Covenants, Conditions and Restrictions

OFFICIAL RECORDS OF
MARICOPA COUNTY RECORDER
HELEN PURCELL
20150758297 10/21/2015 04:19
ELECTRONIC RECORDING

When Recorded Retum to: DELLAGOHOA01-23-1-1--

Carpenter Hazlewood Delgado & Bolen, PLC morenoa
1400 2, Southern Ave. Suite 400
Tempe, Arizona 85282

SECOND RESTATEMENT OF DECLARATION OF
COVENANTS, CONDITIONS, AND RESTRICTIONS
FOR
HAMILTON ARROWHEAD RANCH

This Second Restatement of the Declaration, of Covenants, Conditions and Restrictions for
Hamilton Arrowhead Ranch is made this LE day of Syston e¢2 , 2043" by the
Del Lago Homeowner’s Association, an Arizona nonprofit’corporation (“Association”).

RECITALS: |
WHEREAS, a Declaration of Covenants, Conditions and Restrictions for Hamilton Arrowhead
Ranch dated April 2, 1985 was recorded at Recorders No. 85-145097, office of the Maricopa
County Recorder, Arizona, on April 2, 1985, which encumbered real property in Glendale,
Maricopa County, Arizona more particularly described as lots 1 through 75, inclusive, Hamilton
Artowhead Ranch, according to the Plat of Record in Book 280 of Maps, Page 50, Records of
Maricopa County, Arizona; and,

WHEREAS, the Restatement of the Declaration of Covenants, Conditions and Restrictions for
Hamilton Atrowhead Ranch is made and entered into as of the September 9, 1985 and was
recorded at Recorders No, 85-428685, office of the Maricopa County Recorder; and,

WHEREAS, the Association and its members desire to restate the above documents in a more
legible format, without making any substantive changes to the documents;

NOW, THEREFORE, the Association hereby restates the Declaration as set forth herein. ‘This
Second Restatement of the Declaration does not amend the Declaration recorded April 2, 1985,
at Recorder’s No. 85-145097 or the Restatement of Declaration recorded September 9, 1985 and
recorded at Recorders No. 85-428685, office of the Maricopa County Recorder, and only restates
that which is contained in the first restatement, in a more legible medium. The Declaration as
restated hereunder shall otherwise remain in full force and effect.

ARTICLE i
Definitions

Section 1, “Association” shall mean and refer to Del Lago Homeowner's
Association, an Arizona non-profit corporation, its successors and assigns.

20150758297

Section 2. “Common Area” shall mean all real property owned by the
Association for the common use and enjoyment of the Owners. The Common Area to be owned
by the Association at the time of conveyance of the first Lot is described as follows: Tracts A, B,
C, and D as shown on the Plat of Record, Book 280 of Maps, Page 50, records of Maricopa
County, Arizona, Tract A includes the Lake(s) and other body(ies) of water, facilities thereon
and thereto and the surrounding perimeter area to each Owner’s Lot line; Tracts B and C include
the landscaped other Common Areas at the entrance to the subdivision and Properties and
otherwise: and Tract D shall include the gate and guard house areas. Additionally, the
Association shall maintain those certain easements and parkway located and referenced as 59"
Avenue and the divided medians immediately west thereof, as those areas run adjacent to the
subdivision and Properties in which the Lots are located,

Section 3, “Declarant” shall mean and refer to Hamilton Homes, Inc., an
Arizona corporation, its successors and assigns, if such successors or assigns shall acquire all of
the then remaining undeveloped Lots from the Declarant for the purpose of development,

Section 4, “Lot” shall mean and refer to any plot of land shown upon any
recorded subdisvion map of the properties with the exception of the Common Area created.

Section 5. “Members” shall mean and refer to Owners who become
participants in the Association,

Section 6, “Owner” shall mean and refer to the record owner (whether
one or more persons or entities), of a fee simple title to any Lot or Lot and Partial Lot which is a
part of the properties, including contract sellers, but excluding those having such interest merely
as security for the performance of an obligation and excluding Declarant,

Section 7. “Partial Lot” shall mean any portion of a Lot originally shown
on the subdivision Plat of Hamilton Arrowhead Ranch as recorded in Book 280 of Maps, Page
50, which becomes part of an adjacent Lot as the result of a Lot split in accordance with the Lot
Split Ordinances of the City of Glendale, Arizona. The owner of a Partial Lot may not convey
title thereto separate and apart from the Lot to which it is attached as a resuit of a Lot split.

Section 8, “Properties” shall mean and refer to that certain real property
hereinbefore described and such additions thereto as may hereafter be brought within the
jurisdiction of the Association, including the easements, parkway and divided median referenced
in Section 2 above.

ARTICLE II
Property Rights

Section 1, Owners’ Easements of Enjoyment. Every Owner shall have a
right and easement of enjoyment in and to the Common Area, excluding Tract D, and excluding
certain areas of Tract A (see XIII), which shall be appurtenant to and shall pass with the title to
every Lot and Partial Lot subject to the following:

20150758297

A. Charges. The Association’s power to restrict use and access, or
charge reasonable admission or other fees or licenses for the use of any recreational facility,
includingl or other bodies of water situated upon the Common Area or Properties;

B, Suspension of Voting Rights. The Association’s power to
suspend the voting rights and right to use the recreational facilities by any Owner (and the
Owner’s family, lessees, contract purchasers, guests and invitees) for any period during which
any Assessment against such Owner’s Lot and Partial Lot remains unpaid or for a period not to
exceed 60 days for any infiaction of the published rules and regulations of the Association, or the
covenants, conditions and restrictions contained herein and in the Articles or Incorporation and
Bylaws of the Association;

Cc. Dedication or Transfer. The Association’s power to
dedicate or transfer all or any part of the Common Area to any public agency, authority or utility
for such purposes and subject to such conditions as may be agreed to by the Owners. No such
dedication or transfer shall be effective unless an instrument in writing signed by two-thirds of
each class of Owners and Members agreeing to such dedication or transfer has been recorded,
Notwithstanding the foregoing, in the event the city of Glendale shall provide reasonable
assurances to the Association that the City of Glendale shall properly maintain the easements,
parkway and divided median adjacent thereto, the Board of Directors of the Association, without
the consent of the Members, may transfer, assign and delegate to the city of Glendale such
obligations for maintenance;

D. Rules_and_ Regulations, The Association’s power to
promulgate reasonable and uniformly applicable rules and regulations governing the use of and
conduct upon the Common Area for the protection of the property and Owners and the Owner’s
enjoyment of the property. The Association shal] provide all Owners with copies of the rules and
regulations adopted from time to time and the same shall be enforceable in the same manner as
the provisions of this Declaration;

E. Lien Rights. The Association’s power to place and enforce
liens upon Lots and Partial Lots for unpaid assessments.

F, Restrictions_on Tract_A. The Association’s additional;
restrictions with reference to Tract A, as provided in Article XIII.

Section 2. Delegation of Use. Any Owner may delegate, in accordance
with the bylaws, his right of enjoyment to the Common Area and facilities to the members of his
family, his tenants, or contract purchasers who reside on the property.

i
|
i

20150758297

ARTICLE III

Membership and Voting Rights

Section_1, Every Owner of a Lot or Lot and Partial Lot, which is subject
to Assessment, shall be a Member of the Association. Membership shall be appurtenant to and
may not be separated from Ownership of any Lot or any Lot and Partial Lot which is subject to
Assessment,

Section 2, The Association shall have two classes of voting membership
as follows:

Class A: Class A Members shall be all Owners with the exception
of the Declarant, who shall be entitled to one vote for each Lot owned and one-half vote for each
Partial Lot owned, When more than one person holds an interest in any Lot or any Lot and
Partial Lot, all such persons shall be Members, The vote for such Lot or Lot and Partial Lot shall
be exercised as they, among themselves, determine, but in no event, shall more than one vote be
cast in respect to any Lot, nor more than one and one-half votes be cast in respect to any Lot and
Partial Lot. Further, the Owners of a Lot and Partial Lot may not split the vote of the Lot and half
vote of the Partial Lot. Class A Members shall not be entitled to vote for Directors so long as
there are any Class B Members,

Class B: Class B Members shall be the Declarant and shall be
entitled to 110 votes for each Lot or Lot and Partial Lot owned. The Class B membership shall
cease and be converted to Class A membership without any further act or deed upon the
happening of any of the following events:

A. When the last Lot or Lot and partial Lot is sold by
Declarant or other Class B Member and title is conveyed;

B. When Declarant, by a recorded declaration expressly
relinquishes such membership; or

Cc. On December 30, 1995

Section 3. The Association. The Association has been formed to serve as
governing body for all of the Owners and Members for the protection, improvement, alteration,
expansion, augmentation, disposal, divestment, redescription, maintenance, repair,
administration and operation of the Properties, the assessment of expenses, payment of losses,
disposition of hazard insurance proceeds and other matters as provided in this Declaration and
the Articles of Incorporation of the Association (hereinafter the “Articles”) and the Bylaws of the
Association (hereinafter the “Bylaws”). The Association shall not be deemed to be conducting a
business of any kind and all funds received by the Association shall be held and applied by it for
the Owners and Members in accordance with the provisions of the Declaration, the Articles and
the Bylaws.

20150758297

Section 4. Qualification of Directors. Each Director in the Association
shall be an Owner or the spouse of an Owner (or if an Owner is a corporation, partnership or
trust, a Director may be an officer, partner, agent or beneficiary of such Owner), If a. Director
shall cease to meet such qualifications during his term, he will thereupon cease to be a Director
and his place on the board shall be deemed vacant. The requirements of this subparagraph shall
not apply to Directors elected by the Class B members.

Section 5, Boards Determination Binding. In the event of any dispute or
disagreement between any Owners relating to the Properties or any question of interpretation or
application of the provisions of this Declaration the Articles or the Bylaws, the determination
thereof by the Board shall be final and binding on each and all of such Owners.

Section 6, Additional Provisions in Articles and Bylaws. The Articles and

Bylaws may contain any provision not inconsistent with the law or with this Declaration relating
to the conduct of the affairs of the Association and the rights and powers of its Directors,
officers, employees, agents and Members.

ARTICLE IV

Covenant for Maintenance/Assessments

Section 1. General. Zach Owner other than the Declarant and Trustee shall
pay his proportionate share of the expenses of the administration and operation of the Common
Area and other areas mentioned in Article 1, Section 2, and of any other expenses incurred in
conformance with this Declaration and the Articles and Bylaws (which expenses are herein
sometimes referred to as “Common Expenses”), including specifically, but not by way of
limitation, operating cost, insurance, all taxes on and utilities for the Common Area, interest,
principal or other payments on debts secured by mortgages of the Common Area or any part
thereof, the maintenance and repair of the Common Area, open spaces, lakes and other bodies of
water, easements, including landscaped easements, non-vehicular access easements and other
easements and parkways specified herein, and any and all replacements and additions thereto and
reasonable reserves for contingencies, replacements or other proper purposes in the form of
“Assessments”, Such Assessments shall be on a per Lot basis, and each Owner shall be charged
with Assessments in proportion to the number of Lots and Partial Lots owned by an Owner,
relative to the number of Lots and Partial Lots owned by all other Owners (excluding Declarant);
provided, further, that the Owner of a Partial Lot shall be charged with an Assessment equal to
50% of the Assessment for a Lot (again, excluding the Decarant).

Section 2, Lien for Unpaid Common Expenses. Payment of Assessments
shall be in such amounts, at such times and in such manner as maybe provided in this

Declaration, the Articles and Bylaws determined by the Board of Directors from time to time,
Such Assessment together with interest at a rate established by the Board, but not to exceed 18%
per annum for the due date thereof until paid, costs and reasonable attorneys’ fees, shall
constitute the personal obligation of the person who was the Owner of such Lot or such Lot and
Partial Lot at the time such payment fell due and an obligation running with the land. The

20150758297

personal obligation for delinquent Assessments shall not pass to an Owner’s successor-in-title
unless expressly assumed by him or her. If any Owner shall fail or tefuse to make such payments
of Assessments when Due (including any interest added to the Assessments of such Owner), the
amount thereof, together with interest, costs and reasonable attorneys’ fees shall constitute a lien
on such Owner’s Lot or Lot and Partial Lot and on any rents or proceeds therefrom; provided,
however, that such lien shall be subordinate to the lien of a prior recorded first mortgage on the
applicable Lot or Lot and Partial Lot, acquired in good faith and for value, except for the amount
of the unpaid Assessments which accrues from and after the date on which such first mortgage
acquires title to or comes into possession of the applicable Lot or Lot and Pattial Lot and if any
lien for unpaid Assessments prior to such date has not been extinguished by the process by which
such first mortgagee acquires such title or possession, such first mortgagee shall not be liable for
such unpaid assessment and upon written request to the Board of Directors by such first
mortgagee such lien shall be released in writing by the Association, Any person acquiring an
interest in any Lot or any Lot and Partial Lot shall be entitled to a statement from the Association
setting forth the amount of unpaid Assessments, if any, and such person shall not be liable for,
nor shall any lien attached to such Lot or Lot and Partial Lot in excess of the amount set forth in
such statement except for assessments which occur or become due after the date thereof. The lien
provided for in this paragraph may be foreclosed by the association in any manner provided for
or permitted for the foreclosure of realty mortgages or deeds of trust in the State of Arizona, The
liens provided for above shall attach equally to a Partial Lot in the event an Owner fails to pay
the full assessment against a Lot and Partial Lot owned by said Owner,

Section 3, Annual Assessment. The Board of Directors shall annually
determine and fix the amount of the annual Assessment against each Lot and Lot and Partial Lot
(other than those owned by Declarant), for purposes of raising revenues to pay Common
Expenses and shall notify the Owner of each Lot or Lot and Partial Lot (with the exception of
Declarant) in writing as to the amount of such annual Assessment not less than thirty (30) days
prior to the date that such assessment is to commence. All annual Assessments shall be payable
in monthly installments, unless otherwise determined by the Board.

Section 4. Special Assessments. In addition to the regular annual
Assessments authorized above, the Board may levy in any year a special Assessment (applicable
to that year only) for the purpose of defraying in whole or in part the cost of any construction,
reconstruction, repair or replacement of capital improvements upon the Common Area and other
maintenance areas, including fixtures and personal property related thereto or to defray any
unanticipated or underestimated expense normally covered by an annual Assessment (and where
necessary for taxes assessed against the Common Atea); provided, however, that the aggregate
special assessments for any fiscal year shall not exceed 20% of the budgeted gross expenses of
the Association for that year without a vote or written assent of a majority of the xnembership
present and voting at a meeting of which a quorum equal to 25% of the total voting power of the
Association has been constituted. In the absence of such a quorum at any such meeting, a
majority of those present in person or by proxy may adjourn the meeting to another time but may
not transact any other business. Any adjournment for lack of a quorum under this Paragraph shall
be to a date not less than five (5) nor more than ten (10) days from the date of the original
meeting date. The quorum requirement for such a reconvening meeting shall be 25% of the total
voting power of the Association. Furthermore, special Assessments may be levied against an

20150758297

individual Lot or Lot and Partial Lot and its Owner for reasonable monetary penalty for the
violation of any of the restrictions or conditions, the breach of the covenants or agreements
contained herein or the breach of any rules and regulations promulgated by the Board of
Directors, after notice and a hearing before the Board or committee elected by the Board for that
purpose, Any special assessment levied hereunder shall apply to any Partial Lots at the rate of
50% of such special assessment levied against any individual Lot.

Section 5, Declarant’s Exemption. Notwithstanding any of the provisions
of the Declaration to the contrary, until such time as Declarant has sold and conveyed record title
to all of the Lots or Lots or Partial Lots, the Declarant shall be exempt from paying any charge or
Assessment of the Association for maintenance of the Common Area or for any other purpose
referenced in this Declaration and no lien shall attach pursuant to this Declaration or otherwise to
any Lot or Lot and Partial Lot owned by the Declarant, its successors and assigns so long as the
Declarant shall remain exempt from the payment of charges and Assessments as hereinabove
provided. If, and so long as Declarant shall be exempt or partially excused from paying the full
Assessment amount for Common Expenses, the Declarant shall pay all Common Expenses in
excess of the amounts which can be assessed against the Owners pursuant to this Paragraph (pro
rata, allocated among various Owners on the basis of the number of lots owned). Any provisions
of the foregoing to the contrary notwithstanding, the Declarant may elect at any time to
conimence paying regular Assessments.

ARTICLE V

Maintenance
Section 1, By the Association,

A. Common Area. The Association shall be responsible for
maintaining the Common Area and the other areas referenced in Article 1, Section 2 above, in a
state of good condition and repair.

B. Landscaping, As part of its duty to maintain the Common
Area, the Association shall maintain, repair and replace the grass, trees, shrubs and other
landscaping located upon the Common Area, and the other areas referenced in Article 1, Section
2 above.

ie Lakes and Guardhouse, The Association shall maintain the
Lakes and perimeter are thereof and guard house(s) located on the Common Area, In particular,
’ the Lakes and other bodies of water shall be maintained in accordance with applicable health
regulations, and as further provided in Article XII. The guard hovse(s) may be operated by one
or more guards twenty-four hours a day, seven days a week or as otherwise decided by the
Board. Such guards may be contracted for directly by the Board or retained through a service;
provided, however, each guard shall possess adequate licensing, bonding and public liability
insurance. Notwithstanding the -proceeding, the guard house(s) may be un-manned, as
determined by the Board.

20150758297

D. Necessitated_by Owner, In the event that the need for
maintenance or repairs of any Common Area or other area to be maintained by the Association is
caused by the willful or negligent act of any Owner, his or her family, guests, pets, or invitees,
the cost of such maintenance or repair shall be charged to the responsible Owner or Owners and
secured by a lien on his or her Lot or Lot and Partial Lot as provided in Article TV, Section 2
above,

Section 2. By the Owners. Each Owner shall be responsible for the upkeep
and maintenance of the interior and exterior of his or her dwelling unit and all improvements
located on his or her Lot or Lot and Partial Lot including, but not limited to maintaining
landscaping in good condition and repair.

ARTICLE VI

Insurance Requirements

Section 1, The Association, its Employees and independent contractors
shall obtain and maintain in full force and effect at all times casualty, liability and other
insurance as hereinafter provided, All such insurance shall be obtained to the extent possible
from responsible companies duly duly licensed and authorized to transact business in the State of
Arizona. All such insurance, to the extent possible, shall name the Association as the insured in
its capacity and also either as Attorney-in-fact or Trustee for all Owners and any mortgagees, as
their interests may appear, The Board of Directors shall review all such insurance at least
annually and shall be responsible to set the amounts thereof as it deems necessary or appropriate,
To the extent possible such casually insurance shall:

A. Provide for a waiver of subrogation by the insurer as to
claims against the Association, its Directors, officers, employees and agents and against each
Owner and each Owner’s employees, agents and invitees and any other person for whom the
Association and any mortgagee may be responsible;

B. Provide that the insurance cannot be unreasonably
cancelled, invalidated, or suspended on account of the conduct of the Association, its officers,
Directors, employees or agents or of any Owner, or such Owner’s employees, agents or invitees
or any other person for whom the Association or any Owner may be responsible;

Cl Provide that any “no other insurance” clause in the
insurance policy shall exclude any policies or insurance maintained by any Owner or mortgagee
and that the insurance policy shall not be brought into contribution with insurance maintained by
any Owner or mortgagee;

D. Provide for a standard “without contribution” mortgage
clause endorsement in favor of the mortgagees of any Lot on all or any part of the property; and

E, Provide that the policy of insurance shall not be terminated,
cancelled or substantially modified without at least thirty (30) days prior written notice to the

20150758297

Association and each Owner and to each mortgagee covered by any standard mortgage clause
endorsement.

The cost and expenses of all insurance obtained by the Association shall
be a general, Common Expense to be covered by Assessments as further provided in this
Declaration.

Section 2, Casualty Insurance. The Association shall obtain and maintain
casualty insutance covering the Common Area against loss or damage by fire or such other
hazards as are covered under standard extended coverage policies including, without limitation,
vandalism and malicious mischief for the full insurable replacement cost of such Common
Areas.

Section 3, Public Liability and Property Damage Insurance. The

Association shall obtain and maintain and require same of any contractors retained by the
Association comprehensive public liability and property damage insurance covering bodily
injury liability, property damage liability and automobile bodily injury. The Association and
each Owner shall be insured with respect to liability arising out of the Association’s ownership,
maintenance, repair or operation of the Common Area. Limits of such coverage shall be not less
than $5,000,000.00 per injury and per occurrence with respect to bodily injury liability and
$1,000,000.00 for each occurrence with respect to property damage liability or such higher
amounts as the Board of Directors deem appropriate from time to time.

ARTICLE VII

Destruction, Condemnation or Obsolescence of the Common Area

Section 1. Definitions, The following terms shall have the following
definitions:

A. “Substantial Destruction” shall exist whenever the Boatd of
Directors of the Association determines that as a result of any casualty, damage or destruction to
the Common Area or any part thereof, the excess of the estimated cost of restoration (as herein
defined) over available fimds (as herein define) is 50% or mote of the estimated restored value of
the Common Area (as herein defined),

B, “Partial Destruction” shall mean any other casualty, damage or

destruction of the Common Area or any part thereof.

C. “Substantial Condemnation” shall exist whenever the Board of
Directors of the Association determines that a complete taking of the Common Area has
occurred or that a complete taking of the Common Area by condemnation or eminent domain or
by grant of conveyance in lieu of condemnation or eminent domain has occurred such that the
excess of the estimated cost of restoration or available funds is 50% of more of the estimated
restored value of the Common Area,

20150758297

D. “Partial Condemnation” shall mean any other such taking
eminent domain or grant of conveyance in lieu of eminent domain.

E. “Restoration”, in the case of any casualty, damage or
destruction, shall mean restoration of the Common Area to a Condition the same or substantially
the same as the condition in which it existed prior to the casualty, damage or destruction; in the
case of condemnation, shall mean restoration of the remaining portion of the Common Area to an
attractive, sound and desirable condition.

FE, “Restored Value” of the Common Area shall mean the fair
market value of the Common Area after restoration.

G. “Available Funds” shall mean any proceeds of insurance or
condemnation awards or payment in lieu of condemnation or any uncommitted income or funds
of the Association, other than the income or funds derived through Assessments. Available funds
shall not include that portion of insurance proceeds legally required to be paid to any party, other
than the Association, including any mortgagee, for all or any part of the Common Area, or that
portion of any condemnation award or payment in lieu of condemnation payable to the Owner of
the Lot or Lot and Partial Lot for the condemnation or the taking of that Owner’s Lot or Lot and
Partial Lot.

Section 2. Restoration of Common Area, Restoration of the Common Atea
shall be undertaken by the Association without a vote of the Owners in the event of a Partial
Destruction or Partial Condemnation. In the event of Substantial Destruction or Substantial
Condemnation, such restoration shall be undertaken unless the Board obtains the prior written
consent of the Owners and first mortgagees to such non-restoration and if there are any proceeds
or awards to the use of such proceeds or awards for a purpose other than the restoration of the
Common Area, is obtained as follows:

A. If Declarant then owns any Lots or Lots and Partial Lots,
such consent shall be obtained from Declarant and not less than two-thirds of the Owners of all
Lots and Lots and Partial Lots not owned by Declarant; and

B. If Declarant then owns no Lots or Lots and Partial Lots
such consent shall be obtained fiom not less than two-thirds of the Owners of all Lots and Lots
and Partial Lots.

For purposes of both subparagraphs A and B, before the written consent of
the Owners of any Lot which is subject to a mortgage shall be effective, the first mortgagee of
such Lot shall have consented in writing to such non-restoration and to the use of any such
proceeds or awards for a purpose other than the restoration of such Common Area and all
appropriate governmental entities shall have consented to and approved the non-restoration of
the Common Atea.

10

20150758297

Section 3. Sale of the Properties, In the event of Substantial Destruction or
Substantial Condemnation, if the requisite number of first mortgagees, the appropriate
governmental entities, and the Owners consent to such non-testoration as provided in the
preceding paragraph, the Common Atea shall be sold except for those portions of the Common
Area which remain desirable and which are independent of the destroyed or condemned portion.
Jn the event of such sale, the proceeds of sale and any insurance proceeds or condemnation
awards or payments in lieu of condemnation shall be distributed by the Association to the
Owners of Cots and Lots and Partial Lots with each Lot and Lot and Partial Lot, receiving an
equal portion. Such payments shall be made to Owners or as to Lots and Lots and Partial Lots
which are mortgaged of record at the time of such payment, jointly to such Owner and the
mortgagee.

Section 4. Authority of the Association to Restore or Sell. The
Association, as Attorney-in-fact for each Owner, shall have full power and authority to restore or
to sell the Common Area and related facilities whenever restoration or sale, as the case may be,
is undertaken as hereinabove provided. Such authority shall include the right and power to enter
into any contracts, deeds or other instruments which may be necessary or appropriate for
restoration or sale, as the case may be.

Section 5, Special Assessments for Restoration, Whenever restoration is

undertaken the Association may levy and collect Assessments from the Owners in equal
proportions, payable over such period as the Association may determine to cover the cost and
expenses of restoration to the extent not covered by available funds. Such special Assessments
shall be secured by a lien on the Lot or Lot and Partial Lot of each such Owner as in the case of
Regular Assessments. Such Assessments shall also be personal obligations of the Owners of the
Lots and Lots and Partial Lots at the time the assessment is levied and shall run with the land in
the same manner as regular Assessments. If it is not paid when due, such special Assessinent
may be recovered by foreclosure of the lien against the Lot or Lot and Partial Lot of such Owner
as hereinabove; provided, however, that such Lien shall be subordinate to the Lien of a prior
recorded first mortgage on the applicable Lot or Lot and Partial Lot acquired in good faith and
for value, except for the amount of the unpaid Assessments which accrue from and after the date
on which such first mortgagee acquires title to or comes into possession of the applicable Lot or
Lot and Partial Lot and if any Lien for unpaid Assessments prior to such date has not been
extinguished by the process by which such first mortgagee acquires such title or possession, such
first mortgagee shall not be liable for such unpaid Assessments, and upon written request to the
Board of Directors by such first mortgagee such Lien shall be released in. writing by the
Association. The Association shall have the right, acting alone, to adjust or settle any award
payable to it.

Section 6. Receipt and Application of Condemnation Funds. Except as

expressly provided herein, all condemmation, damages or other proceeds constituting awards in
condemnation or eminent domain or payments in lieu of condemnation or eminent domain on
account of the taking of the Common Area, related facilities and easements shall be payable to
the Association.

11

20150758297

ARTICLE VIII

Owners’ Proportionate Share of Payments and Distributions

Except for the exemption of the Declarant and Trustee as herein provided
and except for any special charges, fines, or Assessments attributable to particular Lots or Lots
and Partial Lots or Owners in accordance with the terms of this Declaration, ail Assessments by
the Association for any purpose whatsoever shall apply equally to each Lot or Lot and Partial Lot
and the Owner of each Lot or Lot and Partial Lot shall be obligated to pay an equal portion of
such Assessment for each Lot or Lot and Partial Lot owned by him, her or it.

ARTICLE IX
Architectural Control

Section 1, Reservation. For the purpose of preserving the values and
amenities in an upon the Properties to the reservation of architectural control hereinafter
provided, which reservation is for the benefit of the Properties and each Owner of atty part
thereof as well as for the benefit of the Declarant, there is hereby reserved architectural control to
an Architectural Committee designated by the Declarant. After all of the Lots are sold to
individual members of the public, the Architectural Committee shall be selected by the Board of
Directors of the Association, Such reservations shall run with the land, except as otherwise
amended, released or modified.

Section 2, Approval. No building shall be erected, placed or altered on any
lot until the construction plans and specifications on the plan showing the location of the
structure have been approved by the Architectural Committee as to quality, workmanship and
materials, fences, walls and landscaping, harmony of external design with existing structures and
conformance with the restrictions set forth herein and as to location with respect to topography
and finish grade elevation. Alterations shall include painting and landscaping and special
placement of antennae, heating, air conditioning and solar panels. Any request for such
improvements shail be submitted fo the Architectural Committce in writing and shall be
accompanied by plans and specifications describing in detail the nature, kind, shape, height,
painting, materials, color, location, and other material attributes of the proposed improvements.
If the Architectural Committee fails to disapprove the proposed plans and specifications within
thirty (30) days after said plans and specifications have been submitted to and received by it,
they shall be deemed approved. The failure of the Architectural Committee to exercise the power
of approval or disapproval in one or more instances shall not be deemed to constitute a waiver of
the right to exercise the power in other or different instances, Likewise, approval of any one set
of plans and specifications shall not be deemed to constitute approval of any other or different
plans and specifications or of the same at a different time and location, Each decision of the
Architectural Committee shall be based on all of the facts and circumstances, applied in a
uniform, nondiscrimatory manner,

Section 3. Finality of Decisions, All decisions of the Architectural
Committee shall be final and no Owner or other person shall have recourse against the

12

20150758297

Association, the Architectural Committee or any member thereof for approving any plan or for
its failure or refusal to do so.

Section 4. Duration. All of the properties, including the Common Area and
Related areas and any Lot, shall be and remain subject to this reservation during the tenn of this
Declaration, notwithstanding the conveyance thereof by Declarant or any subsequent Owner.

Section 5. Members. The individuals appointed by the Declarant shall
serve at the pleasure of the Declarant. The Declarant shall have the right to remove and replace
the committee members and appoint new members to replace the current members until the last
Lot is sold, as it, in its sole discretion, determines. The initial members of the Architectural
Committee shall be Robert C, Hamilton and Joseph H. Wimberly, Jr.

Section 6, Inapplicability to Declarant. For so long as Declarant, or its

successors own any Lot and wish to construct improvements thereon, Declarant need not apply

to the Architectural Committee, but shall otherwise construct said improvements in conformity
with this reservation.

Section 7, Partial Lots, All of the foregoing restrictions shall apply equally
to Partial Lots and the Lots to which they are appended.

ARTICLE X

Use Restrictions on Lots

Section 1. Lots. All Lots shall be used exclusively for single-family
residential purposes and ate hereby further restricted as follows:

A. New and Permanent Construction. All improvements shall

be of a new and permanent construction and no improvements shall be moved onto, from or
within any Lots; provided, however, that temporary structures may be placed and maintained on
a lot in connection with the construction of improvements thereon, if previously approved and
authorized in writing by the Declarant or the Architectural Committee. Any such temporary
structure shall be promptly removed upon completion of the construction to which it relates, and
in no event later than twelve months from the date it is placed upon the Lot,

B, Prosecution of Construction, Maintenance and Repairs. All

construction, maintenance and repair work shall be prosecuted diligently from commencement
until completion, All buildings shall be completed within one year after the commencement of
construction (in accordance with plans and specifications approved by the Architectural
Committee) and the landscaping of each Lot, (in accordance with the plans and specifications
approved by the Architectural Committee) shall be completed within 120 days after a certificate
of occupancy is issued for the dwelling constructed thereon, In the case of any dwelling unit used
as a model, all fencing, garage doors and all other improvements required to fully use the model
for single-family residential purposes shall be installed within thirty (30) days of the date on
which the Owner or Owners thereof cease to use the dwelling unit as a model, In the event any

13

20150758297

building is destroyed or damaged by fire, act of God, or other occurrence, such damage must be
repaired and reconstructed within twelve (12) months after such damage or destruction. The time
limits set forth in this Paragraph shall be extended by any periods during which construction is
not able fo proceed due to acts of God, labor disturbances, actual inability to procure necessary
materials or other causes beyond the reasonable control of the Owner.

Cc. Television Antennae, All television antennae and other
apparatus, including satellite dishes shall be installed in such a manner as to be concealed from
other Lots and dwelling units adjacent streets, alleys and Common Ateas, unless approved by the
Architectural Committee.

D. Heating, Air Conditioning and Solar Panels, All heating,

cooling, air conditioning units and any solar panels or water heaters shall be installed in such
manner as to be concealed from any other Lots and dwelling units, adjacent streets, alleys and
Common Areas unless approved by the Architectural Committee. Additionally, the Architectural
Committee may require that all such equipment must be installed at ground level,

E. Garages and Motor Vehicles. Motor vehicles owed or in the
custody of any Owner may be parked only in such garage or driveway located upon the Owner’s
Lot. Notwithstanding the foregoing, no Owner may park a motor vehicle of auy type or nature in
excess of one week in a driveway on such Owner’s Lot without removing the motor vehicles
from the Lot or placing them inside Owner’s enclosed garage, except with the prior written
approval of the Architectural Committee. Any vehicle which is not so patked may not be kept on
the property, and the Association may have it towed away, assessing such cost to the Owner of
said Lot, with a lien placing on said Lot (in the same manner as other Assessments).

F, Minimum Square Footage. No dwelling having a total floor
area of less than 2,000 square feet, exclusive of open porches, pergolas, or attached garages, if
any, shall be erected, permitted or maintained on any Lots,

G. Maintenance and _Repair__of Improvements. No
improvements shall be permitted to fall in disrepair and any such improvement shall at all times
be kept in good condition inside and out, Owners shall maintain in good repair all exterior
surfaces including, but not limited to, walls, porches, patios, roofs and appurtenances. Garages
shall be kept at all times in a neat and tidy manner and garage doors shut whenever not in use for
access or egress. Shrubs, trees, grass and plantings on any Lots shall be kept by the Owner at all
times neatly trimmed, properly cultivated, free from trash, weeds or other unsitely materials,

H. Storage. No exterior storage of any kind shall be permitted
except with prior written approval of the Architectural Committee, Any such storage as is
approved and authorized shall be in areas attractively screened or concealed (subject to approval
from the Architectural Committee) from view from other Lots, Common Areas, alleys, and
streets, This provision shall apply, without limitation, to trash and garbage, woodpiles, camping
trailers, boat trailers, travel trailers, boats, motorhomes and pickup camper units and no
automobile, motorcycles, truck, or other vehicles, wagon, trailer or boat, regardless of
ownership, age, condition or appearance, shall remain on any Lot in any manner which could be

14

20150758297

construed as being stored, neglected, abandoned or otherwise not in frequent use. Without
limiting the foregoing, no Lot Owner shall permit any balcony to be used for storage, trash
receplicles, litter or any other use which in the sole and absolute discretion of the Architectural
Comunittee or the Board of Directors shall constitute an unsitely use.

IL, Garbage. No garbage or trash shall be placed outside of any
building except in containers meeting the specifications of the City of Glendale and County of
Maricopa. All rubbish, trash and garbage shall be regularly removed from each Lot and shall not
be allowed to accumulate thereon.

J Building Location. All buildings shall be located on the
respective Lots in compliance with the side, front and rear yard set back requirements of the City
of Glendale in effect as of the date on which the building permit for the respective Lot is issued,

K, Fences and Walls, All fences encompassing the perimeter
Lot lines of each of the respective Lots shall be of block or wrought iron construction or a
combination thereof. No solid walls or fence shall be constructed or maintained on any Lot that
exceeds six (6) feet in height (except the walls of the building constructed on any of said Lots)
without the prior approval of the Architectural Committee, No solid wall, fence or hedge shall be
constructed or maintained that exceeds three (3) feet in height closer than twenty-five (25) feet
from the front Lot line of any of said Lots.

L. Roofs, All of the roofs located within the subdivision shall
be of clay or concrete title construction, unless otherwise authorized by the Architectural
Committee,

M. Pets, Dogs, cats or other household pets may be kept,
provided, however, they are not kept, bred or maintained for commercial purposes. All pets must
be kept in the fenced yard on the leash.

N. Animals, No cows, sheep, goats, poultry or horses shall be
raised, bred or kept on any Lot,

oO. Nuisances, No noxious or offensive activity shall be carried
on upon any Lot nor shall anything be done thereof which may be or may become an annoyance
or nuisance to the neighborhood. Not store, office or other place of business of any kind and no
hospitals, sanitarium or other place for care or treatment of the sick or disabled, mentally or
physically, nor any theatre, saloon, or other place of entertainment shall be at any time erected or
permitted upon any of the residential Lots or any part thereof.

P. Signs. No sign of any kind shall be displayed to the public
view on any Lot except that traditional mailboxes, residential nameplates and not more than one
sign of not more than four square feet advertising the property for sale or rent, or signs used by
the builder to advertise the property during the construction and sales period, which shall be
promptly removed upon completion of the builder’s construction activities on the Lot,

15

20150758297

Q. Violations of Statutes or Ordinances and Regulations, No

Lot shall be maintained or utilized in such manner as to violate any applicable statute, ordinance,
or regulation of the United States of America, the State of Arizona, the County of Maricopa, the
City of Glendale, or any other governmental agency or subdivision having jurisdiction over the
property or in the violation of the Declaration or of any Covenants, Conditions, or Restrictions
applicable to said Lot.

R. Exemption for Purposes of Construction, Development and
Sale. The restrictions contained in this Declaration shall not apply to the Declarant, its agents,
servants, employees, contractors or subcontractors or other persons on the property for the
benefit of Declarant. Declarant shalf have the right during the period of construction,
development and sale to grant reasonable and specifically limited exemptions from there
restrictions to any other developer, builder, contractor or any Owner, Any such exemptions shall
be granted only upon specific written tequest itemizing the exemption requested, the location
thereof, the need therefore, and the anticipated duration thereof, and any authorization and
approval thereof shall be similarly itemized. No such exemption shall be broader in terms of
activity, location or time than reasonably required.

8. Sight Distance at Intersections. No fence, wall, hedge,

shrub or tree planting which obstructs sight lines at elevations between two (2) and six (6) feet
above the roadways shall be placed or permitted to remain on any corner Lot within the
triangular area formed by the street property lines (extended) and a line connecting them at
points twenty-five (25) feet from the intersection of the street property lines. The same sight line
limitation shall apply on any Lot within ten (10) feet from the intersection of a street property
line with the edge of a driveway.

T. Oil and Mining Operations. No oil drilling, oil development
operations, or refining, quarrying, or mining operations of any kind shall be permitted upon or in
any Lot nor shall oil wells, tanks, tunnels, boring excavations, or shafts be permitted upon or in
any Lot. No derrick or other structure designed for use and boring for Oil or natural gas shall be
erected, maintained or permitted upon any Lot, The provisions of this Paragraph are subject to
any matters that may appear of record,

UL Exterior Construction, The exterior construction of all
houses will be block or stucco except for wood trim and facia, gable ends and such other areas as
may be approved by the Architectural Committee,

Vv. Failure of Owner to Abide by Restrictions, In the event any
Owner fails to abide by these restrictions, the Association or Atchitectural Committee shall
remedy or cure, in whatever manner, such non-compliance or violation at the expense of said
Owner, Assessed to said Owner and liened against said Lot in the manner otherwise provided
herein for the levy of Assessments,

16

20150758297

Section 2. Construction Requirements

A. It is the intention of the parties hereto that the Owner shall
construct a single-family residence on the Lot. In the event Owner shall fail or neglect to
commence the construction of a single-family residence on the Lot within twelve months after
the date of the Lot purchase or shall fail or neglect to complete such residence within twenty-four
months after that date (except for causes beyond the reasonable control of Owner, such as
strikes, acts of God, or other natural disasters outside of Owner’s control); or if a Owner shall
abandon the construction of said residence for period in excess of thirty days; or if Owner does
not comply with the terms and conditions relating to any architectural control committee or these
Declarations; or if prior to the completion of construction in accordance with the approved plans
and specializations, Owner files for relief under any state or federal bankruptcy, reorganization.
or insolvency law or any involuntary petition under any such law as filed against Owner which is
not dismissed or quashed within sixty days; or if there is a taking of the interest of the Owner of
the Lot upon execution, attachment, or other process of law or equity without the quashing of the
same within fifteen days after the levy thereof, then in any of such events Declarant shall have
the right and option, but shall not be obligated to repurchase from Owner the Lot, including any
and all improvement or additions thereto, Declarant may exercise said option by giving notice
thereof in writing to Owner. Declarant shall have sixty days after Owner’s failure to construct
within which to proceed to close an escrow to repurchase the Lot. In the event Declarant fails to
exercise its option to repurchase the Lot as hereinafter provided within sixty days following
Owner's failure to construct, and after receipt of notice, its option to repurchase the Lot arising
under that default shall expire; provided, however, that the failure to exercise the option to
repurchase the Lot in the event of a default shall not constitute a waiver of any succeeding
default or any other right to repurchase as a result of any such succeeding default, nor shall it
conflict with the provisions of Paragraph B below. Upon exercise of said tight and option,
Declarant shall pay to Owner, as the purchase price therefor, the amount of the original purchase
price paid by Owner on said Lot, excluding interest and other loan costs and other items, together
with Owner’s actual out-of-pocket costs for all improvements or additions located thereon, less
the total amount of any mortgage, lien, or deed of trust which the Lot is subject, the brokerage
commission paid by Declarant the cost of the standard owner’s title insurance policy in the
amount of the purchase price, and less any other costs or expenses including reasonable attorney
fees, which Declarant may incur to enforce this option and to obtain said tifle insurance policy in
the same form as that originally issued to Owner (excepting any construction loan, which may
have subsequently been placed upon the Lot), Declarant shall have the right to assume any
mortgage or deed of trust and construction loan to which the Lot is subject. Within ten days after
receipt by Owner of notice of exercise of the option, Owner shall furnish to Escrow Agent and
Declarant an itemized statement of all costs together with checks, receipts and other documents
supporting such costs. If Owner fails to furnish said documents within the time period set forth
above, the purchase price of the Lot shall not include these costs, Owner shall execute and
deposit with Escrow Agent a warranty deed in a form approved by Declarant and affidavit of
value prior to the closing of escrow and any other documents reasonably required by Escrow
Agent and Declarant to effectuate this right and option. Upon receipt by Escrow Agent of said
notice by Declarant of the existence of this option and all the requisite funds, Escrow Agent shall
have the right to deliver such funds and record such documents as may be required for this

17

20150758297

purpose. Owner agrees to execute such other and further documents in recordable form setting
forth the terms hereof, which documents may be recorded by Declarant.

Notwithstanding anything to the contrary contained herein, Owner shall
not commence construction of the single family residence on the Lot without first paying off and
satisfying all loans and other encumbrances on the Lot associated with the original purchase of
the Lot. For this purpose, Owner shall pay the principal balance and all accrned interest to the
Lender of the mortgage loan used by Owner to purchase the Lot, Until such time as Owner has
satisfied all underlying encumbrances on the Lot, Owner shall not commence construction of the
single family residence contemplated herein.

B. In the event an Owner fails to commence construction
within three years after Declarant has transferred title to said Owner and provided that Declarant
has not exercised its rights under sub-paragraph A above, and provided further that said Owner
has not otherwise obtained the consent of Paloma Corporation (which consent shall not be
unreasonably withheld), Paloma Corporation shall have the right, but not the obligation, to
purchase from Owner said Lot on the same terms and conditions as otherwise available to
Declarant in sub-paragraph A above,

Section 3. Declarant’s Restriction on Multiple Sales. In the event
Declarant sells two or more Lots to any third party purchaser, such third party purchaser must

first obtain the consent of Paloma Corporation to any subsequent sale of such Lots or Lots,
where such Lots are soid without improvements completed thereon. The consent required under
this section and all other consents required of Paloma Corporation shall be based on the facts and
circumstances presented and shall not be unreasonably withheld.

Section 4, Partial Lots, All of the restrictions contained in this Article X
shall apply with equal force and effect to any Partial Lots and to the Lots to which they are
appended.

ARTICLE XII
Easements

Section 1, Utilities. There is hereby created a blanket easement upon,
across, over and under the Common Area and the Properties for ingress, egress, installation,
replacement, repairing and maintaining all utilities serving the property including, but not limited
to, water, sewer, gas, telephone and electricity, cable or satellite television and/or a master
television antennae system, By virtue of this easement, it shall be expressly permissible for the
providing utility to erect and maintain necessary equipment on said property and to affix and
maintain wires, circuits and conduits on, above, across and under the roofs and exterior walls of
the improvements on the surface of the grounds. Notwithstanding anything to the contrary
contained in this paragraph, no sewer systems, electrical lines, water lines, gas lines, telephone
lines or other utilities may be installed or relocated except as initially programmed or approved
or marketed by Declarant. This easement shall in no way affect any other recorded easements on
said property.

18

20150758297

Section 2. Common Area. Declarant hereby reserves an easement over and
upon the Common Area and the improvements located in and upon the Common Area and the
Properties for the purpose of the development and sale of the property. Such easements shall
entitle the Declarant, its agents, assigns, brokers, salesman and contractors and subcontractors of
the buildings, structures and improvements to utilize the Common Area, the Properties, the
buildings, structures and improvements thereon during the period of construction and sale of the
lots and improvements thereon to conduct such activities as, in the sole opinion of Declarant,
may be reasonably required, convenient or incidental to the development and sale of such lots
including, without limitation, a business office, Storage area, construction yards, signs,
billboards, model units and sales offices,

Section 3. Partial Lots. The easements reserved hereunder shall apply
equally to Partial Lots and the Lots to which they are appended.

ARTICLE XU
RESATRICTIONS AS TO LAKES AND LAKES LOTS

Section 1. Definitions. As used herein, the term “Lake” shall include any
body of water located on or among the Common Areas or Properties, which is regularly used as a
reservoir and is so designated in Tract A. The term “Lake Lots” shall include all Lots of an
Owner (excluding declarent which abuts, is adjacent to or contiguous with any Owner’s Lot,

Section 2, Additional Restrictions, In addition to the use restrictions and
other covenants, conditions, and reservations contained herein, the following restrictions shall
apply to all Owners and Owners of Lake Lots as follows:

(a) With respect to all Owners, there shall be no swimming in the
Lakes at any time except in the case of emergency. No power boats whether electrical or fuel
powered shall be permitted on any lake, except for boats used by the Association for
maintenance or patrolling the Lakes. Fishing, if any shall only be allowed if so permitted by the
Association, in accordance with any rules, regulations and required licenses which the
Association may require.

(b) —_ With respect to any Owner of a Lake Lot, the Owner of such Lake
Lot shall not construct any docks or other structures located in or adjacent to any lake or
Common Area without the prior written approval of the Association and Architectural
Committee. No owner of a Lake Lot may otherwise store any materials in or about any Lake or
Common Area and shall otherwise be governed by the additional restrictions referenced in
subparagraph (a) above.

(c) The Association shall have the right to establish such additional

tules and regulations concerning the use and access of the Lakes and the Lake Lots, as it shall
deem to be in the best interest of the Owners and Members and shall have the right to establish

19

20150758297

such fees for access or use of the Lakes, as it shall determine. It may be necessary for the
Association to appoint one or more committees to patrol the use of the Lakes, which such
committee or person shall have authority to restrict the usage of such Lakes and Lake Lots,
including barring any Owner or Member from the use thereof, when such Owner or Membet is
found in violation of any regulation of the Association or Committee established to patrol said
Lakes, The Association or Committee appointed thereby may also restrict the use of such Lake
Areas and related facilities on account of any other violation contained in this Declaration.

Section 3. Partial Lake Lots. In the event any Owner owns a Lake Lot and
a Partial Lot, the additional restrictions contained in this Article XIII shall apply equally to the
Partial Lot and the Lake Lot to which it or they are appended.

ARTICLE XIV

Mortgages of Common Area

Except for the construction liens by the Declarant, the Association shall
not mortgage, encumber or allow any lien to attach to the Common Area in excess of 50% of the
appraised market value of all of the Lots and improvements thereon at the time such lien attaches
without the consent of the Owners of at least 51% of the Lots. No Owner shall have the right or
authority to make or create or cause to bé made any mortgage or other lien or security interest on
or affecting the property or any part thereof except only to the extent of his or her Lot and rights
appurtenant thereto.

ARTICLE XV
MISCELLANEOUS

Section 1. Remedies. In the event that any Owner, Member, resident or
other person upon the property including any Lot, dwelling unit, Common Area or elsewhere
shall fail to comply with the provisions of the Declaration, the Articles, the Bylaws or the Rules
and Regulations of the Association, the Association shall have each and all of the rights and
remedies provided for in this Declaration, the Articles, the Bylaws or said Rules and Regulations
or which may be available at law or in equity and may prosecute any action or other proceedings
against such Owner or other person for enforcement of such provisions or for foreclosure if its
lien, damages or injunctive relief or specific performance or judgment for payment of money and
collection thereof or any combination of such remedies or any other or further relief which may
be available at law or in equity. All expenses of the Association in connection with any such
action or proceeding, including coutt costs and reasonable attorneys’ fees and other fees and
expenses and all damages, liquidated or otherwise, together with interest thereon at the zate
determined by the Board of Directors, not to exceed 18% per annum until paid, shall be charged
to and assessed against the defaulting Owner, and shall be added to and deemed a part of his
Common Expenses and the Association shall have a lien upon the Lot of such defaulting Owner
and upon all of his or her additions and improvements thereto for all of the same as well as for
nonpayment of his or her respective share of the Common Expenses. In the event of any such
breach by any Owner, the Association shall also have the authority, with or without legal process

20