and quantity as may be prescribed by the Board from time to time or as maybe required

by any governmental entity providing rubbish removal services, which containers shall be kept in

a clean and sanitary condition and shall be screened from view atall times. To the extent feasibLe,all rubbish, trash or garbage shall be kept in such containers and shall not be allowed toaccumulate

on the Property. Rubbish, garbage or trash not capable of being kept in said containers shall be keptin other appropriate containers and screened from view of neighboring Lots and streetsuntil the date

of pickup by a trash collection service. No rubbish, trash or garbage shall be burned on the Property.Incinerators of every kind are prohibited. Fees for trash removal shall be the responsibility of the

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individual Owners and not of the Association, although the Association shall have the right to setect

the trash collection service to be used by all Owners and shall have the right to collect such fees in

its discretion.

Section 6. Utilities- Gas, electric, power, telephone, water, sewer, cable television andother utility or service lines (used for the general benefit of the Residence Owners) and other utility

type wires or lines now or hereafter invented or used shall be placed and kept underground up to thewalls of the buildings on the Property (except to the extent, if any, such anderground placement maybe prohibited by law or, by the nature of the service to be rendered, such underground placementprevents the lines from being functional). This restriction shall apply to the service and utility linesfor each and every Residence, Lot and the Common Areas, as well as to the distribution lines located

in the streets or elsewhere within the Property. However, the foregoing shall not prohibit service

pedestals and above ground switch cabinets and transformers, which may be required.

All Lots and the Common Areas shall be subject to all easements shown upon the Flat,

including any sewer, water, electrical, gas or cable television easement and such easements shall

include easements for ingress and egress, and for the repair and maintena ceof such facilities as may

be installed therein. Declarant shall have the right, unilaterally, to dedicate any such easements to

any and all public utility companies by separate instrument if same should-be deemed appropriate.

Section 7. Aerials. Antennas. Etc. No television, radio, or other electronic towers,aerials, antennae, satellite dishes or device of any type for the receçtion or transmission of radio or

television broadcasts or other means of conimunicatioc shall hereafter be erected, constructed, placed

or permitted to remain on any Lot or upon any improvements thereon, except that this prohibitionshall not apply to those antennae specifically covered by 47 CFR Part 1, Subpart 5, Section 1.4000

(or any successor provision) promulgated under the Telecommunications Act of 1996, as amended

from time to time. or in the case of satellite dishes, without approval of the Design Review

Committee.

The Association shall be empowered to adopt rules governing the types of antennae that are

permissible hereunder, and to establish reasonable, non_discriminatory restrictions relating to

location and safety of antennae structures.

To the extent that reception of an acceptable signal would not be impaired, an antenna

permissible pursuant to rules of the Association may onlybe installed in a side or rear yard location,

not visible from the street or (when reasonably feasible) from neighboring property or inteated With

the Residence and surrounding landscaping to prevent or limit such visibility. Antennae shall be

installed in compliance with all applicabie laws and regulations.

SectionS. Sizn. No sign of any nature whatsoever, whether permanent or temporary

shall be permitted on any Lot, except that one temporary construction sign may be erected per Lotduring the development hereof and except for such addressing signsas may be permitted or required

by the provisions of the Architectural Design Guidelines. This restiction shall not prohibit the

temporary placement upon any Lot or Residence of building or other permits as may be required to

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be _nlaced upon such Residence or Lot during the period of construction of any Improvementsthereon by any applicable governmental agency. This paragraph shall not apply to Declarant, nor toany activity of Declarant incidental to the development or improvement of the Property, to anyactivities of Declarant incident to the marketing and sale of Lots, nor shall it apply to the activitiesof the Association taken in the furtherance of its powers and purposes as herein set forth. TheAssociation shall have the right to adopt rules and regulations governing the placement of"For Sale"or 'Open House" sits upon each Lot arid, without limitation, may require that such sins be limitedin size and color as provided for in the Architecturai Design Guicelines, and erected only when ahome is actulIy open for inspection pursuant to a generally adveruzed publication.

Section 9. Private Basketball HOODS and Soon Cowls. Basketball backboards, sportcourts and similar Improvements may be included in the Improvements on any Lot. The locationand other aspects of installations of such Improvements shall be subject to approval by the DesignReview Committee.

Section 10. Rental. No portion of a Residence or Lot may be rented, other than the entireResidence, and then only to a single family. Any Lessees will abide by the Restrictions set forth inthis Declaration and any rules promulgated by the Board.

Any lease or rental agreement entered into between an Owner and a tenant of a Residenceshall require compli&nce by the tenant th all of the provisions contained in this Declaration, whichprovisions shall be for the express benefit of the Association and each Owner. The Association andeach Owner shall have a right of action directly against any tenan[ of an Owner, as well as againstthe Owner, for nonperforrnance of any of the provisions of this Declaration to the same extent thatsuch right of action exists against such Owner.

No Residence may be leased for a term less than thirty Gays, and not less than an entireResidence may be leased and occupied by an tenaju Each Owner shall notify the Association invifiting of the names of any tenants and property management companies occupying or managingeach Residence or Lot,

Section 11 Parking.

A. General Rule. Any and all motor vehicles not prohibited by the provisionshereof shall be stored in a garage, with the garage door closed, so as to conceal the same from viewfrom adjoining property or from the street or public way, except that vehicles (other than recreationalvehicles, commercial vehicles, motor homes, campers, trailers, boats and similar vehicles, asprovided below) may be parked upon the paved driveway surfaces of each Lot, when there isinsufficient room within an enclosed garage. The Improvements to be constructed on each Lot shallinclude a garage of sufficient size to accommodate a minimum of two (2) vehicles. No vehicies maybe parked in the streets or Common Area.

B. Recreational and Commercial Vehicles. Parking and/orstoring of recreationalvehicles, corriinercial vehicles, motor homes, campers, irailers, boats and similar vehicles is

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prohibited on all portions of the Property, except within the confines of an enclosed structure whichhas been first approved by the Design Review Committee, in its sole and absolute discretion, exceptthat such vehicles may be parked on the parking area of an Owners Lot for short periods of timesolely for purposes of loading or unloading.

The foregoing prohibition shall not apply to (I) pickup trucks with no more than a3/4 ton capacity with camper shells attached that are no more than seven feet in height as measuredfrom ground l4vel; (2) mini-motorhomes that are no more than severl feet in height and no more thaneighteen feet' in length; or (3) non-commercial pick-up trucks larger than 3/4 ton capacity with

camper shells attached, that the Design Review Committee finds to be substantially similar in sizeand appearance to smaller vehicles; so long as any such vehicles are used on a regular and recurringbasis for regular transportation and are parked in accordance with the provisions of Subsection A ofthis section.

C. Use of Recreational Vehicle as Living Quarters; Storage of Vehicles UnderRepair. The use or occupancy of a recreational vehicle, motor home, van, camper,trailer, or boat as

living quarters on either a temporary or permanent basis is strictly prohibited on any portionof the

Property. At no time shall there be any outside storage of motor vehicles in stages of construction,reconstruction, modification or rebuilding of pans of motor vehicles such as frames, bodies, enginesor other parts or accessories.

Section 12. Conformity to Building Codes Alt structural and design work shall beaccomplished in accordance with all applicable governmental regulations, ordinances, proceduresand codes, in addition to the provisions hereof and of the Architectural Design Guidelines.

Section 13. Screening. Mechanical and electrical equipment to be installed by an Ownershall, within reason, be concealed from the view of any adjoining streetfront or Lot. Included within

this restriction are air conditioning, evaporative coolers anc pool pump or heating equipment.Nosuch equiprñent shall be permitted to remain exposed at the side or rear of any Lot unless reasonably

concealed by planting or fencing.

Section 14. No Business Use. No business use shall be made of any Lot, and no buildingor structure intended for or adapted to business purpose, and no apartment house, duplex, lodginghouse, rooming house, hospital, sanitarium or doctors office, multiple family dwelling or other

similar structure or use shall be erected, pLaced, permitted or maintained on any part ofthe Property.No Lot may be rented for a hotel or transient purpose, which shall be construed to meanfor a period

of less than thirty (30) days, nor shall any Lot be rented to other than a single family.The foregoingrestrictions shall not apply to the business activities or the construction and maintenanceof buildings

by the Declarant, its agents, successors and assigns during theconstruction period and sale of Lots

by the Declarant, and provided further that the foregoing restrictions shall not apply to any actions

of the Association in furtherance of its powers and purposes as herein set forth.

Home offices and home occupations such as but not limited to, painting, bookkeeping,accounting, arts and crafts and the practice of law shall be permitted if traffic of customers to and

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from a residence does not interfere with the peaceful enjoyment of the Property and only if there isno advertisement or solicitation in connection therewith, no parking in the private streets, andnonoise, commotion, or external evidence of such activity. The Board shall be the sole judge ofwhether such activity poses a nuisance or creates a disturbance in viojation of the provisions hereofNo home occupation may be conducted involving any unlawful, immoral or illicit activity, and nocommercial emblems, signs, or other exterior evidence of commercial activity may exist. Any suchactivity must comply with all zoning laws.

Sectidn 15. Other BuildinRs. No garage or other building or structure shall be erected,placed or maintained on any Lot until the construction and completion of the principal residencethereon, except that the necessary customary outbuildings, a garage or other structures relating to theprincipal residence may, with the approval of the Design Review Committee, be simultaneouslyconstructed, and nothing herein shall be construed to prevent the incornoration and construction ofa garage in and as part of such residence. The Design Re'view Committee may require that anygarages and other accessory buildings be incorporated as a part of and attached to the Residence, ina manner approved by the Design Review Cormnittee, rather than located apart from the Residence,The size, appearance and all other details of any such structures shall be subject to approval of theDesign Review Comnittee,

Sectibu 16. Nuisances, Rubbish. Etc. No Lot shall be used inwhole orpartforthe storageof rubbish of any character whatsoever nor for the storage o any property or thing that will causesuch Lot to appear in an unclean or untidy condition or that will be obnoxious otherwise. Noobnoxious or offensive activity shall be carried on upon any Lot, nor shall anything be done, placedor stored thereon which may become an annoyance or nuisance to the neihborhood or occasion anynoise or odor which will or might disturb the peace, quiet, comfort or serenity of theoccupants ofsurrounding Property.

Every actor omission whereby any provision of this Declaration is violated in whole or inpart is hereby declared to be a "nuisance' and may be enjoined or abated, whether or not the reliefsought is for negative or affirmative action. Any violation of any State, county, municipal or locallaw, ordinance or regulation pertaining to the ownership, occupation or use of any portion of theProperty is hereby declared to be a violation of this Declaration and subject to any or all of theenforcement procedures set forth herein.

Section 17. Resubdivisions. Lot Combinations. No Lot, nor any portion of the CommonAreas shall be reconfigured, except for the purpose of combining the reconfigured portions withanother adjoining Lot or portion of Common Area. All such reconñgurations shall be approved bothby Declarant and by the Design Review Committee. No more than two Lots may be combined byan Owner, and only after approval both by Declarant and by the Design Review Committee, eitherof which may withhold approval in their respective sole and abso'ute discretion. For anycombination of two (2) Lots, all necessary governmental approvals shall be obtained by the Owner.If two (2) Lots are so combined, no more than one single family Residence may be constructed onthe combined parcel, although the Building Envelope for such combined parcel may consist of upto 95,000 square feet. The location of the Building Envelope and all other aspects of construction

32

of Improvements on such combined parcet shall be subject to Design Review Committee approvaland all other provisions contained in the Declaration and Architectural Design Guidelines.

Section 18. Noise. No Owner shalt engage in any activity or permit any activity toProperty which shall result in unusual, loud or obtrusive noise or sounds,

Section 19. Shrubs. Trees and Grasses. No shrubs, trees or obstructions of any kind shallbe placed on .ny Lot in such places as to cause a traffic hazard. All rass, trees and other vegetationplanted on aLot shall comply with local ordinances, shall comply with any rules of the DesignReview Committee, and shall be kept trimmed to a height which will not, in the sole judgnent ofthe Design Review Committee, materially interfere with views from neighboring building sites. TheDesign Review Committee may forbid the planting or maintenance of certain plants, trees, grassesand shnibs or restrict the propagation of such plants, trees, grasses and shrubs to specific species.The Architectural Design Guidelines may set forth protected plant types and species, prohibited planttypes and species, and may establish approved plant lists.

The natural growth on the Property shall not be destroyed or removed except by Declarantor as approved by the Design Review Committee. In the event zrowth is removed, the DesignReview Committee may require the replanting or replacement of same.

Section 20. Inoperable Vehicles and Commercial Vehicles. No inoperable, junk, orwrecked vehicles (including boats, trailers or buses) shall be placed on or stored on any Lot orCommon Areas, nor shall any commercial, construction, or like vehicles (except those of theDeclarant or its agents) be placed on or stored on any Lot or Common Areas, except as may bepermitted by the Association, in writing, for limited periods of time.

Section 21. Drainapeways. No structure, planting or other material, except as installedby Declarant or as approved by the Design Review Committee, shall be placed or permitted toremain within any drainage-way which may change the direction of flow or which may obstruct orretard the flow of water.

Section 22. Derricks. Tanks. No structure designed for use in boring for oil or natural gasshall be erected, placed or permitted upon any part of the Properties, nor shall any oil, natural gas,petoleuxn, asphaltum or hydrocarbon products or substances be produced or extracted therefrom.

No outdoor tanks of any kind shall be erected, placed or permitted upon any part of the Property.

Section 23. Clotheslines. Clothes lines shall be adequately screened by patio walls andshall not be visible from neighboring streets or properties. Any construction of utility yards around

clothes lines must adhere to the Architectural Desi Guidelines, including all standards governingheight and materials.

Section 24. Riparian Protection and Related Easements. Each Oer within the Propertyshalt comply with all applicable provisions of the ordinances of Pima County relating to the

protection of washes and riparian areas within the Property governed by such ordinances. All riparian

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habitat and ripai-ian protection rules and regulations of Pima County relating to theProperty shallbe adhered to.

Section 25. Omitted.

Section 26. Exemption of Declararn. Nothing in this Declaration shall limit the right ofDeclarant or its agents to complete excavation, grading and construction ofimprovements on anyLot or Comrrjon Areas within the Property, or to alter the foregoingor to construct such additionalimprovemenks as Declarant deems advisable so long as any Lot therein remains unsold, or to use anystructure in the subdivision as a real estate sales, administrative or leasing office. Dectarantneed notseek or obtain the approval of the Board of Directors of the Association or Design ReviewCommittee for the installation of any improvements, including landscaping. Therights offleclaranthereunder or elsewhere in these Restrictions may be assigned.

Section 27. Addresses and Mailboxes. Each Owner shall comply with any Streetmonument signage requirements adopted by the Design Review Committee. Al! mailbox andaddress signage shall be subject to the Architecuiral Design Guidelines.

Section 28. Lightin All lighting utilized in connection with anyLotshall comply in allrespects with any appiicable governmentaL law or regulation and shall be approved by the DesignReview Committee. Nb mailbox or driveway lighting shall be permitted on any Lot. Reasonableseasonal decorative lighting is permitted.

ARTICLE CEASE?vIENTS

Section 1. Utilirv Easement. There is hereby created a blanket easementupon, across,over and under the Common Areas for ingress, egress, nstalIation, replacing, repairing andmaintaining all utility and service lines and systems, including, but not limited to, water,sew&s, gas,telephone, elecU-icity, television cable or communication tines and systems. By virtue of thiseasement, it shall be expressly permissible for the providing utility or service company to install andmaintain facilities and equipment on the Property and to affix and rnainbin wires and conduits inand under the roofs and exterior walls of the Residences. Notwithstanding anything to the contrarycontained in this Section, no sewers, electrical lines, waterlines or other utilitiesor service lines maybe installed or relocated within any Lot except as approved by the Board.

Section 2. Encroachment Easement. Each Lot and the Common Areas shall be subjectto an easement for encroachments created by construction orplacernent oflmprovenents, including,without limitation, driveways and walkways and landscaping related thereto, as desied orconstructed by the Declarant or as constructed by or on behalf of any Owner as approved by theBoard or the Design Review Committee. A valid easement for said encroachments and for themaintenance of the same is hereby created and shall continue, so long as such encroachmentscontinue to exist. -

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Section 3. Declarant Easement. There is hereby created an affirmative, nonexciusiveeasement in favor of Declat-ant, and appurtenant to portions of the Property owned by Declarant foringress and egress over all Common Areas, including without limitation the private streets, and forthe right 10 go over, under and across, and toenter and remain upon all Common Areas for allpurposes reasonably related to Declarants rightsand obligations hereunder and to the development.operation, maintenance, advertisement and sale or rental of the portions of the Property owned byDeclarant. The easement created in this Section shall continue until the day on which title to the lastLot in the Prpery owned by Declarant is conveyed to a third parry for value, other than as secuntvfor performdnce of an obligation.

Section 4. Drainage Easement. There is hereby created an easement over each Lot infavor of the remainder of the Property for reasonable drainage from the remainder of the Property.

Section 5. Miscellaneous Easements. In add:tion to the blanket easements grantedherein, the Association is authorized and empowered to grant upon, across or under real propertyowned or controlled by the Association such permits, licenses, easements and rights-of-way forsewer lines, waterlines, underground conduits, storm drains, television cable and other similar publicorprivate utilitypurposes, security lines, roadways or other purposes as maybe reasonably necessaryand appropriate for the orderly maintenance, preservation and enjoyment of the Common Areas orfor the preservation of the health, safety, convenience and welfare of the Owners, provided that anydamage to a Lot resulting from such cant shall be repaired by the Association at its expense.

ARTICLE XIIGENERAL PROVISIONS

Section 1. Binding Effect and Enforcement. In the event of any conflict between theprovisions hereof and the provisions of the Articles or Bylaws, and any amendments thereto, theprovisions of this Declaration shall always control.

The covenants, conditions, charges, liens, reservations, easements, and restrictions containedherein shall run with the title to the land and shall be binding upon all persons purchasing, owning,leasing, subleasing or occupying or otherwise having any interest in any Lot, their heirs, personalrepresentatives administrators, successors, grantees and assigns. After the date on which thisDeclaration has been recorded in the Recorder's Office of Pima County, Arizona, these restrictionsmay be enforced by any one or more of the following: (a) The Association, (b) the Declarant (so longas such entity has an interest in any part of the Property), and (c) the Owner or Owners of any Lot.The terms and conditions of this Declaration shall be binding upon all persons affected by its terms,regardless of whether any reference is made to this instrument in the deed or other instrument ofconveyance. Enforcement shall be by proceedings at law or in equity against any person or personsviolating or attempting to violate any Restrictions either to restrain, enjoin, or abate the violation orto recover damages. In the event the Declarant or the Association employs an attorney or attorneysto enforce any lien or to collect any moneys due pursuant to this Declaration, or to enforcecompliance with or specific performance of the terms and conditionsof this Declaration or otherwiseseeks to enforce these restrictions, the Declarant or Association, as the case may be, shall be

35

reimbursed by the Owner or Owners whose actions have necessitated the enforcement proceedingfor all costs including attorneys' fees, expended in such enforcement efforts, regardless of whetheror not a civil action is actually commenced, The amount of such costs shall be assessed against suchOwner or Owners as an Individual Assessment and each such Owners Lot shall be subject to anAssessment lien upon all ofsaid Owners Lots, subject to the provisions hereof Nothing heretu shallbe deemed to indicate that damages at law constitute an adecuate remedy for violation of aRestrictionherein. Notwithstandingthe foregoing, the viola:ionof these Restrictions shall notaffectthe lien ofan mortgage or deed of trust flow or hereater paced orecord in the Recorder's Offleeof Pima Coubty, Arizona.

Section 2. Waiver or Abandonment. The waiver of, or failure to enforce any breach orviolation of any Waiver or Restriction herein contained shall nut be deemed to be a waiver orabandonment of such Restrictions, or a waiver of the right to enforce any subsequent breach orviolation of such Restrictions. The foregoing shall apply regardless of whether any person affectedhereby (or having the right to enforce these Restrictions) had knowledge of the breach or violation.

Section 3. Equal Treatment of Owners. Except as otherwise expressly provided herein,these restrictions shall be applied to all Owners without discrimination.

Section 4. Severability. The invalidity of any one or more phrases, sentences, clauses,paragraphs, or sections hereof shall not affect the remaining portions of this instrument or any partthereof, and in the event that one or more of the phrases, sentences, clauses, paragraphs, or sectionscontained herein should be invalid or should operate to render this Declaration invalid, thisDeclaration shall be construed as if such invalid phrase or pnrases, sentence or sentences, clause orclauses, paragraph or paragraphs, or section or sections hac not been inserted.

Section 5. Gender. The singular, wherever used hereit:. shall be construed to mean theplural when applicaNe, and the necessary grammatical changes required to make the provisionshereof apply either to corporations, partnerships or individuals, men or women, shall in all cases beassumed as though in each case fully expressed.

Section 6. Topic Headings. The marginal or topical headings of the paragraphscontained in this Declaration are for convenience only and do not define, limit or construe thecontents of the sections of this'Deciaration.

Section 7. Term. Except to the extent this Declaration may be amended as providedherein, this Declaration shall remain in fall force and effect for a period of thirty (30) years from thedate hereof This Declaration shall thereafter be deemed automatically extended and renewed forsuccessive terms often (10) years each unless then revoked by a written instument signed andacknowledged by the then Owners of not less than two-thirds (Z'3' ofthe Lots within the Property(or unless amended as permitted below), which instrument shall be recorded in the office of theRecorder of Pima County, Arizona, at any time after the expiration of the initial Thirty (30) year

period.

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Section 8. Amendment. This DecLaration may at any time be amended with the writtenconsent of the Owners (including Declarant) of not less than two-thirds (2/3)ofthe Lots within theProperty. Any such amendment shall, so Long as Declarant owns a single Lot, also require the writtenconsent of Declarant, and any amendment without such consent of Declarant shall be void. Any suchamendment which requires the affirmative written consent or vote of the Owners as hereinaboveprovided shall be effective when executed by the President and Secretary of the Association whoshall certify that the amendment has been so approved, and when the amendment has been recordedin the office f the County Recorder of Pima County, Arizona.

Section 9. Declarants Riht to Amend.

A. General Amendments. The provisions of Article XII, Section 9notwithstanding, Ijeclarant hereby reserves the right to amend this Declaration as may be necessaryor appropriate in its sole discretion at any time while Declarant owns a singleLot. Any amendmentwhich only requires the execution of an instrument by Declarant as hereinabove provided shall beeffective when executed by Declarant and when recorded in the office of the County Recorder ofPima County, Arizona. No amendment made by Declarant shall be deemed void or unenforceablemerely because such amendment affected the Property in a non-uniform manner. Declarants rightof amendment pursuant to this paraaph (based upon Declarant's ownership of at least one Lot) isintended to allow such amendments as may in Declarant's sole discretion be necessary to eliminateambiguities, correct errors, clarify the scope and intent of the provisions hereof (including, but notlimited to, the elimination of hazards and deiments to the Property), avoid undue hardship causedby unforeseen topographical or soils problems, or to better enable the Association to administertheProperty. Should Declarant determine that such amendments are necessary or advisable,then noother consent or approval shall be required, and Declarant's determination that such amendment isproper shall be binding upon all Owners and Members.

B. FHA, VA, FNAM and ONAM Amendments Notwithstanding anything tothe contrary contained in this Declaration, if Declarant shall determine that any amendments to thisDeclaration or any amendments to the ArticLes of Incorporation or Bylaws of the Association shallbe necessary in order for existing or fliture mortgages, deeds of mist or other security jnstrumentsto be acceptable to the Veterans Adninistration, the Federal Housing Administration ofthe U.S.Department of Housing and Urban Development, the Government National Mortgage Association,the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, or anysimilar agency or organization, then Declarant shall have and hereby specifically reserve the rightand power to make and execute any such amendments without obtaining the approval of anyOwners, first rnortgagees, or any other person or entity.

C. Resubdivision Amendments or Annexations. In addition, Declarant shall havethe right, without any vote or consent of Members, to record, in the office of the Recorder of PimaCounty, Arizona, such amendments to this Declaration as may be necessary to conform to anyresubdivision plat recorded with respect to the Property to further confirm any Declaration ofAnnexation.

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Section 10. Personal Liability. No member of the Board, nor any committee of theAssociation, including the Design Review Cornniittee, nor any officer of the Association, shall bepersonally liable to any Owner, or to any other party, including the Association, for any damage, lossor prejudice suffered or claimed on account of any act, omission, error or negligence of theAssociation, the Board, any manager or any other representative or employee of the Association, theDesign Review Committee or any other committee, or any officer of the Association in any wayrelating to this Declaration, provided that suchperson has, uponthe basis of such information as maybe possessedby him. acted in good faith, without wiliftul or intentional misconduct.

Section 11. Intemretation of the Covenants. Except for judicial construction orconstruction by an arbitration panel, if required hereunder, following the Turnover Date, theAssociation, by its Board, shall have the exclusive right to construe and interpret the provisions ofthis Declaration. In the absence of any adjudication to the contrary by a court of competentjurisdiction or construction by an arbitration panel, if required hereunder, the Association'sconstruction-or interpretation of the provisions of this Declaration shall be final, conclusive andbinding as to all persons and property benefitted orbound by the provisions of this Declaration. Priorto the Turnover Date, Declarant shall determine such matters.

Section 12. Change of Circumstances. Except as otherwise expressly provided in thisDeclaration, no change of conditions or circumstances shall operate to extinguish, terminate ormodify any of the provisions of this Declaration.

Sectionl3. LiniitationonDeclarantsLiabilitv. Notwithstanding,anythingtothe contraryherein, it is expressly agreed that from and after the date of this Declaration, neither Declarant, norany of its parers, agents, employees, members, or officers shall have any personal liability to theAssociation, or to any Owner or other person, arising under, in connection with, or resulting fromthis Declaration. Further, neither Declarant nor any of its partners. agents, employees, members, orofficers shall have any liability or responsibility with respect to construction of improvements of anynature within the Property.

Section 14. Assinment of Declarant Rights: Exemption of Declarant from Restrictions.All rights, exemptions and privileges of the Declarant hereunder shall be assignable in whole or inpart. Without limitation, Declarant may assigii to one or more successors or assigns, in whole or inpart, some or all of Deciarant's rights, exemptions or privileges hereunder, including its rights as theClass B Member, and its exemption from the payment of Assessments, while at the same timereserving such rights to itself with respect to Lots it retains, Any such assignment may be on suchterms as Declarant may in its discretion determine are appropriate. Notwithstanding any otherprovision hereof, so long as the initial Declarant identified herein owns any Lot, its written consentshall be required for any assignment of Declarant rights. Any attempted assignment without thewritten consent of the initial Declarant shall be void.

None of the covenants, conditions, restrictions, easements or other provisions in thisDeclaration shall be construed or deemed to limit or prohibit any ptomotional act ofDeclarant or its

38

employees, agents and contractors, or parties designated by them which is reasonable or customarilyincidental to the sale or leasing of Lots, the Property, or any part thereof.

Section 15. Arbitration. In the event ofany dispute involving any Ovmer, the Association

the Declarant, or any of their officers, agents, employees, representatives, partners or affiliates,relating in any way to this Declaration or, without limitation, to any right, obligation, or privilegehereunder, or relating in any way to the operation or management of the Association, the

use of Common Areas, or to the construction of improvements upon the Property.or to any representations made or allegedly made by any person, each Owner and Member, theAssociation, and Declarant, for themselves and their agents and contractors, agree that such disputeshall not be litigated in anycourt orjudicial tribunal, but rather shall be arbitrated in accordance withthe Construction and Commercial Arbitration Rules of the American Arbitration Association, Atleast three arbitrators shall preside in any case involving a claim in excess of One Hundred Thousand($100,000.00) Dollars. Any arbitration shall take place in Pima County in the State of Arizona, andnot elsewherç. Judgment upon a final award may be rendered by any court ofcornpetentjurisdiction.

Notwithstanding the foregoing, the Association shall not be required to arbitrate any matterrelatth to the imposition of any fme, Assessment, Assessment Lien, or the foreclosure of anyAssessment Lien, nor shall the Association be precluded from seeking injtmctive relief in court toenforce compliance with the provisions hereoL

Section 16. Rights of the Declarant. Any and all rights of the Declarant hereunder maybe exercised by and shall be for the benefit of [he Declarant and its beneficiaries,

Section 17. Delivery of Notices and Documents. Any vi'irten notice or other documentsrelating to or required by this Declaration or the Articles or Bylaws, and any amendments thereto,may be delivered either personally or by mail, If by mail, such notice ordocuments shall be deemedto have been delivered forty-eight (48) hours after a copy of same has been deposited in the UnitedStates mail, postage prepaid, addressed as follows:

A. If to the Association or the Design Review cormnittee:

Saguaro Hills Estates HOA -

2200 Park Avenue, Suite C-200Park City, Utah 84060

B. If to Declarant:

Saguaro Utah, L.L.C.P.O. Box 2190Park City, Utah 84060

C. If to an Owner, to the address ofany Lot owned by him orto any other addresslast furnished by an Owner to the Association.

Any such address may be changed at any time by the Association, Design ReviewCommittee, or Declarant, by recording a written notice of change of address and delivering a copythereof to the Association, or by an Owner by filing the correct mailing address of such Owner withthe Association. Each Owner shall prompt noti' the Association in ting of any subsequentchange of address.

IN WITNESS WHEREOF Declarant, being the owner of record of all of the Propert hascaused this Declaration to be duly executed this th day of uay ,2000.

FIDELITY NATIONAL TITLE AGENCY, INC..an Arizona corpora:ion, as Trustee under its Trust No.30,020 and

iothcr-wise.

By _Name Martha L.Hd1Title Trust Or: cer

STATE OF ARIZONA

)ss.County of Pima

The foregoing instrument was acknowledged before me this th day2000. by Martha L. HL11 ,the Trust OPfLcEr , of FidehNational Title Agency,Inc., an Arizona corporation, on behalf of the corporation as Tmstce under its Trust No. 30,020 andnot in its corporate capacity.

Saguaro Hills Estates Homeowners Association

by

by

I:FiEes\docs\SUMMO7\991 I OItAGREE\445966 WPU

40

OFFICIAL SEALKEVIN FRENCHNOTARY PUSUC - tZCKA

PJMA COUNTYW Corim. Ein, Oct. t !

Saguaro Hils Estates™ HOADesign Standards & Restrictions

AmendmentMarch 14,2011

Pursuant to CC&R's, Article LV, Section 8, the Design ReviewCommittee has resolved to amend Section 4.2 Minimum SubmittalRequirements of the Design Standards & Restrictions. Theamendment follows:

4.2 Minimum Submittal RequirementsSecond paragraph, first sentence:

Current wording: All submittals shall be made in three full sets of Plans.

Replace with the following wording: All submittals shall be made in triplicate, inthe form of two paper copies and one electronic copy in the form of .pdf file/s on adisk.

Saguaro Hils Estates ™ HOADesign Standards & Restrictions

AmendmentJuly 12, 2010

Pursuant to CC&R's, Section 7 (F.) the Design Review Committee hasresolved to amend Section 2.15 Driveways of the Design Standards &Restrictions. The amendment follows:

Section 2.15. last two sentences, Current Wordinq:"Driveways shall be surfaced with asphaltic concrete, integral earth tonecolored concrete, brick, pavers, or a similar material, all as approved by theDRC. Chip and seal driveways may be permitted if applied over an asphalticbase."

Section 2.15, last two sentences, Replace with the Followinq Wordinq:"Driveways shall be surfaced with earth tone colored concrete, brick, pavers,or a similar material, all as approved by the DRC. Asphalt and/or Chip andseal driveways are prohibited."

Saguaro Hills Estates ™ Homeowners Associationc/o Lewis Management Resources

180 West Magee, Suite 134Tucson AZ 85704-6680

TeL. 520.742.5674Fax 520.742.1523

Manager: Roy PaceEmaíl: rpace(§/mri.org

July 31, 2007

Dear Members:

Pursuant to CC&R's, Section 7 (F.) the Design Review Committee has resolved toamend Section 3.14 Roofs and Section 3.6 Colors. Please retain the enclosedAmendment changes for your records.

If you have any questions, please contact either Julie Brelsford, my assistant, or me.

3.4 RQQfs (Aiiicle X Section 1 2nd paragraph)

All roofs shall be of a material, texture, and color approved by the DRC. Roof lines shall becompatible with the overall character of the foothills topography and be predominantly flat or oflow pitch to reinforce the traditional desert architecture which emphasizes horizontal elements ofwalls instead of roofs. The color of the roofs must conform to the color standards (see 3.6 Colors).No mechanical equipment of any kind will be permitted on any roofs.

Flat roofs shall be any roof area having a slope ofless than 3 vertical per 12 horizontaL. Allflat roofs shall be enclosed by a parapet wall, that is a minimum of 12 inches taller than theimmediately adjacent roof surface Continuity of parapet walls in flat roof areas is required. Parapetwalls are required between all level changes in adjacent flat roof areas No roof area greater than1000 square feet shall occur, without a parapet. As such, flat roof designs with larger roof planeareas shall include false parapets (see Ilustration 7.4) to visually break up the roof plane. Flat roofsfinish coating shall not exceed a 51 % Light Reflectance Value (LR V). All vents and otherprojections shall be fìnish coated to color match with other colors utilized in the Structure. Pitchedroofs shall be any roof area having a minimum slope of 3 vertical per 12 horizontal ranging up to amaximum slope of 4 veiiical per 12 horizontaL. Pitched roofs shall be finished with a visuallyaesthetic material of rounded clay tile, rounded concrete tile, flat concrete tile, or patinaed copper,all of which shall exhibit muted eaiih tone colors. Metal roofs, other than with a baked enamelfinish or chemically aged patinaed copper, are not allowed. All metal roofs will have a low sheenand a low light reflectance value. Pitched roof colors shall complement the Stmcture's exterior wallcolor. All vents and-other projections shall be colored to match the finished roof material color

3.6 Çolors

The color of exterior materials must generally be subdued to enhance the eolors of thenatural landscape. Muted earth tones shall be exhibited on all exterior surfaces, although smallamounts of accent colors, which are used judiciously and with restraint, wil be considered on adesign specific basis. Specific exterior material colors (including, as applicable, main body color,trim color, window frames, doors, and accent color) shall not exceed a 40% Light Reflectance

Value (LRV) and must be submitted as samples for specific DRC approval. Colors that, in thejudgment of the DRC, do not reinforce and complement the natural landscape will not be allowed.

Saguaro Hills Estates TM Homeowners Associationclo Lewis ManagementResources

180 West Magee, Suite 134Tucson AZ 85704-6680

Tel. 520.742.5674Fax 520.742. 1523

Manager: Pam LakeyEmail: p/akey(p)/mri. org

August 9 , 2005

Dear Members:

Pursuant to CC&R's, Section 7 (F. ) the Design Review Committee has resolved toamend Section 3. 13 and Section 4.4 , Submittal Fees of the Design Standards &Restrictions effective September 1 , 2005. Please retain the enclosed Amendmentchanges for your records.

If you have any questions , please contact either Jennifer, my assistant, or me.

Regards~cJ(~Pam Lakey, CMCAAssociation ManagerSaguaro Hills Estates TM Homeowners Association

Saguaro Hills Estates TM HOA

Design Standards & Restrictions

AmendmentAugust 9, 2005

Pursuant to CC&R' , Section 7 (F. ) the Design Review Committee hasresolved to amend Section 3. 13 and Section 4.4 Submittal Fees of theDesign Standards & Restrictions. The amendments follow:

Section 3. 13 Walls. Patios and Courtyards:Add sub- item number six under this section: (6) Cloth gazebos are notallowed.

Section 4.4. (4) Current Wordinq:Construction Compliance Deposit of $5 000.00 refundable , payable at thePre-Construction Conference Phase.

Section 4.4 (4) Replace with the Followinq Wordinq:Construction Compliance Deposit of $10 000.00 refundable , payable at the

Pre-Construction Conference Phase.

C:IDocuments and SettingsljruddlLocal SettingslTemporary Internet FilesIOLK93108-09-05 Design Guldline Amendment .doc