DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS AND GRANT OF EASEMENTS FOR ELKHORN VILLAGE THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT OF EASEMENTS FOR ELKHORN VILLAGE is made this 24th day of July, 2020, by Blackmore Homes, LLC, a Wyoming limited liability company (hereinafter referred to as "Declarant"). The capitalized terms used in the following Recitals are defined in Article I. RECITALS A. Declarant is the owner of that certain real property located in Natrona County, Wyoming, more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Property"). B. Declarant contemplates that additional real property located in Natrona County, Wyoming, adjacent to or in the vicinity of the Property may be developed in conjunction with the Property (the "Annexable Property"). At some future time, in accordance with this Declaration, Declarant may or may not annex all or a portion of the Annexable Property into the jurisdiction of this Declaration. All portions of the Annexable Property annexed into and made subject to the jurisdiction of this Declaration are referred to herein collectively as the "Annexed Property," and at that time subject to this Declaration or a Supplemental Declaration. A more detailed description of the Annexable Property will be provided at the time that property is identified. C. The Property, the Annexed Property and all improvements now or hereafter located thereon and all easements, rights, and appurtenances belonging thereto and all real property which is later made subject to this Declaration, shall be referred to in this Declaration as the "Community." D. Declarant deems it desirable to impose a plan for the development, maintenance, improvement, protection, use, occupancy and enjoyment of the Community, and to establish, adopt and impose covenants, conditions and restrictions upon the Community for the purpose of enforcing, protecting and preserving the value, desirability and attractiveness of the Community. The Community is not a cooperative. E. The Community includes the formation of a non-profit corporation formed pursuant to the Wyoming Nonprofit Corporation Act to which will be assigned the powers of (1) owning, maintaining and administering the Common Area; (2) administering and enforcing this Declaration; and (3) collecting and disbursing the assessments and charges hereinafter created. 1 F. Elkhorn Village Homeowners Association, Inc., a Wyoming nonprofit corporation ("Association"), has been or will be incorporated under the laws of the State of Wyoming for the purpose of exercising the aforesaid powers. G. The Community is to be held, conveyed, encumbered, leased, used and improved subject to covenants, conditions, restrictions and easements in this Declaration, all of which plan for subdividing, maintaining, improving and selling the Lots in the Community. All provisions of the Declaration are imposed as equitable servitudes on the Community. All covenants, conditions, restrictions and easements in this Declaration shall run with and burden the Community, and be binding on and for the benefit of all of the Community and persons acquiring any interest in the Community. H. Declarant desires to establish certain covenants, conditions and restrictions upon each and every portion of the Property, which constitute the general scheme (1) for the use and management of the Property in accordance with the provisions of this Declaration as a residential community called "Elkhorn Village" and (2) for the purpose of enhancing and protecting the value, desirability and attractiveness of the Community and the quality oflife for the Owners and occupants thereof. Article I Definitions Unless otherwise expressly provided, the following words and phrases when used in this Declaration shall have the following meanings. "Architectural Review Board" or "ARB" shall mean that permanent committee of the Association, created for the purpose of establishing and enforcing criteria for the construction of Improvements on Lots within the Community as established in the Design Guidelines. "Articles of Incorporation" or "Articles shall mean the Articles oflncorporation of the Association, as filed with the Secretary of the State of Wyoming. "Assessments" shall mean Regular Assessments, Compliance Assessments and Special Assessments. "Association" shall mean Elkhorn Village Homeowners Association, Inc., Wyoming nonprofit corporation, its successors or assigns. "Association Rules" shall mean the rules and regulations of the Association adopted from time to time by the Board, as amended from time to time. "Board of Directors" or "Board" shall mean the group of individuals with the primary authority to manage the affairs of the Association. "Bylaws" shall mean the Bylaws of the Association as they may be amended from time to time. 2 "Close of Escrow" shall mean and refer to the date on which a deed to a Lot is recorded in the Official Records of Natrona County, Wyoming. The term "Close of Escrow" shall not include the recordation of a deed between Declarant and any successor or assignee of Declarant. "Class A Member(s)" shall mean all Owners, but excepting there from Declarant for so long as a Class B membership exists. "Class B Member" shall mean the Declarant. "Class B Control Period" shall mean the period of time during which the Class B Member is entitled to appoint a majority of the members of the Board of Directors, as provided herein in Article III. "Common Area" shall mean the real property (and Improvements thereon) and easements owned and held by the Association for the use and enjoyment of the Owners, that consist of the Private Streets, Community Entry Facilities and related Improvements, Trails, sidewalks, parkways, street lighting and entry monumentation. "Common Expenses" shall mean the actual and estimated costs to be paid by the Association for the common benefit of all Owners of Lots in the Community. Unless otherwise indicated, the Common Expenses shall include all costs and expenses incurred by the Association in connection with the following: (a) owning, insuring, maintaining, managing, operating, repairing and replacing all Common Area; (b) managing and administering the Association and ARB, including, but not limited to, compensation paid by the Association to managers, accountants, architects, engineers, budget consultants, attorneys, biologists, botanists and other consultants and any Association employees, and all general office and administrative costs and expenses incurred by the Association and ARB; (c) providing utilities and other services to the Common Area; ( d) maintaining insurance coverage as provided for herein; ( e) paying that portion of any Assessment attributable to Common Expenses not paid by the Owner responsible for payment; (f) paying taxes for the Association and in relation to Association-owned property; (g) paying all reasonable out-of-pocket expenses actually incurred by the members of the Board of Directors and officers of the Association and ARB in performing their duties as provided herein; (h) enforcing the provisions of the governing documents of the Community; and (i) paying for all other goods and services as reasonably required by the Association to perform its powers and duties as set forth herein. The Common Expenses shall also include adequate reserves as the Board shall determine to be appropriate for the repair and/or replacement of those elements of the Common Area which must be repaired or replaced on a periodic basis. "Community" shall mean and refer to the Property, Common Area, and all other property that may be annexed in accordance with the provisions of this Declaration so as to be subject to this Declaration and to the jurisdiction of the Association. "Community Entry Facilities" shall mean and refer to those certain Improvements (including, but not limited to, private streets, directories and telephonic equipment, street lights, decorative lighting, landscaping and related irrigation systems and decorative walls and fences) which have been or will be constructed by Declarant on the portions of the Common Area which 3 serve as the entrances into the Community (or portions of the Community), and which have been accepted by the Association for maintenance, repair, and replacement by the Association. "Compliance Assessments" shall mean the charge against an Owner and respective Lot representing the costs incurred by the Association in the repair of any damage to the Common Area and facilities for which such Owner was responsible, the costs incurred by the Association in bringing such Owner and Owner's Lot into compliance with this Declaration, or any amount due to the Association based upon disciplinary proceedings against an Owner in accordance with this Declaration. "County" shall mean Natrona County. "Declarant" shall mean Blackmore Homes, LLC, a Wyoming limited liability company, or a permitted assignee pursuant to Article XV, Section 6 below. "Declarant s Design Review Committee" shall mean the design review committee appointed solely by Declarant in accordance with the terms of the Design Guidelines. Declarant' s Design Review Committee may contain some or all of the same members as the initial ARB. Declarant's Design Review Committee shall have jurisdiction over matters requiring approval in accordance with the Design Guidelines relating to the construction of custom Residences and related Improvements, as further provided in this Declaration. "Declaration" shall mean and refer to this Declaration of Covenants, Conditions and Restrictions and Grant of Easements for Elkhorn Village and all exhibits hereto, as the same may be amended from time to time. "Design Guidelines" shall refer to design and development guidelines and application and review procedures that are promulgated by the ARB or Declarant's Design Review Committee pursuant to Article XII of this Declaration, as amended from time of time. "Final Subdivision Plat" shall refer to a final subdivision plat filed by Declarant and recorded in the find real property records in relation to all or portions of the Property, as the case may be. "Governing Documents" shall mean this Declaration, including any amendments or supplements thereto, the Articles of Incorporation, Bylaws, Design Guidelines, and any other documents which govern the use of property and activities within the Community. "lmprovements" shall mean and refer to all structures of any kind, including, without limitation, any building, fence, wall, sign, paving, grading, parking and building addition, pool, alteration, screen enclosure, sewer, draining, disposal system, satellite dishes, antennas, electronic and other signaling devices, decorative building, landscaping or landscape device (including, existing and planted trees and shrubbery) or object. Improvements shall also mean and refer to the following: (i) all exterior modifications to a Residence, (including, but not limited to, painting the exterior of any structure; changing the roof material, windows or exterior doors of any or other structure; and building, constructing or erecting any room additions and/or demolishing or conducting any remodeling); (ii) the demolition or destruction by voluntary 4 action of any of the foregoing improvements, structure or appurtenance thereto of every type and kind; (iii) the grading, excavation, filling or similar disturbance of the surface of the land, including, without limitation, change of grade, change of grade level, change of drainage pattern or change of streambed; of any amenities or facilities constructed on the Common Area (including, but not limited to, any private streets, storm and water quality control facilities, trails, landscaping, etc.); and (vi) any change or alteration of any of the foregoing (including, without limitation, any change in exterior appearance, color or texture. "Institutional Mortgagee" shall mean and refer to any person or entity who holds a permanent first priority Mortgage of public record on a Lot, and their successors and assigns. "Lot" shall mean a portion of the Community, whether developed or undeveloped, which is intended for the construction, use and occupancy as a single-family detached Residence. "Maintenance Guidelines" shall mean and refer to those certain general guidelines established by the Association regarding the ordinary and necessary maintenance, repair, replacement and/or restoration of the Common Area. Among other things, the Maintenance Guidelines set forth suggested minimum maintenance levels, recommended intervals for regularly scheduled maintenance items and recommended scope of maintenance practices and procedures. The Maintenance Guidelines are expressly intended to be flexible and may be modified by the Board from time to time as it deems prudent to adjust to the maturation of and/or changing conditions within the Community. "Member" shall mean a Person entitled to membership in the Association, as provided in Article III, Section 2. "Mortgage" shall mean a mortgage, a deed of trust, a deed to secure debt or any other form of security deed. "Mortgagee" shall mean a beneficiary or holder of a Mortgage. "Mortgagor" shall mean any Person who gives a Mortgage. "Notice and Hearing" shall mean and refer to written notice and the opportunity for a hearing before the Board of the Association, the ARB, or other tribunal created by the Board in the manner provided in the Bylaws or Association Rules, at which the affected Owner shall have an opportunity to be heard in person or by counsel at such Owner's expense, in the manner provided herein and in the Bylaws or Association Rules before any decision is reached. "Owner" shall mean one or more Persons who hold the record title to any Lot that is part of the Community, but excluding in all cases any party holding an interest merely as security for the performance of an obligation. "Person" shall mean a natural person, corporation, partnership, limited liability company, trustee, or any other legal entity. 5 "Phase" shall mean each separate phase of development in the Community for which a Final Subdivision Plat is issued by the required Public Agency. A Phase may consists of Lots and/or Common Area as described in this Declaration or in a subsequent Subdivision Plat recorded in the Office of the County Clerk for Natrona County, as provided in this Declaration. The annexation of Common Area shall not constitute a Phase. "Private Streets" shall mean and refer to any street, highway or other thoroughfare which is constructed by Declarant within the Community and is transferred by grant deed or easement to the Association, or as to which easements for the benefit of all Owners are granted on or noted as part of a Final Subdivision Plat for a Phase, whether the same is designated as a street, avenue, boulevard, drive, place, court, road, terrace, way, circle, lane, walk or other similar designation. "Property" shall mean the real property described in Exhibit A hereto. "Public Agency or Agencies" shall mean and refer individually and collectively to any of the various federal, state and local governmental agencies having jurisdiction over all or any portion of the Community, including, but not limited to, the Department of the Army Corps of Engineers, the United States Fish and Wildlife Service, the State of Wyoming, the Wyoming Department of Natural Resources,, Natrona County and the City of Casper, Wyoming. "Regular Assessments" shall mean the charge against each Owner and respective Lot representing an allocable portion of the Common Expenses of the Association. "Residence" shall mean a single-family residential dwelling structure, including attached or detached garage, and improvements affiliated with such dwelling and garage located within a Lot. "Slope Areas" shall mean those slope areas which will be maintained by the Association. Slope Areas maybe located in the Common Area. "Special Assessments" shall mean the charge against an Owner and respective Lot representing a portion of the cost of reconstructing any damaged or destroyed portion or portions of the Common Area and facilities, or of taking any extraordinary action for the benefit of the Common Area and facilities or the membership of the Association pursuant to the provisions of this Declaration. "Storage Facil iti es" shall mean the storage facilities constructed and owned by the Declarant or Association for the benefit of Owners. "Subdivision Plat" shall mean any subdivision plat filed with the required Public Agency for a portion of or the entirety of the Property. "Supplemental Declaration" shall mean an instrument executed, acknowledged and recorded by Declarant which imposes covenants, conditions or restrictions or reserves easements for a Phase which are unique to that Phase. 6 "Surface Water 1ana..,ement Sy tern" shall mean and refer to those lakes, storm drains, detention/retention basins, ditches and other facilities created and used as part of the drainage system serving the Community. "Trails" shall mean those recreational, pedestrian, bike, cross-country ski, or other trails which may be developed during the course of development of the Community. Article II Property Rights Section 1. General. Declarant hereby reserves and grants to each Owner a right and nonexclusive easement of use, access and enjoyment in and to the Common Area, subject to the following: (a) this Declaration and any other applicable covenants as they may be amended from time to time and to any restrictions or limitations contained in any deed conveying such property to the Association; (b) the right of the Board to adopt rules regulating the use and enjoyment of the Common Area, including rules limiting the number of guests who may use the Common Area; ( c) the right of the Board to suspend the right of an Owner to use recreational facilities within the Common Area (i) for any period during which any charge against such Owner's Lot remains delinquent, and (ii) for a period not to exceed 30 days for a single violation or for a longer period in the case of any continuing violation of the Declaration, the Bylaws or the rules of the Association Rules after Notice and Hearing, as provided for in the Bylaws; ( d) the right of the Association, acting through the Board, to dedicate or transfer all or any part of the Common Area as provided in this Declaration; (e) the right of the Association acting through the Board, to mortgage, pledge or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred; (f) subject to the terms and prov1s1ons of the Article herein entitled "Mortgagee Protection," the right of the Association to dedicate or transfer all or any part of the Common Area to any Public Agency, private party, 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: (1) an instrument approving said dedication or transfer is signed by two authorized officers of the Association attesting that Owners representing at least sixty-seven percent (67%) of the voting power of the Association, excluding Declarant, approved such action and is recorded in the Office of the County Clerk; and (2) a written notice of the proposed dedication or transfer is sent to every Owner not less than fifteen (15) days nor more than thirty (30) days in advance; provided, however, that the dedication or transfer of easements for utilities or for other public purposes consistent with the intended use of the Common Area shall not require the prior approval of the Members of the Association; 7 (g) the right ofDeclarant (and its sales agents, representatives and customers) to the nonexclusive use of the Common Area, and the facilities located thereon, without charge in order to market, show, sell and otherwise dispose of Lots in the Community, which rights Declarant hereby reserves; provided however, that such use shall cease upon the date Declarant (or its successor or assigns) fails to own a Lot in the Community. Such use by Declarant may not unreasonably interfere with the rights of enjoyment of other Owners as provided herein; (h) the right of the Association, acting by and through the ARB, to enact, from time to time, uniform and reasonable Design Guidelines, in accordance with the Article herein entitled "Architectural and Landscaping Control;" (i) the right of the Association to fulfill its obligations for maintenance, operation, repair and replacement of all Common Area under its jurisdiction; G) subject to the rights of Declarant in subsection (g) above and as provided in this Declaration, the right of the Association to reasonably restrict access to the Common Area; (k) the right of the Association to perform and exercise its duties and powers as set forth herein; (l) other rights of the Association, the ARB, the Board, the Owners, Merchant Builders, and Declarant with respect to the Common Area as may be provided in this Declaration. Section 2. Title to the Common Area. (a) Transfer of Title to Common Area. Declarant hereby covenants, for itself, its successors and assigns, that it will convey to the Association fee simple title to, or a nonexclusive easement in, the Common Area, free and clear of all monetary liens and encumbrances (except for non-delinquent real property taxes and assessments), subject to the provisions set forth in this Declaration and other encumbrances which are of record at the time of the conveyance (b) Commencement of Association Responsibilities. The Association's responsibility to maintain the Common Area shall commence concurrently with the recordation of the deed from Declarant to the Association conveying the Common Area. (c) Character of Improvements to Common Area: Disputes. The nature, design, quality and quantity of all Improvements to the Common Area shall be determined by Declarant, in its sole discretion. The Association shall be obligated to accept title to the Common Area, and undertake all maintenance responsibilities for the Common Area when title or obligations are conveyed and maintenance responsibilities are tendered by Declarant, pursuant to subparagraph (a) above. In the event that a dispute arises between Declarant and the Association with respect to the nature, design, quality or quantity of the Improvements, or the acceptance of maintenance responsibilities therefor, the Association shall be obligated to accept title to or obligations in relation to the Common Area and undertake maintenance responsibilities pending resolution of the dispute, in accordance with the provisions for enforcement set forth in the Article herein entitled "General Provisions." 8 Article III Elkhorn Village Homeowner Association Section 1. Formation. At or about the time of the recording of this Declaration, Declarant has caused the Association to be formed by the filing of the Articles of Incorporation therefor in the office of the Secretary of State of Wyoming. The Association is formed to operate, maintain, repair, and replace the Common Area, to enforce the covenants, conditions, restrictions and other provisions set forth in this Declaration and to enforce the Association Rules including traffic regulations, promulgated by the Association. The Association shall have such other specified rights, obligations, duties and functions as are set forth in this Declaration, in the Articles of Incorporation and in the Bylaws. Subject to the additional limitations provided herein and in the Articles of Incorporation and Bylaws, the Association shall have all of the powers and be subject to all of the limitations under the Wyoming Nonprofit Corporation Act in existence as of the date of recording this Declaration. The Association shall have all of the purposes and powers set forth in this Declaration and in its Articles of Incorporation and Bylaws. Section 2. Membership Generally. Each Owner of a Lot, upon Owner's acquisition of the Lot, shall automatically become a member of the Association and shall remain a member for so long as such Owner remains the Owner of the Lot. Such membership shall be mandatory and may not be terminated by any Owner. No person or entity who holds any type of interest whatsoever in a Lot as security for the performance of any obligation may be appointed as a member of the Association. Declarant shall be considered a member of the Association from and after the date of formation of the Association and recordation of this Declaration in the County Clerk's Office. Section 3. Classes of Membership. The Association shall have two classes of membership, "Class A" and "Class B" as follows: (a) Class A. Class A members are all Owners exceptDeclarant for so long as a Class B Membership exists. Class A Members are entitled to one (1) vote for each Lot owned and subject to Assessment. Declarant shall become a Class A member on conversion of the Class B Membership as provided below. The rights and privileges of membership, including the right to vote and to hold an office in the Association, may be exercised by a member, a member's spouse or by proxy, but in no event shall more than one ( 1) vote be cast for each Lot, except as provided below. When more than one person holds an interest in any Lot, the vote for such Lot shall be exercised as those Owners of such Lot themselves determine and advise the Secretary or an Assistant Secretary of the Association in writing prior to any meeting. In the absence of such advice, the vote appurtenant to such Lot shall be suspended in the event more than one person seeks to exercise it. (b) Class B. The Class B member is the Declarant. The Class B member is entitled to three (3) votes for each Lot owned by Declarant and subject to Assessment, or in the event that property is not yet divided into Lots, then three (3) votes for each Lot entitlement owned by Declarant in the Property. The Class B Membership shall cease and shall convert to Class A Membership on the earlier to occur to the following events: 9 (i) The Close of Escrow for the sale to Owners of a total of eighty five percent (85%) of the total Lots in the Community, inclusive of all Phases; or (ii) The fifteenth (15th) anniversary of the first Close of Escrow in the Community. Anything herein stated to the contrary notwithstanding, this Section shall not be amended to affect Class B voting rights without the prior written consent of Declarant. Section 4. Special Voting Procedures for Class A Membe.-s. So long as a Class B Membership shall remain in effect, the Class A Members only shall be entitled to elect twenty percent (20%) of the Members of the Board. Section 5. Vesting of Voting Rights. The voting rights attributable to a Lot in the Community shall not vest until the Assessments provided for in this Declaration have been levied by the Association against such Lot. Section 6. Adjustment of Voting Rights. The voting rights in the Association shall be adjusted on the first day of the month immediately following the first Close of Escrow for the sale of a Lot in each subsequent Phase of the Community or upon any earlier commencement of Regular Assessments as to such Phase as provided in the Articles herein entitled "Assessments." Section 7. l\l(eeting of Members. Meetings of the Members of the Association shall take place in accordance with the Bylaws. Article IV Owner's Rights Declarant hereby reserves and grants to each Owner the following rights, which are subject to the limitations set forth below: Section 1. Right to Access and Use of Residence. The right of access over the Common Area, for ingress to and egress from such Owner's Lot and the Residence constructed to be constructed thereon, and of enjoyment and full use of such Residence, which right shall be appurtenant to and shall pass with title to the Lot, subject to the limitations contained in this Declaration, in the Bylaws or other similar governing documents for the Community. Section 2. Right to the Use of Common Area. The right of ingress and egress and of enjoyment in, to and over the Common Area, including, the Private Streets and Trails, which right shall be appurtenant to and shall pass with title to the Lot, subject to the limitations and restrictions in this Declaration, the Bylaws or other similar documents. Section 3. Right to Notice and Hea1·ing. The right to receive notice and an opportunity to dispute the violation, prior to a decision by the Board to impose monetary 10 penalties, a temporary suspension of an Owner's right as a Member of the Association or other appropriate discipline for failure to comply as more fully discussed herein. Section 4. Delegation of Use. The right to delegate Owner's right of use and enjoyment of the Common Area to the members of Owner's family, authorized lessees, guests, and social invitees, as applicable, subject to reasonable regulation by the Board and in accordance with procedures it may adopt. An Owner who leases Owner's Lot shall be deemed to have delegated all such rights to the Lot's lessee. Article V Rights and Obligations of the Association Section 1. Maintenance of Common Area. The Association, subject to the rights of the Owners set forth in this Declaration, shall be responsible for the exclusive management, maintenance, operation and control of the Common Area and all Improvements thereon (including, without limitation, furnishings and equipment related thereto) and shall keep the same in good, clean, attractive, and sanitary condition, order, and repair. The Association is also responsible for the payment of all property taxes and other assessments, which are liens against the Common Area. The Association's obligation to maintain Common Area shall commence on conveyance of title to, or Maintenance Obligations assumed by, the Association, unless the terms of the conveyance deed or easement provides otherwise. Section 2. Personal Property an.d Rea.I Property for Common Use. The Association has the power and duty to accept, maintain and manage all real property and personal property, fixtures, furnishings and equipment designated by Declarant as Common Area in accordance to the general plan of development of the Community approved by the Public Agencies. To the extent permitted by law, the Association shall likewise have the power to dispose of tangible and intangible personal property provided that it is reasonable to dispose of such personal property. Section 3. Association Rules. The Board shall have the power to adopt, amend and repeal Association Rules, as it deems reasonable, which may include the establishment of a system of fines and penalties enforceable as Compliance Assessments. The Association Rules shall govern such matters in furtherance of the purposes of the Association, including, without limitation, the use of the Common Area, signs, parking restrictions and enforcement, trash collection, minimum standards for maintenance of Lots (including the installation oflandscape and hardscape Improvements thereon) consistent with such standards as may be set forth in this Declaration or adopted by the ARB, and any other matter which is within the jurisdiction of the Association; provided, however, that the Association Rules may not unreasonably discriminate among Owners and shall not be inconsistent with this Declaration, the Articles or Bylaws. A copy of the Association Rules as they may, from time to time, be adopted, amended or repealed, or a notice setting forth the adoption, amendment or repeal of specific portions of the Association Rules, shall be delivered to each Owner upon adoption or amendment. The Association Rules shall have the same force and effect as if they were set forth in and were part of this Declaration, and shall be binding on the Owners and their successors in interest, whether or not actually received thereby. The Association Rules, as adopted, amended or 11 repealed, shall be available at the principal office of the Association to each Owner upon request. In the event of any conflict between any such Association Rules and any other provisions of this Declaration, or the Articles or Bylaws, the provisions of the Association Rules shall be deemed to be superseded. All fines and penalties are personal obligations of the Owner against whom such fines and penalties are imposed. Section 4. Schedule of Fines and Penalties. The Board may adopt a schedule of fines and penalties which, in its reasonable discretion, it may impose against an Owner for the failure of such Owner, or of a resident, guest or invitee of such Owner, to comply with any provisions of this Declaration or the Association Rules. The Board shall adopt and distribute to each Member, a schedule of such fines and penalties. The Board shall not be required to distribute any additional schedules unless there are changes from the schedule that was adopted and distributed to the Members pursuant to this section. Such fines or penalties may only be imposed by the Board after Notice and Hearing, as set forth in the Bylaws. All fines and penalties are personal obligations of the Owner against whom such fines and penalties are imposed, and are not enforceable by lien. Section 5. Traffic Regulations. The Association, through its Board of Directors, shall have the right to post motor vehicle speed limits throughout the Community, to install speed bumps and to promulgate traffic regulations (the speed limits and traffic regulations are collectively referred to herein as the "Traffic Regulations") for use of the Private Streets. A copy of all Traffic Regulations established hereunder and any amendments thereto shall be made available to all Members at the office of the Association. Traffic Regulations may be enforced in the same manner as Association Rules. Section 6. Implied Rights. The Association may exercise any other right or privilege given to it expressly by this Declaration or the Bylaws, and every other right or privilege reasonably to be implied from the existence of any right or privilege given to it herein or reasonably necessary to effectuate any such right or privilege. Section 7. Indemnification. To the fullest extent permitted by Wyoming law, the Association shall indemnify every officer, director and committee member against any and all expenses, including attorney's fees, reasonably incurred by or imposed upon such officer, director or committee member in connection with any action, suit, or other proceeding (including settlement of any suit or proceeding, if approved by the then Board of Directors) to which he or she may be a party by reason of being or having been an officer, director or committee member. The Association's officers, directors and committee members shall not be liable for any mistake of judgment, negligence or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct or bad faith. The officers and directors shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association ( except to the extent that such officers or directors may also be Members of the Association), and the Association shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer, director or committee member, or former 12 officer, director, or committee member may be entitled. The Association shall, as a Common Expense, maintain adequate general liability and officers' and directors' liability insurance to fund this obligation, if such insurance is reasonably available. Section 8. Controlled Access. The Association may, but shall not be obligated to, maintain or support certain activities within the Community designed to make the Community safer than it otherwise might be. Neither the Association nor Declarant, nor any successors and assigns shall in any way be considered insurers or guarantors of security within the Community. Neither the Association nor Declarant nor any successors and assigns shall be held liable for any loss or damage by reason or failure to provide adequate security or ineffectiveness of controlled access measures undertaken. All Owners and occupants of any Lot, tenants, guests and invitees of any Owner, as applicable, acknowledge that the Association, its Board of Directors, its Committees, Association, Declarant, nor any successors and assigns do not represent or warrant that any fire protection system, burglar alarm system or other controlled access system designated by or installed according to guidelines established by the Declarant or any Committee of the Association may not be compromised or circumvented, that any fire protection or burglar alarm systems or other security systems will prevent loss by fire, smoke, burglary, theft, hold-up, or otherwise, nor that fire protection or burglar alarm systems or other controlled access systems will in all cases provide the detection or protection for which the system is designed or intended. Each Owner and occupant of any Lot, and each tenant, guest and invitee of an Owner or occupant, as applicable, acknowledges and understands that the Association, its Board of Directors and Committees, Declarant, and any successor and assigns are not insurers and that each owner and occupant of any Lot and each tenant, guest and invitee of any owner or occupant assumes all risks for loss or damage to persons, to Lots and to the contents of Lots and further acknowledges that the Association, its Board of Directors and Committees and Declarant, have made no representations or warranties nor has any owner, occupant, tenant, guest or invitee relied upon any representations or warranties, expressed or implied, including any warranty of merchantability or fitness for any particular purpose, relative to any fire and/or burglar alarm systems or other controlled access systems recommended or installed or any controlled access measures undertaken within the Community. Section 9. Dedication of Common Areas. The Association shall have the right to dedicate or transfer all or substantially all of its assets, including 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 Declarant. Notwithstanding any contrary provision in the Articles or Bylaws, so long as there is any Lot for which the Association is obligated to provide management, maintenance, preservation, or control, no such dedication or transfer shall be effective unless approved by the vote or written assent of sixty-six and two-thirds percent (66- 2/3%) of both classes of Members of the Association, or following the conversion of Class B membership to Class A membership, by the vote or written assent of sixty-six and two-thirds (66-2/3%) of the Class A Members of the Association, other than Declarant, and an instrument executed by both the President and Secretary of the Association affecting such dedication or transfer, has been recorded. Section 10. Community [nspections. The Board may periodically cause a compliance inspection of the Community to be conducted by the ARB to report any violations 13 thereof. The Board shall also make inspections of the Common Area in the Community and all Improvements thereon to be conducted in conformance with the applicable Maintenance Guidelines, and in the unless otherwise provided in this Declaration, the Bylaws or the Association Rules applicable Maintenance Guidelines at least once every three (3) years, in conjunction with the inspection required for the reserve study to be conducted to (a) determine whether the Common Area is being maintained adequately in accordance with the standards of maintenance established by Declarant and/or by the requisite Public Agency in the Community; (b) identify the condition of the Common Area Improvements thereon, including the existence of any hazards or defects, and the need for performing additional maintenance, refurbishment, replacement, or repair; and (c) recommend preventive actions which may be taken to reduce potential maintenance costs to be incurred in the future. The Board shall, during its meetings, regularly determine whether the recommended inspections and maintenance activities set forth in any applicable Maintenance Guidelines have been followed and, if not followed, what corrective steps need to be taken to assure proper inspections and maintenance of the Common Area. The Board shall keep a record of such determinations in the Board's minutes. The Board shall keep Declarant and Merchant Builders fully informed of the Board's activities under this Section 10. The Board shall employ, consistent with reasonable cost management, such experts, contractors and consultants as are necessary to perform the inspections and make the reports required by this Section. The Board shall prepare a report of the results of each of the inspections required by this Section. Reports shall be furnished to Declarant and all Owners within the time set for furnishing the Budget to the Owners. The report of a condition inspection must include at least the following: (a) a description of the condition of the Common Area, including a list of items inspected, and the status of maintenance, repair and need for replacement of all such items; (b) a description of all maintenance, repair and replacement planned for the ensuing fiscal year and included in the proforma operating budget ("Budget") of the Association; ( c) if any maintenance, repair or replacement is to be deferred, the reason for such deferral; ( d) a summary of all reports of inspections performed by any expert, contractor or consultant employed by the Association to perform inspections since the Board's last condition inspection report; (e) a report of the status of compliance with the maintenance, replacement and repair needs identified in the inspection report for preceding years and identified in any applicable Maintenance Guidelines; and (f) such other matters as the Board considers appropriate. For a period of ten (10) years after the date of the last Close of Escrow for the sale of a Lot in the Community, the Board shall also furnish the Declarant (a) the report of each condition inspection performed for the Board, whenever such inspection is performed and for whatever 14 portion of the Common Area that is inspected, within thirty (30) days after the completion of such inspection, and (b) the most recent condition inspection report prepared for any portion of the Common Area, within ten (10) days after the Association's receipt of a written request from Declarant. Article VI Repair and Maintenance Section 1. Repair and Maintenance by the Association. The Association shall maintain everything it is obligated to maintain in a neat clean, safe, functional, sanitary and attractive condition reasonably consistent with the level of maintenance contemplated in the current pro forma operating budget ("Budget") of the Association, and conformance with any Maintenance Guidelines. Unless specifically provide in any Maintenance Guidelines, the Board shall determine, in its sole discretion, the level and frequency of maintenance of the Common Area, including, without limitation, the following: (a) Private Streets. All Private Streets for which title or maintenance obligations are transferred by Declarant to the Association, including, the paved surfaces, curbs, gutters, directional signs and mediums; (b) Community Entry Facilities. The Community Entry Facilities and related features and facilities; (c) Landscaping. All landscape and hardscape Improvement in the Common Area in a neat, clean, safe and attractive condition. (d) Utili ties. All private water, sewer, drainage and irrigation facilities in the Common Area, if any, but specifically excluding private laterals servicing each Lot; ( e) Lighting. All Common Area lighting facilities, if any; (t) Maintenance Buildings. All maintenance buildings and related facilities which are constructed for the benefit of the Association; (g) Storage Facil ities. All Storage Facilities which are constructed for the benefit of the Association, as opposed to Declarant constructed Storage Facilities; (h) Storm Water; SWPPP Compliance. All common storm drain facilities, including "V" ditches and bench drains, catch basins, culverts and pipelines within the Common Area in accordance with the Storm Water Pollution Prevention Plan (SWPPP) for the Community; (i) Irails. All Trails within or adjacent to the Community which have been designated by the Declarant for maintenance by the Association; 15 (k) Miscellaneous. All other areas, facilities, equipment and other Improvements as may be designated by Declarant during the course of completion of the Community for maintenance by the Association provided that the additional costs and expenses associated with maintenance are consistent with the operating budget of the Association. Section 2. Repair and Maintenance by Owners. Subject to the Association's maintenance obligations as referenced in this Declaration and subject to any maintenance manuals provided to Owners by Declarant and/or the Merchant Builder, every Owner shall: (a) maintain, repair, restore and replace, as and when necessary, all Improvements, including the Residence located on such Lot, and the roofs, patios, patio covers, decks, deck covers, balconies, windows, window frames, screens, locks and doors of Owner's Residence, landscaping, berms and irrigation improvements, subdrain outlets, yard drains and other drainage facilities and other Improvements located on such Owner's Lot in a neat, clean, safe and attractive condition at all times; (b) maintain, repair, restore and replace, as and when necessary, the interior surface of any "party wall" which encloses any yard areas within an Owner's Lot and which such Owner shares with one or more Owners as more particularly described in Section 3 below; and (c) maintain, repair, restore and replace, as and when necessary, all hardscape Improvements (including, but not limited to driveways, patios, entry walkways and planters) located on the Owner's Lot. If an Owner shall fail to install and maintain landscaping or parking, including any slope areas within the Lot in conformance with the Design Guidelines, Association Rules or this Declaration, or shall allow the landscaping or parking on Owner's Lot to deteriorate to a dangerous, unsafe, unsightly or unattractive condition, the Board, may after Notice and Hearing, enter such Owner's Lot for the purpose of remedying the condition, and such Owner shall promptly reimburse the Association for all costs and expenses incurred by the Association to perform such maintenance. Such cost may be levied by the Board as a Compliance Assessment. Section 3. Party Wall. Each wall or fence which is placed on the property line between two (2) adjoining Lots shall constitute a party wall and, to the extent not inconsistent with the provisions of this Section, the general rules oflaw regarding party walls and liability for property damage due to negligence or willful acts or omissions shall apply. A party wall shall be considered to adjoin and abut against a property line dividing the Lots from the bottom of the foundation over the full length and height of any such wall. Those Owners who have a party wall which adjoins their Lots and effectively creates the boundary line between such Lots shall equally have the right to use such party wall, except that each Owner shall have the exclusive right to the use of the interior surface of the party wall facing such Owner's Residence. Neither Owner shall drive nails, screws, bolts or other objects more than halfway through any party wall, interfere with the adjacent Owner's use and enjoyment of the party wall, or impair, in any way, the structural integrity of the party wall. In the event that any portion of such party wall, except the interior surface of one (I) side, is damaged or destroyed from any cause, other than the act or negligence of either party, it shall be repaired or rebuilt at their joint expense, without prejudice, 16 however, it is the right of such Owners to call for a larger contribution from the other Owner under any rule of law regarding liability or negligent or willful acts or omissions. Section 4. Damage and Destruction Affecting a Residence. If all or any portion of any Lot or Residence is damaged or destroyed by fire or other casualty, the Owner of such Lot shall either: (i) rebuild, repair or reconstruct the Lot and the Residence thereon in a manner which will restore them substantially to their appearance and condition immediately prior to the casualty or as otherwise approved by the ARB; or (ii) clear the Lot of all debris and take down the foundation to grade as soon as reasonably possible after the damage or destruction and install landscaping on the Lot pending the reconstruction of the Residence in a manner approved by the ARB. The Owner of any such damaged Lot or Residence and the ARB shall proceed with all due diligence, and shall cause reconstruction or clearance and landscaping to commence within six (6) months after the damage occurs. Subject to delays beyond the reasonable control of the Owner, the completion of such construction or landscaping shall occur as soon reasonably possible thereafter. Section 5. Architectural Review Board. All repairs and replacements which are to be made by an Owner pursuant to the provisions set forth hereinabove shall be subject to the approval of the ARB as set forth the Article herein entitled "Architectural Control" and of this Declaration. Article VII Insurance and Casualty Losses Section 1. Required Insurance Coverage. The Association, acting by and through the Board, shall obtain for the Association and shall maintain and pay the premiums for the following insurance coverages for the Community as Common Expenses: (a) Blanket property insurance covering risks of direct physical loss on a special form basis ( or comparable coverage by whatever name denominated) for all insurable improvements on the Common Area to the extent that the Association has assumed responsibility in the event of a casualty, regardless of ownership. If such coverage is not generally available at reasonable cost, then broad form coverage may be substituted. All Association property insurance policies shall have policy limits sufficient to cover the full replacement cost of the insured improvements under current building ordinances and codes; (b) Commercial general liability insurance, insuring the Association and its Members for damage or injury caused by the negligence of the Association or any of its Members, employees, agents, or contractors while acting on its behalf. If generally available at reasonable cost, such coverage (including primary and any umbrella coverage) shall have a limit of at least $2,000,000.00 per occurrence and in the aggregate with respect to bodily injury, personal injury, and property damage; ( c) Directors and officers liability coverage; (d) Commercial crime insurance, including fidelity insurance covering all Persons responsible for handling Association funds in an amount determined in the Board's 17 business judgment, but not less than an amount equal to one-quarter of the annual Regular Assessments on all Lots plus reserves on hand. Fidelity insurance policies shall contain a waiver of all defenses based upon the exclusion of Persons serving without compensation; and (e) Workers compensation insurance and employers liability insurance, if and to the extent required by law; and (f) Automobile and such other coverages as the Board may deem necessary. In the exercise of its business judgment, the Board may obtain additional insurance coverage and higher limits. Premiums for Common Area insurance shall be a Common Expense. Section 2. Policy Requirements. The Association shall arrange for an annual review of the sufficiency of its insurance coverage by one or more qualified Persons, at least one of whom must be familiar with insurable replacement costs in the Natrona County, Wyoming area. All Association policies shall provide for a certificate of insurance to be furnished to the Association and, upon request, to each Member insured. The policies may contain a reasonable deductible which shall not be subtracted from the face amount of the policy in determining whether the policy limits satisfy the requirements of this Article VII. In the event of an insured loss, the deductible shall be treated as a Common Expense in the same manner as the premiums for the applicable insurance coverage. However, if the Board reasonably determines, after notice and an opportunity to be heard in accordance with the Bylaws, that the loss is the result of the negligence or willful misconduct of one or more Owners, their guests, invitees, or tenants, then the Board may assess the full amount of such deductible against such Owners and their Lots as a Special Assessment. All insurance coverage obtained by the Board shall: (a) be written with a company authorized to do business in Wyoming which satisfies the requirements of the Federal National Mortgage Corporation, or such other secondary mortgage market agencies or federal agencies as the Board deems appropriate; (b) be written in the name of the Association as trustee for the benefited parties. Policies on the Common Areas shall be for the benefit of the Association and its Members; (c) not be brought into contribution with insurance purchased by individual Owners, their Mortgagees, or any occupants of a Lot; ( d) contain an inflation guard endorsement; (e) include an agreed amount endorsement, if the policy contains a coinsurance clause; (f) provide that each Owner is an insured person under the policy with respect to liability arising out of such Owner's interest in the Common Area as a Member in the 18 Association (provided, this provision shall not be construed as giving an Owner any interest in the Common Area other than that of a Member); (g) include an endorsement precluding cancellation, invalidation, suspension, or nonrenewal by the insurer on account of any one or more individual Owners, or on account of any curable defect or violation without prior written demand to the Association to cure the defect or violation and allowance of a reasonable time to cure; and (h) include an endorsement precluding cancellation, invalidation, or condition to recovery under the policy on account of any act or omission of any one or more individual Owners, unless such Owner is acting within the scope of its authority on behalf of the Association. In addition, the Board shall use reasonable efforts to secure insurance policies which list the Owners (as a class) as additional insures and provide: a waiver of subrogation as to any claims against the Association's Board, officers, employees, and its manager, the Owners and their tenants, servant, agents, and guests; a waiver of the insurer's rights to repair and reconstruct instead of paying cash; an endorsement excluding Owners' individual policies from consideration under any other insurance clause; an endorsement requiring at least 30 days' prior written notice to the Association of any cancellation, substantial modification, or non-renewal; a cross liability provision; and a provision vesting in the Board exclusive authority to adjust losses; provided, no Mortgagee having an interest in such losses may be prohibited from participating in the settlement negotiations, if any, related to the loss. Section 3. Restoring Damaged Improvements. In the event of damage to or destruction of Common Area or other property which the Association is obligated to insure, the Board or its duly authorized agent shall file and adjust all insurance claims and obtain reliable and detailed estimates of the cost of repairing or restoring the property to substantially the condition in which it existed prior to the damage, allowing for changes or improvements necessitated by changes in applicable building codes. Damaged improvements on the Common Area shall be repaired or reconstructed unless the Owners together representing at least seventyfive (75%) of the total Class A votes in the Association and the Class B Member, if any, decide within sixty (60) days after the loss not to repair or reconstruct. If either the insurance proceeds or estimates of the loss, or both, are not available to the Association within such sixty (60) day period, then the period shall be extended for up to sixty (60) additional days until such funds or information are available. No Mortgagees shall have the right to participate in the determination of whether the damage or destruction to the Common Area shall be repaired or reconstructed. If a decision is made not to restore the damaged improvements, and no alternative improvements 19 are authorized, the affected property shall be cleared of all debris and ruins and thereafter shall be maintained by the Association in a neat and attractive condition consistent with the prudent management standards. The Association shall return any insurance proceeds remaining after paying the costs of repair or reconstruction, or after an agreed-upon settlement, for the benefit of the Members or the Owners of Lots to which a damaged Common Area is assigned as appropriate, and placed in a capital improvements account. This is a covenant for the benefit of Mortgagees and may be enforced by the Mortgagee of any affected Lot. If insurance proceeds are insufficient to cover the costs ofrepair or reconstruction, the Board may, without a vote of the Members, levy Special Assessments to cover the shortfall against those Owners responsible for the applicable insurance coverage premmms. Article VIII Covenant Aga.inst Partition By acceptance of Owner's deed, each Owner shall be deemed to covenant for himself, and for Owner's heirs, representatives, successors and assigns, that he will not institute legal proceedings to effect judicial partition of Owner's interest in the Community. Article IX Condemnation Section 1. ARB and the Condemnation of Common Area. Whenever all or any part of the Common Area shall be taken by condemnation, eminent domain, or conveyance in lieu of the foregoing, the award made for such taking shall be payable to the Association as trustee for all Owners to be used or otherwise disbursed in the discretion of the Board and consistent with the Bylaws. If the taking involves a portion of the Common Area on which Improvements have been constructed, the Association shall restore or replace such Improvements so taken on the remaining land included in the Common Area to the extent lands are available therefore, in accordance with plans approved by the ARB and the Board. If such Improvements are to be repaired or restored, the above provisions in the Article VII entitled "Insurance and Casualty Losses" regarding the disbursement of funds in respect to casualty damage or destruction which is to be repaired shall apply. Section 2. Notice to Owne1·s and Listed Mortgages. The Board shall, as soon as reasonably possible after learning of any condemnation proceeding affecting a material portion of the Common Area, or any threat thereof, notify all Owners and those Mortgagees, insurers and guarantors of Mortgages of Lots in the Community who have filed a written request for such notice with the Association. Article X Assessments Section 1. Creation of the Lieu and PersonaJ Obligation of Assessment. Each Owner of any Lot, by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association: (a) Regular 20 Assessments; (b) Special Assessments; (c) Compliance Assessments, and (d) such other assessments as the Association may periodically establish. The Regular, Special, and Compliance Assessments, together with a reasonable late charge established by the Board interest, costs and reasonable attorneys' fees for the collection thereof, shall be a charge on the land and shall be a continuing lien upon the Lot against which each such Assessment is made. Each Regular, Special, and Compliance Assessments, together with interest, costs and reasonable attorneys' fees for the collection thereof, shall also be the personal obligation of the Owner of such property at the time when the Assessment fell due. Section 2. Purpose of Regular Assessments: Levy and Collection. The Regular Assessments levied by the Association shall be used to promote the health, safety and welfare of the residents in the Community, and to maintain and improve the Common Area in the Community. The Association, by and through its Board, shall levy and collect Assessments from the Owner of each Lot in the Community in an amount sufficient to cover all of the Common Expenses incurred by the Association in connection with the performance and execution of the powers and duties set forth in this Declaration, the Bylaws and Articles. Regular Assessments may be collected on a monthly installment basis. The Association shall not levy, impose or collect Assessments, fines, penalties or fees that exceed the amount reasonably necessary for the purpose for which they were levied. Section 3. Regular Assessments-Basis. Except as provided below, Regular Assessments payable to the Association shall be assessed equally against all Owners of Lots. Each Owner's proportionate share of the Common Expenses for any fiscal year of the Association shall be a fraction, the numerator of which shall be the number of Lots owned by such Owner, and the denominator of which shall be the total number of Lots in the Community which are subject to Assessment. Until the first day of the fiscal year of the Association immediately following the first Close of Escrow for the sale of a Lot in the Community to an Owner, the maximum total Regular Assessment shall be the amount set forth in the Association budget approved by the Board of Directors. Any increase in Regular Assessments shall be limited to fifteen percent (15.00%) above the prior year's Regular Assessments. Section 4. Special Assessments. In any fiscal year the Board may not, without the vote or written assent of a majority of those Owners constituting a quorum (which shall mean more than fifty percent (50%) of Owners of the Association) casting a majority of affirmative votes at a meeting or election of the Association, levy Special Assessments to defray the costs of any action or undertaking on behalf of the Association which, in the aggregate, exceed ten percent (10%) of the budgeted gross expenses of the Association for that fiscal year. The ten percent (10%) limitation shall not apply to increases in Special Assessments related to an emergency situation, as described in Section 5 below. Special Assessments shall be levied among all Owners and their Lots in the same proportions as their Regular Assessments. Section 5. Emergency Situations. The limitations set forth in Sections 3 and 4 above shall not limit increases in Regular Assessments or Special Assessments which may become necessary for emergency situations. For purposes of this section, an emergency situation is any one of the following: 21 (a) An extraordinary expense required by an order by a court; (b) An extraordinary expense for the maintenance or repair of Common Area that is necessary to remedy any dangerous condition in the Community that represents a threat of damage or injury to any person or property; and (c) An extraordinary expense necessary to repair or maintain the Common Area, or any portion thereof that could not have been reasonably anticipated by the Board at the time the most recent Association budget was prepared. Prior to the imposition or collection of an Assessment pursuant to this subparagraph (c) the Board shall pass a resolution containing written findings as to the necessity of the extraordinary expense involved, and why the expense was not or could not have been reasonably foreseen in the budget process. The resolution shall be distributed to the Members with the notice of Assessment. Section 6. Compliance Assessments. The Association may levy and collect a Compliance Assessment against any Owner who causes damage to the Common Area, or for bringing an Owner or Owner's Lot into compliance with the provisions of this Declaration or the Association Rules and/or any charge designated by the Board as a Compliance Assessment in the managing documents of the Association, together with attorney 's fees, interest and other charges as provided in this Declaration and in the Association Rules. If after Notice and Hearing, as provided in the Bylaws, the Owner fails to cure the violation or continues such violation, then the Association may take any action consistent with the provisions of Article XI below . Section 7. Date of Commencement of Regular Assessments: Due Dates. The Regular Assessments provided for herein shall commence as to each Phase upon the Close of Escrow for the sale of the first Lot in such Phase to an Owner, . The initial Regular Assessments shall be adjusted according to the number of months remaining in the fiscal year or the Association shall provide notice by first class mail to the Owners of any increase in Regular Assessments of the Association not less than thirty (30) days nor more than sixty (60) days prior to the increased Regular Assessment becoming due. Declarant and any other Owner shall be exempt from the payment of those portions of the Regular Assessments that are for the purpose of defraying expenses and reserves directly attributable to the existence of Improvements within the Common Area that have not been completed or placed into use by the Association at the time Assessments commence. This exemption shall be in effect until the placement of such Improvements into use. Notwithstanding any other provisions of the Declaration and/or Bylaws regarding the term and termination of contracts with Declarant for providing services to the Association, Declarant may enter into a written maintenance and/or subsidy agreement with the Association under which Declarant shall pay all or any portion of the Common Expenses, and perform all or any portion of the Association's maintenance responsibilities in exchange for a temporary suspension of Regular Assessments. Such agreement shall extend for a term and be on such conditions as are approved by the Board of Directors, and may require Owners to reimburse 22 Declarant, through the Association, for a portion of the costs expended in the satisfaction of Declarant' s obligations pursuant to such agreement. Section 8. Certification of Payment. The Association shall, upon demand and for a reasonable charge, furnish a certificate signed by an officer or agent of the Association setting forth whether the Assessments on a specified Lot have been paid. If a certificate states that Assessments have been paid, such certificate shall be conclusive evidence of such payment. Section 9. Delivery of Statement. Upon written request, the Board shall, within ten ( I 0) days of the mailing or delivery of such request, provide the Owner of a Lot with a copy of this Declaration and copies of the Bylaws and Articles of the Association, together with a true statement, in writing, as to the amount of any delinquent Assessments, penalties, attorneys fees and other charges authorized by this Declaration on the Lot as of the date of the request. If a certificate states that Assessments have been paid, such certificate shall be conclusive evidence of such payment. The Board may impose a fee for providing such documents and statement, but in no event shall the fee exceed the reasonable cost to prepare and reproduce the requested documents. Section I 0. Reserves. The Regular Assessments shall include reasonable amounts, as determined by the Board, collected as reserves for the future periodic maintenance, repair and replacement of all or a portion of the Common Area under the jurisdiction of the Association, or any such other purpose determined by the Board. All amounts collected as reserves shall be deposited by the Board in a separate bank account for the purposes for which they were collected, and are to be segregated from and not commingled with any other funds of the Association. The Board shall not expend funds designated as reserve funds for any purpose other than the repair, restoration, replacement or maintenance of, or litigation involving the repair, restoration, replacement or maintenance of, major components which the Association is obligated to repair, restore, replace or maintain and for which the reserve fund was originally established. Notwithstanding the foregoing, the Board may authorize the temporary transfer of money from a reserve fund to the Association's general operating accounts to meet short term cash flow requirements or other expenses, provided the Board has made a written finding, recorded in the Board's minutes, explaining the reasons that the transfer is needed, and describing when and how the money will be repaid to the reserve fund. The transferred funds shall be restored to the reserve fund within one (I) year of the date of the initial transfer, except that the Board may, upon making a finding supported by documentation that a temporary delay would be in the best interests of the Association, temporarily delay the restoration. The Board shall exercise prudent fiscal management in delivering restoration of the reserve funds and restoring the expended funds to the reserve funds. The Board may, at its discretion, extend the date the payment on this special assessment is due. Any extension shall not prevent the Board from pursuing any legal remedy to enforce the collection of an unpaid Special Assessment for this purpose. 23 Section 11. Offsets and Waiver Prohibited. No Owner may waive or otherwise avoid liability for the Assessments provided for herein for any reason whatsoever, including, but not limited to, non-use of the Common Area or abandonment of Owner's Lot, nor shall any Owner be entitled to any offset against any Assessment provided for herein for any reason whatsoever, including, but not limited to, any expenditure made by such Owner for or on behalf of the Association. Section 12. Exempt Property. The following property subject to this Declaration shall be exempt from the Assessments herein: (a) All property dedicated to and accepted by any Public Agency; (b) All property owned by a charitable or nonprofit organization exempt from real property taxation by the laws of the State of Wyoming or a federal 50l(c)(3) organization. However, no land or Improvements for residential dwelling purposes shall be exempt from said Assessment; and (c) All Common Area. Article XI Nonpayment of Assessmeot.s Section 1. Effect of Nonpayment of Assessments. Any Regular, Special or Compliance Assessment not paid within fifteen (I 5) days after the due date shall be deemed delinquent and the Owner may be required by the Board to pay (a) reasonable costs of collection, including reasonable attorneys' fees; (b) a reasonable late charge often percent (10.00%) of the delinquent Assessment or Ten Dollars ($10.00), whichever is greater, or as may, from time to time, be established by the Board in accordance with Wyoming law; and (c) interest on all sums imposed under this Section at an annual percentage rate of twelve percent (12.00%) commencing thirty (30) days after the Assessment was due. The Board, for and on behalf of the Association, may commence legal action against the Owner personally obligated to pay the same, and/or may foreclose the lien against the Lot. Such lien may also be foreclosed by a power of sale or other nonjudicial procedure provided for by law as set forth below. In furtherance thereof, each Owner hereby vests in the Association, its successors or assigns, the right and power to bring all actions at law or to pursue the foreclosure of a lien against any Owner for purposes of collecting such delinquent Assessments. Section 2. Creation and Recordation of Lien. The obligation to pay all Assessments is a present and effective lien on each Owner's Lot and other portion of the Property, subject to the provisions of this Article. The Association shall be permitted to record a lien in the Official Records of the County, but such recordation is not necessary for the effectiveness of the lien, which arises upon an Assessment being due and payable. The obligation secured by the lien described in this section includes all Assessments due, interest at the rate described in this Article, and all costs that are incurred by the Board or its authorized representatives in the collection of the amounts, including reasonable attorneys' fees. 24 Section 3. Foreclosure Sale. The Association's lien may be enforced by suit, judgment, judicial or nonjudicial foreclosure, power of advertisement and sale, or by any other method permitted by applicable law, for the foreclosure of mortgages or mechanics liens. The Association, through duly authorized agents, shall have the power to bid on the Lot at a foreclosure sale and to acquire, hold, lease, mortgage and convey the same. While the Association owns the Lot following foreclosure, no Assessments shall be levied on the Lot. Each Owner is hereby deemed to grant the Association the right to foreclose its lien by advertisement and power of sale, as if it were a mortgage. Section 4. Curing of Default. Upon the timely curing of any default for which a lien was filed by the Association, the officers thereof are hereby authorized to file or record, as the case may be, an appropriate release of such lien upon receipt of payment from the defaulting Owner of a reasonable fee to be determined by the Association to cover the costs of preparing and filing or recording such release. Section 5. Cumulative Remedies. The Association's remedies for nonpayment of Assessments, including, but not limited to, an action to recover a money judgment, enforcement of the Assessment lien and right of foreclosure and advertisement and sale, are cumulative and in addition to and not in substitution of any other rights and remedies which the Association and its assigns may have hereunder or at law. Section 6. Mortgagee Protection. Notwithstanding all other prov1s10ns hereof, no lien created hereunder nor any breach of the terms and provisions of this Declaration, nor the enforcement of any term or provision hereof, shall defeat or render invalid the rights of any Mortgagee under any recorded first priority Mortgage or deed of trust upon a Lot made in good faith and for value; provided, that after such Mortgagee or other person or entity obtains title to such Lot by judicial or nonjudicial foreclosure, such Lot shall remain subject to this Declaration and the payment of Assessments which fall due subsequent to the date of taking title. For clarity, the lien for delinquent Assessments is subordinated to a first priority Mortgage, but the effect of the subordination does not release from personal liability for unpaid Assessments the Lot Owner whose interest was foreclosed. Section 7. Abandonment. The Association may abandon a judicial foreclosure, nonjudicial foreclosure or sheriffs sale by advertisement and sale and initiate a separate action or another judicial foreclosure, nonjudicial foreclosure or sheriffs sale by advertisement and sale if the initial judicial foreclosure, nonjudicial foreclosure or sheriffs sale is not complete. Article XII Architectural Control Section 1. Creation, Succession and Quorum. The ARB shall be a permanent committee of the Association and shall administer and perform the architectural and landscape review and control functions of the Association. The initial ARB shall consist of at least three (3), but not more than five (5) persons who shall initially be named by the Declarant and who shall hold office at the pleasure of the Declarant. Declarant may appoint all the and any replacement until the first anniversary date of the issuance of the original Final Subdivision Plat 25 for the first Phase of the Community, and thereafter, the Declarant may appoint a majority of the members of the ARB until ninety percent (90%) of all the Lots in the overall Community have been sold to Owners or until the fifteenth ( 15th) anniversary date of the first Close of Escrow for the sale of a Lot pursuant to the Final Subdivision Plat issued for the first Phase of the Community, whichever occurs first. So long as Declarant, any affiliate of the Declarant or any successor or assign owns any Lot primarily for development and/or sale, the Declarant retains the right to appoint a majority of the members of the ARB, the Declarant shall determine which member of the ARB shall serve as its Chairman, or which members of the ARB shall serve as Co-Chairmen. In the event of the failure, refusal or inability to act by any of the members appointed by the Declarant, and in the event that the Declarant fails to fill any such vacancy within thirty (30) days of such occurrence, the remaining members of the ARB shall fill such vacancy by appointment. After one year from the date of issuance of the original Subdivision Plat for the first Phase, the Board shall have the right to appoint one member of the ARB until ninety percent (90%) of the Lots in the Community have been sold to Owners or until the fifteenth (15th) anniversary date of the original issuance of the Final Subdivision Plat for the first Phase of the Community, whichever occurs first. Thereafter, the Board shall have the power to appoint all the members of the ARB. There shall be no requirement that any of the members of the ARB be a member of either the Association or an Owner within the Community. Any three (3) members of the ARB shall constitute a quorum to transact business at any meeting, and the action of the majority present shall constitute the action of the ARB. Section 2. Construction and Alteration of Residences and Related Improvements. Except as provided herein, no excavation, grading, construction, alteration, addition, decoration, redecoration, reconstruction or landscaping of an Improvement to a Lot in the Community, or other activity within the jurisdiction of the ARB pursuant to this Declaration and the Design Guidelines shall be commenced or maintained by an Owner (with the express exception of Declarant) until the plans and specifications therefor showing the nature, location, kind, shape, height, width, color, materials and location of the same shall have been submitted to and approved by the ARB and all Public Agencies whose approval is required. Declarant and its successors and assigns, shall be exempt from compliance with any of the provisions of this Article as they may relate to the original construction and development of the Community. Neither Declarant, the Association, the ARB, the Owners or the agents, employees, attorneys or consultants of any of the foregoing, shall be deemed to have represented hereby that said statutes, ordinances or regulations or public utility requirements permit construction and/or landscape improvements to the same degree as permitted in the Design Guidelines or by this Declaration. It shall be the responsibility of each Owner to ascertain the applicability of such statutes, ordinances and regulations as it pertains to the construction, installation of improvements on such Owner's Lot. However, to the extent such governmental regulations are less restrictive than the provisions of the Design Guidelines or this Declaration, the more restrictive of such provisions shall nonetheless apply. No approval shall be required to repaint the exterior of a Residence in accordance with the original approved color scheme for such Residence. Any Owner may paint, remodel, repaint or redecorate the interior of Owner's Residence without ARB approval. However, modifications to the interior areas of screened porches, patios and similar areas within the Lot which are visible from outside the Residence shall be subject to approval. 26 Section 3. Applications for Approval. Each applicant shall submit a preliminary application to the ARB with respect to any proposed Improvements that the Owner may contemplate. The preliminary application shall include such information as may be required by the application form promulgated by the ARB. Prior to the commencement of any work on such Improvement, the plans and specifications for such Improvements, including the identity of each contractor and subcontractor which is intended to be engaged for the construction of same, shall be subject to final review and approval by the ARB. At that time, the applicant shall submit to the ARB such additional information as the ARB may reasonably require, which may include, without limitation, four ( 4) sets of plans and specifications for the proposed Improvements sealed by an architect licensed in the State of Wyoming so that the ARB may be able to adequately make the determinations required of it pursuant to this Declaration. The plans submitted shall detail surface water drainage; existing and design grade and/or contours relating to the predetermined ground floor finish elevation as established by Declarant; the landscaping design; and the irrigation system. The plans shall further detail all proposed Improvements, a detailed tree survey (which shall show all existing trees of four ( 4) inches or more in diameter) and any vegetation currently in existence. Each applicant shall submit the written application on such form and together with such fees as may be provided or required by the ARB. The ARB may also require, without limitation, submission of samples of building materials and colors proposed to be used, as well as requiring the location of the proposed Improvements to be staked out on the ground. Section 4. Resubmittal. In the event the information submitted to the ARB is, in the ARB's opinion, incomplete or insufficient in any manner, the ARB may request and require the submission of additional or supplemental information. Section 5. Response to Application for Approval. No later than thirty (30) days after receipt of all information required by the ARB for final review (unless the applicant waives this time requirement), the ARB shall respond to the applicant in writing. The ARB shall have the right to refuse to approve any plans and specifications which are not suitable or desirable, in the ARB' s sole discretion, for aesthetic or any other reasons. In approving or disapproving such plans and applications, the ARB shall consider the suitability of the proposed Improvements, and the material of which the same are to be built, the site upon which such Improvements are proposed to be erected, the harmony thereof with the surrounding area and the effect thereof on adjacent or neighboring property. In the event the ARB fails to respond within said thirty (30) day period (or such additional time as may be allowed by the applicant, pursuant to a written waiver), the plans and specifications shall be deemed approved by the ARB. Section 6. Expiration of Approval. In the event commencement of construction of a proposed Improvement does not occur within one hundred twenty (120) days of approval by the ARB (or the Board, in the event the decision of the ARB is appealed to the Board of Directors), the approval of the ARB and/or the Board of Directors will terminate, and the Improvement will be treated as if originally disapproved. Section 7. Submittal to Public Agency - Right of ArchitecturaJ Review Committee to Review. Upon obtaining the written approval of the ARB, the Owner shall, if required, submit plans and specifications to all Public Agencies whose approval is required, in 27 accordance with the requirements of such Public Agencies. In the event that all approvals of the Public Agencies necessary for the issuance of a building permit are not obtained within six (6) months from the date of approval by the ARB, the ARB shall have the right, but not the obligation, to review all previously approved plans and specifications before the Owner may commence construction. In addition, in the event that the Public Agencies whose approval is required require modifications to the plans and specifications previously approved by the ARB, the Owner shall submit to the ARB all modifications to the plans and specifications previously approved by the ARB, which shall have the right to review and to impose further conditions on any such modifications. Approval of any proposed or ex1stmg Improvement, or completion of an Improvement, by the ARB or the Board shall not be construed to warrant or represent in any way that the Improvement was approved by or complies with the minimum standards of the Public Agencies whose approval is required, and may require submission of additional plans and specifications or other information prior to approving or disapproving the materials submitted. Any approval granted by the ARB which is conditioned upon the approval of the Public Agencies shall not imply that the Association is enforcing any government codes, statutes, regulations or provisions of the Public Agencies, nor shall the failure to make such conditional approval imply that any such approval by the Public Agencies is not required. Section 8. Appeals. Upon approval by the ARB of any plans and specifications submitted to the ARB, the ARB shall notify the applicant in writing, which notification shall set forth any qualifications or conditions of approval. In the event that the ARB disapproves any plans and specifications submitted to the ARB, the ARB shall so notify the applicant in writing, stating the grounds upon which such disapproval is based. Any applicant may request a formal meeting with the ARB to review the plans and specifications disapproved, said meeting to take place no later than thirty (30) days after written request for such meeting is received by the ARB (unless applicant waives this time requirement in writing). The ARB shall make a final written decision no later than thirty (30) days after such meeting. So long as Declarant has the right to appoint and remove a majority of the ARB members, the decisions the ARB' s decisions are final. There is no appeal to the Board. Thereafter, the applicant may appeal the decision of the ARB to the Board of Directors of the Association within thirty (30) days of the ARB' s written review and disapproval. Review by the Board of Directors shall take place no later than thirty (30) days subsequent to the receipt by the Board of Directors (unless applicant waives this time requirement in writing). The Board of Directors shall make a final decision no later than thirty (30) days after such meeting. In the event the Board of Directors fails to provide such written decision within said thirty (30) days of the ARB' s decision, such plans and specification shall be deemed approved. The decision of the Board of Directors shall be final and binding upon the applicant, and applicant's heirs, legal representatives, successors and assigns: provided, however, that no Improvement shall be erected or shall be allowed to remain which violates any of the covenants, conditions or restrictions contained in this Declaration, or which violates any zoning or building ordinance or regulation. Section 9. Modifications of Plans and Specifications. Any and all alterations, deletions, additions and changes of any type or nature whatsoever to the plans and/or 28 specifications previously approved by the ARB shall be subject to the approval of the ARB in the same manner as is required for approval of original plans and/or specifications. Section 10. Enforcement. There is specifically reserved unto the ARB, and to any agent or member of the ARB, the right of inspection upon any portion of the Community for the purpose of determination by the ARB whether there exists any construction of any Improvement which violates the terms of any approval by the ARB or terms of this Declaration, or any amendments thereto, or of any other covenants, conditions and restrictions to which any deed or other instrument of conveyance makes reference. If any Improvement of any nature shall be constructed or altered without the prior written approval of the ARB, the Owner shall upon demand of the Association, cause such Improvement to be removed, or restored in order to comply with the plans and specifications originally approved by the ARB. The Owner shall be liable for the payment of all costs of such removal or restoration, including all costs and attorney's fees incurred by the Association. Such costs may also be the basis for the levy of a Compliance Assessments. The ARB is specifically empowered, upon receipt of Board of Directors' approval, to enforce the architectural and landscaping provisions of this Declaration, by any legal or equitable remedy, and in the event that it becomes necessary to resort to litigation to determine the propriety of any constructed Improvement, or to remove any unapproved Improvement or restore any tree or natural area, the Association shall be entitled to the recovery of court costs, expenses and attorney's fees in connection therewith. All costs, expenses and attorney's fees of the ARB, including those incurred in connection with its enforcement or other powers, as provided herein, shall be borne by the Association; provided, however, that nothing herein shall be deemed to negate the Association's right to an award of the Association's and the ARB's attorney's fees and costs if the Association is the prevailing party in any administrative or judicial proceeding. In the event that any Owner fails to comply with the architectural and landscape provisions contained herein, or other rules and regulations promulgated by the ARB, the ARB may, in addition to all other remedies contained herein as may be permitted by Wyoming law, record against that Owner's Lot a lien stating that the Improvements on the Lot fail to meet the requirements of the ARB. Section 11. Design Guidelines. The Board shall approve the initial Design Guidelines provided by Declarant adopted for use by the ARB. The ARB may from time to time revise the Design Guidelines, provided that said Design Guidelines shall not be revised without the prior written consent of Declarant. The Design Guidelines shall be available for review and coping at the principal office of the Association. Section 12. Approval of Individual Lot lmprovements. The provisions of this Section 12 and the Design Guidelines shall apply to the custom home builders and the Owners of individuals Lots who intend to develop and construct a Residence as their personal dwelling. All plans and specifications pertaining to the constructing of a custom Residence shall submit all plans and specifications for such Residence to Declarant's Design Review Committee, which shall have exclusive jurisdiction over all matters relating to such initial construction until such time as a certificate of occupancy for such custom Residence has been issued by the applicable Public Agency, Declarant hereby reserves the right to transfer and assign to the ARB all rights and obligations reserved in this Declaration and in the Design Guidelines presently vested in Declarant' s Design Review Committee pertaining to the right to review and approve 29 the initial construction of custom Residences and related Improvements on the Lots. The submission of plans and specifications must conform to the requirements imposed in the Design Guidelines. EACH OWNER OF A LOT SHALL BE RESPONSIBLE FOR COMPLIANCE WITH THE REQUIREMENTS, PROCEDURES AND TIME LIMITATIONS PROVIDED IN THE DESIGN GUIDELINES. ALL SUCH REQUIREMENTS MUST BE STRICTLY ADHERED TO, EXCEPT AS MAY BE EXPRESSLY PERMITTED BY DECLARANT'S DESIGN REVIEW COMMITTEE. Section 13 . Fees and Consultants. The ARB may adopt a schedule of reasonable fees for processing requests for approval. Such fees, if any, shall be payable to the Association at the time that the plans and specifications and other documents are submitted to the ARB. The payment of such fees, as well as other expenses of the ARB required to be paid, shall be deemed to be an Individual Assessments, enforceable against the Owner and the Lot as provided hereinabove. The ARB is expressly reserved the right and power, exercisable in its sole discretion, to procure the services of a consultant of its own choosing for purposes of assisting the ARB in its review of any plans or specifications, and the cost of such consulting services shall be the responsibility of the respective applicant or Owner of the Lot. Section 14. Exculpation and Cndemnity. Neither the Declarant, Merchant's Builders, the directors or officers of the Association, the members of the ARB, or ofDeclarant's Design Review Committee with respect to any design reviews and approvals pursuant to Sections 11 and 12 above, nor any person acting on behalf of any of them, shall be liable for any costs or damages incurred by any Owner or the Association or any other party whatsoever, due to any mistakes in judgment, negligence or any action of the ARB (or of Declarant's Design Review Committee, as applicable) in connection with the approval or disapproval of plans and specifications. Each Owner and occupant of any Lot within the Community agrees, as do their successors and assigns by acquiring title thereto or an interest therein, or by assuming possession thereof, that they shall not bring any action or suit against the Declarant, the directors or officers of the Association, or the members of the ARB or Declarant' s Design Review Committee in connection with the approval or disapproval of plans and specifications hereunder and under the Design Guidelines unless due to willful misconduct. The Association shall indemnify, defend and hold the ARB and each of its members harmless from all costs, fees and expenses (including attorneys' fees and the expenses of expert consultants) which the ARB or its members may incur on account of any claim in connection with the approval or disapproval of plans and specifications. Neither the Declarant, the directors or officers of the Association, the members of the ARB or Declarant' s Design Review Committee, nor any person acting on behalf of any of them, shall be responsible for any defects in any plans or specifications, nor for any defects in any Improvements constructed pursuant thereto. Each party submitting plans and specifications for approval shall be solely responsible for the sufficiency thereof and for the quality of construction performed pursuant thereto. The approval of any plan or design shall not be deemed approval of any plan or design from the standpoint of structural safety and/or conformance with building or other codes. 30 Article XID Use Restrictions The Community shall be used only for residential, recreational and related purposes (which may include, without limitation, business offices for the Declarant) as may more particularly be set forth in this Declaration and amendments hereto. Any Supplemental Declaration may impose stricter standards than those contained in this Article. The Association, acting through its Board of Directors, shall have standing and the power to enforce such standards. Section 1. Restrictions on Use of Lots. No Lot shall be occupied or used except for residential purposes by the Owners, their tenants, guests and invitees, except for such temporary uses or shall be permitted by Declarant while the Community is being developed and Lots are being sold by Declarant. Declarant reserves for itself the right to operate sales and models complexes until the last Lots is sold by Declarant provided that such activities do not unreasonably interfere with any Owner's use of the Common Area. No tent, shack, trailer, garage, outbuilding or structure of a temporary character shall be used at any time as a residence. (a) Lot Restrictions. Unless the Design Guidelines provide otherwise, each Lot shall be improved with one and only one Residence. (b) Floor Area. Minimum and maximum square footage of each Residence shall be outlined in the Design Guidelines. The design of all floor areas is subject to ARB approval. The calculation of square footage shall not include: garages, covered walks, open and/or screen porches, patios and pool areas. Square footage measurements shall be taken from outside exterior walls of Single-Family Residences. The ARB may grant variances with respect to first floor minimum footage for designs to fit the particular topography of any building site. ( c) Clearing and Removal of Tree . In reviewing building plans, the ARB shall take into account the natural vegetation, such as trees and shrubs, located on or near a Lot, and shall encourage the Owner to incorporate them in Owner's landscaping plan. No Lot may be cleared for any reason without the prior written approval of the ARB. No trees of four (4) or more inches in diameter and two (2) feet above the natural grade shall be cut or removed without the prior written approval of the ARB. If such a tree is removed, the Owner will replace it with a similar tree of equal value on another portion of the Lot, if so directed by the ARB. (d) Landscaping. The ARB must approve all landscape, hardscape and exterior lighting of all Lots in the Community, as provided in the Article herein entitled "Architectural Control." (e) Accessory Buildings. No accessory building of any kind will be permitted on any Lot except with the prior written approval of the ARB in accordance with the Design Guidelines, which shall be in the sole discretion of the ARB. (f) Course of Construction. During construction of a Residence or other Improvement, the Lot shall be kept in a neat and orderly condition so as not to cause an unsightly condition of the Lot. In the event the Owner or Owner's agent or employee (including, without 31 limitation, any contractor or subcontractor) shall fail to maintain the construction site as specified herein and such failure continues for at least seven (7) days following delivery of written notice thereof from the Association, the Association shall have the right, exercisable in its sole discretion, to remove any rubbish, refuse, unsightly debris and/or growths from the Lot. In the event the Association, after such notice, causes the subject work to be done, then, and in that event, the costs of such work, together with interest thereon at the maximum rate permitted by Wyoming law, shall be charged to the Owner as a Compliance Assessment. (g) Temporary Structures. No structure or object of a temporary character, such as, but not limited to, trailers, construction trailers, tents, shacks, sheds and garages, barns, or other temporary or other outbuildings shall be erected, kept or maintained on any Lot for any use whatsoever, either temporarily or permanently, except that a temporary construction office may be used on a Lot when approved, in advance by the ARB. The architectural site plan shall indicate the location of such temporary structure and shall include drawings reflecting the appearance of same. (h) Maintenance of Lots. All Lots shall be kept in a clean and sanitary condition, and no rubbish, refuse or garbage shall be allowed to accumulate or any fire hazard allowed to exist. All Lots and all areas between Lot lines and pavements shall be maintained by the Owners in the manner required by the Association. In the event an Owner fails to maintain Owner's Lot as aforesaid, the Association shall have the right, exercisable in its sole discretion, to mow, burn or clear any weeds, grass, underbrush or unsightly debris and/or growths from any Lot deemed by the Association to be a health menace, fire hazard or a detraction from the aesthetic appearance of the Community, provided, however, that at least seven (7) days prior notice shall be given by the Association to the Owner of such Lot before such work is done by the Association. In the event the Association, after such notice, causes the subject work to be done, then, in that event, the costs of such work may be levied against the offending Owner as a Compliance Assessment enforceable pursuant to the Article herein entitled "Nonpayment of Assessments." Such entry onto the Lot by the Association shall not be deemed a trespass. The Association may also, at the request of any Owner, and for an agreed charge to the Owner, maintain any undeveloped Lots, so as to prevent such undeveloped Lots from becoming unsightly as defined hereinabove. If unpaid, the cost of such work shall be a Compliance Assessment. (i) Setbacks. All setbacks shall meet the requirements of the Design Guidelines and applicable building, zoning or other governmental codes. U) Fences, Wall and Hedges. The composition, location and height of any fence, wall or hedge to be constructed on any Lot shall be approved in advance by the ARB. The ARB shall require the composition of any fence, wall or hedge to be consistent with the material used in the surrounding Single-Family Residences and other fences, if any. Chain link fencing may not be used except for fencing around tennis courts, and the club maintenance area, as determined by the Developer or Association. Fencing design must accompany the final working drawings submitted to the ARB for any proposed Residence. (k) Driveway. All driveways and parking areas shall have hard impervious, dustless surfaces, such as, concrete, brick, asphalt, or uncrushed stone. Driveways may connect 32 to Private Streets at only two (2) points of connection for each Lot, and such connection shall provide continuity of any drainage swale or curb and shall blend into the Private Street pavement. No curbside parking areas may be created by extending any portion of Private Street pavement. The design and location of all driveways shall be app roved in advance by the ARB. (1) Utilities. The central water and sewage system provided for service of the Community shall be used by all Owners. Each Owner shall connect Owner's water line to the water distribution main serving Owner's Lot, shall connect Owner's sewer line to the sewage collection line serving Owner's Lot and shall pay all availability charges, connection charges, periodic charges and the like in connection therewith. Each Owner shall maintain and repair Owner's water and sewer lines up to the point of delivery and collection. No individual water supply system shall be permitted. No water shall be obtained from any lake, stream or water body, subject to Section 3 of Article XV below. No septic tank or drain field shall be allowed on any Lot. (m) Lot Filling. No individual Lot may be precise graded for any reason until the ARB has reviewed and approved the preliminary application for the Single-Family Residence. (n) Lakes. No docks, piers or suspended walkways of any kind shall be constructed in or out over any lakes, lagoons or other water features within the Community, except by Declarant. (o) Clotheslines. No clothesline or outside drying area shall be located on any Lot. (p) Residential Signs. No sign or billboard of any kind shall be displayed by any Owner on any portion of the Community or a Lot, except one (1) sign of reasonable size, advertising that the particular Lot is for sale for rent or for lease. The ARB reserves the right to restrict size, color, content and location of such sign(s). No sign shall be nailed or attached to any tree. The Board shall have the right to adopt reasonable rules regarding signs to be used during construction of Residences and other buildings, such as Owner identification, name of contractor or architect, etc. The Owners of individual Lots shall be subject to the sign requirements provided in the Design Guidelines. The foregoing restriction shall not apply to Declarant until the Declarant has closed the sale ofDeclarant's final Lot. (q) ARB approval . Commercial Signs. Signs for the Commercial Lots shall be subject to (r) Garbage and Trash ontainers. No Lot shall be used or maintained as a dumping ground for rubbish, trash or other waste. All trash, garbage and other waste shall be kept in sanitary containers and except as required during trash collection, all containers shall be kept within an enclosure or out of sight from the Private Streets in the Community. (s) Antennas. Owners are prohibited from installing any antennae on the exterior of a Residence for any purpose, except for an "Authorized Antenna," which may be installed so long as the proposed location for such installation is reviewed by the ARB before the 33 installation to ensure that the visibility of the Authorized Antenna is minimized with respect to other Owners. The ARB may require that the location of the Authorized Antenna be moved so long as such review of the ARB does not (a) unreasonably delay or prevent installation, maintenance or use of the Authorized Antenna, (b) unreasonably increase the cost of installation, maintenance or use of an Authorized Antenna, or (c) preclude acceptable quality reception. An "Authorized Antenna" means (i) an antenna designed to receive direct broadcast satellite service, including direct-to-home satellite service, that is one meter or less in diameter, (ii) an antenna designed to receive video programming service, including multichannel multipoint distribution service, instructional television fixed service, and local multipoint distribution service, and is one meter or less in diameter or diagonal measurement, (iii) an antenna designed to receive television broadcast signals, and (iv) a mast supporting an antenna described in items (i), (ii), and (iii) above. The Association may adopt additional restrictions for installation or use of an Authorized Antenna on an Owner's Residence as part of the Association Rules so long as such restrictions do not (1) unreasonably delay or prevent installation, maintenance or use of an Authorized Antenna, (2) unreasonably increase the cost of installation, maintenance or use of an Authorized Antenna, or (3) preclude acceptable quality reception. The Association may prohibit the installation of any Authorized Antenna if the installation, location or maintenance of such Authorized Antenna unreasonably affects the safety of managers, agents or employees of the Association and other Owners, or for any other safety related reason established by the Association. The Association may also (A) prohibit an Owner from installing an Authorized Antenna on property which such Owner does not own or is not entitled to exclusively use or control under the Restrictions, or (B) allow an Owner to install an antenna other than an Authorized Antenna subject to the architectural standards and review by the ARB. (t) Conduct Affecting In urance. Nothing shall be done or kept on any Lot, within any Residence or in the Common Area which will increase the rate of insurance on the Common Area without the approval of the Association. No Owner shall permit anything to be done or kept in Owner's Lot or in the Common Area which will result in the cancellation of insurance on any Lot, on the Common Area or which would be in violation of any law. If, by reason of the occupancy or use of said premises by the Owner, the rate of insurance on the Common Area shall be increased, the Owner shall become personally liable for the additional . . msurance premiums. (u) Liability for Damage to the Common Area. Each Owner shall be liable to the Association, pursuant to the laws of the State of Wyoming, for any and all costs and expenses which may be incurred by the Association to repair any damage to the Common Area which may be sustained by reason of the negligence or willful misconduct of said Owner or of such Owner's family, tenants, lessees or contract purchasers, or their respective guests or invitees, whether a minor or adult. The Board shall be entitled to levy a Compliance Assessment to reimburse itself for all costs and expenses incurred by the Association. 34 (v) Nuisance . Noxious or offensive actlv1tles are prohibited within the Community and on any public street abutting or visible from the Community. The Board is entitled to determine if any device, noise, odor or activity constitutes a nuisance. By way of example, no Owner shall knowingly or willfully make or create any unnecessary, excessive or offensive noise or disturbance which destroys the peace, quiet and/or comfort of the Owners, or allow any such noise or disturbance to be made on or about Owner's Lot. (w) Boats, railers and Motor Vehicles. Except as specifically allowed and approved in advance by the Association, no commercial vehicles, boats, boat trailers, buses, house trailers, motor homes, camping trailers, motor scooters, go-carts, motorbikes or other similar vehicles ("Nonpermitted Vehicles), whether of a recreational nature or otherwise, with the exception only of four-wheel passenger automobiles and pickup trucks, shall be placed, parked or stored upon any Lot. However, Nonpermitted Vehicles may be placed, parked or stored inside an Owner's garage, ARB approved additional garage or ARB approved designated parking pad. The Owner shall be permitted to have a boat, boat trailer, motor home, camping trailer or other similar vehicles outside for up to but no more than forty-eight ( 48) hours if the Owner is preparing it for storage. (x) Regulation of Parking. Subject to the rights of the Association, through its officers, committees and agents, the Board is hereby empowered to establish "parking" and "no parking" areas within the Common Area and to enforce these parking limitations by all means lawful for such enforcement, including, but not limited to, the levying of fines and the citing and towing of vehicles. The Board shall have the authority to tow away and store any vehicle or similar equipment parked in violation of the above limitations whether the same shall belong to any Owner or a member of Owner's family or to any tenant, lessee, guest or invitee of any Owner. A Public Agency shall likewise be permitted to enter the Community to enforce "no parking" areas. Charges for such towing and storing shall be assessed against the Owner of the Lot which is responsible for the violation of such restrictions, and such assessment may be enforced as a Compliance Assessment. (y) Location of Improvements and Access. All Residences shall be constructed wholly within the Lot upon which the Residence is or shall be constructed, and legal access to all Lots shall be exclusively by way of the Private Streets and driveways within the Community or as dedicated on the recorded plats of the Community. (z) Home Occupation. Home occupations may be permitted on any Lot subject to the following limitations: (i) The home occupation shall be located and conducted inside dwelling Lots only; (ii) The principals and any other persons employed in furtherance of the home occupation shall be residents of the Residence in which it is located; provided, however, that where the ARB finds that a hardship exists, one (1) nonresident of the Lot may be employed in furtherance of the home occupation on a temporary basis for a period not to exceed twelve (12) months; 35 (iii) Not more than ten percent (10%) of the total floor area in the Residence Lot shall be devoted to the home occupation; (iv) The Residence shall not be used as a primary or incidental storage facility for a business, industrial, commercial, or agricultural activity conducted elsewhere; (v) No articles, materials, goods, or equipment indicative of the home occupation shall be visible from any Private Street or stored outside the Residence; (vi) The home occupation shall not be advertised by the display of goods or signs on the Lot on which it is located, or elsewhere in the Community; (vii) The proposed uses shall not generate noise, odor, fumes, or smoke, nor create a nuisance of any kind; (viii) No traffic shall be generated by the home occupation in greater volume than would normally be expected in a residential neighborhood; (ix) Teaching, including but not limited to tutoring and art, music and dance lessons, shall be permitted provided that it is limited to one (1) pupil at any given time; and home schooling of immediate family members is not limited to any number or immediate family members at any given time; (x) Barber shops, beauty shops, gift shops, gun sales, florist shops or other retail activities that are traditionally conducted in a commercial zoning district shall not be permitted under any circumstances; and (xi) The following home occupations, when deemed to be non-traffic generating uses posing no threat to the health, safety and welfare of the residents of the Community, shall be permitted subject to application by the occupant and approval by the Board of Directors: (1) artist, sculptor, author and song writer; (2) designer, planner, architect, engineer, draftsman, and graphic artist; and (3) accountant, lawyer, information processing, traveling salesperson, manufacturer's representative, insurance agent, real estate agent, and financial consultant. Section 2. Additional Protective Covenants. Declarant may include, in any contract, plat, or deed for any Lot additional protective covenants and restrictions not inconsistent with those contained herein. Section 3. Animals. No animals, livestock, horses or poultry of any kind shall be raised, bred or kept on any Lot or on the common areas. However, dogs, cats and other common household pets may be kept on Lots subject to the Association Rules and/or ordinance of the requisite Public Agency , so long as they are not kept, bred or maintained for commercial purposes, and no more than three common household pets are kept on any Lot. No animals shall be allowed to run loose on the Common Area at any time. 36 Section 4. Rules and Regulations. No person shall use the Common Area, or any Lot, or any other portion of the Community, in any manner contrary to, or not in accordance with, such rules and regulations as may be promulgated by the Association or such Traffic Regulation as may be promulgated by the Association from time to time, as same may be hereafter amended, as part of the Association Rules. Section 5. Storage, Accessorv Buildings, Utility Enclosures, and Waste Receptacle on Lots. Except as may be otherwise approved by the Declarant, no Lot shall be used for the outdoor storage of anything, including but not limited to construction materials, vehicles, waste and maintenance equipment and supplies. Waste receptacles will not be kept outof- doors except as specifically approved by the Declarant or the ARB Storage, maintenance and accessory buildings shall not be constructed or maintained on the property except in locations specifically approved by the Declarant and the ARB. Except as may be otherwise approved by the Declarant and the ARB, all cable, electric, gas, telephone, sewer, sewer grinder pumps, sewage and water pump stations and other utilities shall be installed and maintained underground, except that the telephone and electrical junction boxes and electrical transformers may be installed above ground in utility boxes as approved by the Declarant and the ARB. Section 6. Windows and Window Coverings. Aluminum foil, newspapers and other similar, nonstandard materials shall not be used as window coverings. Any drapes or other window coverings installed by an Owner in the windows of any Residence which are visible from any outside of the Residence, shall have a backing that is either similar to or compatible with the drapery color, or consisting of a beige, off-white or other similar, neutral-colored fabric. Article XIV Easements Section 1. Easements Reserved. Declarant hereby reserves to itself, its grantees, successors and assigns and the Association and their designees (which may include, without limitation, the requisite Public Agency, and any other utility company), nonexclusive easements upon, across, over and under the Community for ingress; egress; installation, replacing, repairing, and maintaining cable television systems, master television antenna systems, telephone systems, communication lines, storm and other drainage systems, sanitary systems, and security and similar systems; roads; walkways; bicycle pathways; streams; wetlands; water lines; street lights; irrigation systems; signage; and all other utilities, including, but not limited to, water, sewer, meter boxes, telephones, gas and electricity. No structure, planting or other material ( other than sod) shall be erected or maintained upon, across or over the utility easements except as may be approved in writing by Declarant. The rights granted to Declarant hereunder shall exist so long as the Declarant owns any portion of the Community. (i) Without limiting the generality of the foregoing, there are hereby reserved for the local water supplier, electric company and natural gas supplier nonexclusive easements across all Lots and Common Area, for ingress, egress, access installation, reading, replacing, repairing and maintaining utility meters and lines. Notwithstanding anything to the contrary contained in this Section, no sewers, electrical lines, water lines or other utilities may 37 be installed or relocated anywhere in the Community except as may be approved by the Board of Directors or as provided by Declarant. (ii) Should any entity furnishing a service covered by the general easement herein provided request a specific easement by separate recordable document, the Board of Directors shall have the right to grant such easement over the Common Area, without conflicting with the terms hereof The easements provided for in this Article shall in no way adversely affect any other recorded easement on the Common Area. Section 2. Private Street Easement. The Board shall have, by a two-thirds (2/3) vote of the Board of Directors the power to grant an easement over portions of the Private Streets within the Community to the neighboring property Owners for purposes of tying into the public road system, but only after the neighboring property owner obtains all the required approvals from a Public Agency. The Board shall not act unreasonably in granting the easement once the neighboring property owner obtains the required Public Agency approvals. In addition, so long as Declarant owns any portion of the Community the written consent of Declarant shall be required prior to the granting of said easements. Section 3. Utilities Shown on a Subdivision Plat. Easements have been created and reserved over all or pertinent portions of the Community, as applicable, for the construction, installation, maintenance, operation, repair and replacement of electric, telephone, cable television, water, gas, sanitary sewer and drainage facilities shown either on a Subdivision Plat or by instrument recorded in the Office of the County Clerk. Section 4. Easements for Public Services. In addition to the foregoing easements over the Lots and Common Area, Declarant hereby creates, establishes, grants and reserves easements for, including, but not limited to, the right of police, fire, ambulance and other public services and agencies to enter any part of the Community and for the purposes of serving the health, safety and welfare of all Owners in the Community. Section 5. Easements for Public Utilities. All Lots on the Community shall be subject to permanent, nonexclusive easements for public utility purposes in favor of a Public Agency, as may be shown on a Subdivision Plat. The easements are intended to establish the right to install, maintain, inspect, repair and replace as and when necessary, electricity lines, transformers and/or service junction boxes, telephone lines, cable television lines, street light standards, mailboxes, fire hydrants, utilities and other equipment designed to serve the Community. Section 6. Amendment to Eliminate Easements. As long as Declarant is an Owner, or has an interest in any portion of the Community, this Declaration cannot be amended to modify or eliminate any easements created, established and reserved herein in favor of Declarant without the prior consent of Declarant, and any attempt to do so shall have no legal effect. Any attempt to modify or eliminate the easements created, granted and reserved herein shall likewise require the prior written approval of Declarant. 38 Article XV Exemption of Declarant Declarant shall have the rights described in this Article, and neither the Association nor any Owner shall interfere with exercise of such rights. If there is a conflict between any other portion of this Declaration and this Article, this Article shall control. Section 1. Construction Rights. Declarant has the right to (a) subdivide or re-subdivide any portion of the Community, (b) complete or modify Improvements in the Common Area or any portion of the Community owned or leased solely or partially by Declarant, (c) alter Improvements and Declarant's construction plans and designs, (d) modify Declarant's development plan for the Community, including designating and redesigning Phases, reshaping the Lots or Common Area, and constructing Residences of larger or smaller sizes, values, and of different types, and (e) construct such additional Improvements as Declarant considers advisable in the course of development of the Community so long as any Lot in the Community remains unsold. Declarant may temporarily erect barriers, close off and restrict access to portions of the Common Area as reasonably necessary to allow Declarant to exercise the rights reserved in this Section so long as an Owner's access to Owner's Lot is not eliminated. Section 2. Sales and Marketing Rights. Declarant's rights under this Declaration include the right to install and maintain such structures, displays, signs, billboards, flags and sales offices as may be reasonably necessary to conduct the business of completing construction and disposing of the Lots by sale, resale, lease or otherwise. Declarant may use any Lots, Residences or mobile homes owned or leased by Declarant as model home complexes, real estate sales offices or leasing offices. Section 3. Creating Additional Easements. At any time before the Close of Escrow for the sale of a Lot in the Community, Declarant has the right to establish on such Lot additional licenses, easements, reservations and rights-of-way to itself, to utility companies or to others as Declarant determines is reasonably necessary to the Community's proper development and disposal. Section 4. Architectural Rights. Declarant and any Person to whom Declarant may assign all or a portion of its exemption under this Declaration need not seek or obtain ARB approval of any Improvements constructed anywhere in the Community by Declarant, its successors and assigns. Declarant, may, at its option, establish an independent design review committee for any area or party exempted from the jurisdiction of the ARB and/or Declarant' s Design Review Committee. Section 5. Use Restriction Exemption. Declarant and any Person to whom Declarant may assign all or a portion of its rights as Declarant under this Declaration is exempt from the restrictions established in the Article herein entitled "Use Restrictions." Section 6. Assignment of Rights. Declarant may assign its rights under the Declaration to any successor in interest to any portion of Declarant' s interest in the Community by a recorded written assignment. 39 Section 7. Exercise of Rights. Each Owner grants an irrevocable, special power of attorney to Declarant to execute and record all documents and maps necessary to allow Declarant to exercise its rights under this Article. Section 8. Use of Common Area. Declarant and its prospective purchases of Lots are entitled to the nonexclusive use of the Common Area, without further cost for access, ingress, egress, use or enjoyment, to (a) show the Community to prospective purchasers, and (b) dispose of the Community as described in this Declaration. Declarant and its prospective purchasers are also entitled to the nonexclusive use of any portions of the Community which are Private Streets, drives and walkways for construction access and vehicular pedestrian traffic to and from the Community. The use of the Common Area by Declarant may not unreasonably interfere with the use thereof by the other Owners. Section 9. Participation in the Association. The Association shall provide Declarant with written notice of the transfer of any Lot and all notices and other documents to which an Institutional Mortgagee is entitled pursuant to this Declaration, provided that Declarant shall be provided such notices and other documents without making written request therefor. Commencing on the date on which Declarant no longer has an elected representative on the Board, and continuing until the later to occur of the date on which Declarant (a) no longer owns a Lot in the Community or (b) cannot unilaterally annex property to the Community, the Association shall provide Declarant with written notice of all meetings of the Board as if Declarant were an Owner and Declarant shall be entitled to have a representative present at all such Board meetings ("Declarant's Representative"). The Declarant's Representative shall be present in an advisory capacity only and shall not be a Board member or have any right to vote on matters coming before the Board. Section 10. Annexation of Annexable Property. Declarant may at any time annex all or any portion of the Annexable Property to be subject to the terms of this Declaration, by recording a notice that all or an applicable portion of the Annexable Property has been made subject to the provisions of this Declaration. Section 11. Declarant Approval of Actions. Until Declarant no longer owns a portion of the Community, Declarant' s prior written approval is required for any amendment to this Declaration which would impair or diminish the rights Declarant to complete the Community, sell the Lots therein or complete the annexation of all Common Area. Further, until Declarant no longer owns a portion of the Community, the following actions, before being undertaken by the Association, must first be approved in writing by Declarant: (a) Any amendment or action requiring the approval of Institutional Mortgagees; (b) The levy of a Special Assessment for the construction of new facilities not constructed on the Common Area by Declarant; (c) Any significant reduction of Association maintenance or other services; or 40 ( d) Any modification or termination of any prov1s10n of the protective covenants in this Declaration benefiting Declarant. Section 12. .l\'l'arketing Name. The Community shall be marketed under the name Elkhorn Village and may be changed by Declarant in its sole discretion. Article XVI General Provisions Section 1. Term. The covenants and restrictions of this Declaration shall run with and bind the Community, and shall inure to the benefit of and shall be enforceable by the Association or the Owner of any property subject to this Declaration, their respective legal representatives, heirs, successors, and assigns, for a term of sixty (60) years from the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of ten (10) years, unless an instrument in writing, signed by a majority of the then Owners, has been recorded within the year preceding the beginning of each successive period of ten years, agreeing to change said covenants and restrictions, in whole or in part, or to terminate the same, in which case this Declaration shall be modified or terminated as specified therein. Section 2. Amendment. Declarant reserves the right to unilaterally amend this Declaration for any purpose during the "Declarant' s Control Period" defined and described in the Bylaws. Following such period, except as otherwise provided herein, this Declaration may be amended if Owners holding at least fifty one percent (51%) of the Total Votes of the Association consent and agree to such amendment at a meeting of the Owners duly held in accordance with the provisions of the Articles, Bylaws, and this Declaration; provided, however, that for the period of time that the Declarant is a Member of the Association as provided in the Bylaws, the Declarant's consent to such amendment shall be required, which consent may be given, withheld or conditioned in Declarant's sole discretion. Properly approved amendments shall be evidenced by instruments which are duly recorded with the County Clerk of Natrona County, Wyoming. Section 3. Sevembility. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions, which shall remain in full force and effect. Section 4. Right of Entry. The Association shall have the right, but not the obligation, to enter into any Lot for emergency, security, or safety reasons, and to inspect such Lot for the purpose of ensuring compliance with this Declaration, the Bylaws, and the Association Rules, which right may be exercised by the Board, its officers, agents, employees, managers, and all policemen, firemen, ambulance personnel, and similar emergency personnel in the performance of their respective duties. Except in an emergency situation in which case entry shall be immediate, entry shall only be during reasonable hours and after notice to the Owner. This right of entry shall include the right of the Association to enter a Lot to cure any condition which may increase the possibility of a fire or other hazard in the event an Owner fails or refuses to cure the condition within a reasonable time after request by the Board. 41 Section 5. Litigation/Arbitration. No arbitration, judicial or administrative proceeding shall be commenced or prosecuted by the Association unless approved by Members representing at least fifty-one percent ( 51 % ) of the Members entitled to vote. This Section shall not apply, however, to (a) actions brought by the Association to enforce the provisions of this Declaration (including, without limitation, the foreclosure of liens), (b) the imposition and collection of Assessments as provided in the Article herein entitled "Assessments," ( c) proceedings involving challenges to ad valorem taxation, or ( d) counterclaims brought by the Association in proceedings instituted against it. This Section shall not be amended unless such amendment is made by the Declarant or is approved by the percentage votes, and pursuant to the same procedures, necessary to institute proceedings as provided above. Section 6. Attorneys Fees. In the event of an action instituted to enforce any of the provisions contained in this Declaration, the Articles of Incorporation or the Bylaws, the party prevailing in such action shall be entitled to recover from the other party thereto as part of the judgment, reasonable attorneys' fees and costs of such suit. In the event the Association is a prevailing party in such action, the amount of such attorneys' fees and costs shall be a Special Assessments with respect to the Lot(s) involved in the action. Section 7. Use of the Words 'Elkhorn Village '. No Person shall use the word "Elkhorn Village" without the written consent of the Declarant. However, Owners may use the terms "Elkhorn Village" in printed or promotional materials when such term is used solely to specify that particular property located within and the Association shall be entitled to use the words "Elkhorn Village" in its name. Section 8. Compliance. Every Owner and occupant of any Lot shall comply with all lawful provisions of this Declaration, the Bylaws the Association Rules. Failure to comply shall be grounds for an action to recover sums due, for damages or injunctive relief, or for any other remedy available at law or in equity, maintainable by the Association or, in a proper case, by any aggrieved Owner or Owners. Section 9. Assignment of Declarant's Rights. Declarant may assign all or any portion of its rights and obligations as Declarant under this Declaration to a successor in interest to any portion of the Community by a written assignment recorded in the Official Records of the County. Article XVII Dispute .Resolution Section I. Dispute Resolution. Declarant, the Association and its officers, trustees, and committee members, all Persons subject to this Declaration, and any Person not otherwise subject to this Declaration who agrees to submit to this Article (collectively, "Bound Parties"), agree to attempt to resolve disputes involving the Community without the emotional and financial costs of litigation. Accordingly, each Bound Party agrees not to file a lawsuit for a Claim described in Section 2 of this Article XVII, without first submitting the Claim to the alternative dispute resolution procedures described in Section 2 below. 42 As used in this Article, the term "Claim" shall refer to my claim, grievance, or dispute arising out of or relating to: (a) the interpretation, application, or enforcement of the Governing Documents; (b) the rights, obligations, and duties of any Bound Party under the Governing Documents; or ( c) any dispute between an Owner and an owner or user of property outside of the Community, which dispute relates to the agricultural operations of the non-Community party; (d) the design or construction of improvements within the Community, other than matters of aesthetic judgment under Article IV, which shall not be subject to review, except The following shall not be considered Claims unless all parties to the matter otherwise agree to submit the matter to the procedures set forth in Section 2 of this Article XVII: (I) any Association action to collect assessments or other amounts due from any Owner; (2) any Association or Declarant action to obtain a temporary restraining order ( or emergency equitable relief) and such ancillary relief as the court may deem necessary in order to maintain the status quo and preserve the Association's ability to enforce the provisions this Declaration (relating to creation and maintenance of Community standards); (3) any suit between Owners, which does not include Declarant or the Association as a party, if such suit asserts a Claim which would constitute a cause of action independent of the Governing Documents; ( 4) any suit in which any indispensable party is not a Bound Party; and (5) any suit as to which the applicable statute of limitations would expire within 180 days of giving the Notice required by Section 2 of this Article XVII, unless the party or parties against whom the Claim is made agree to toll, or extend, the Claim's statute of limitations to comply with this Article. Section 2. Dispute Resolution Procedures. (a) Notice. The Bound Party asserting a Claim (Claimant) against another Bound Party (Respondent) shall give written notice (Notice) by mail or personal delivery to each Respondent, and to the Board, stating plainly and concisely: (i) the nature of the Claim, including the Persons involved and Respondent's role in the Claim; 43 (ii) the legal basis of the Claim (i.e., the specific authority out of which the Claim arises); (iii) the Claimant's proposed resolution or remedy; and (iv) the Claimant's desire to meet with the Respondent to discuss in good faith ways to resolve the Claim. (b) Negotiation. The Claimant and Respondent shall make every reasonable effort to meet in person and confer for the purpose of resolving the Claim by good faith negotiation. If requested in writing, accompanied by a copy of the Notice, the Board may appoint a representative to assist the parties in negotiating a resolution of the Claim. (c) Mediation. If the Bound Parties have not resolved the Claim through negotiation within thirty (30) days of the date of the Notice ( or within such other agreed upon period), the Claimant shall have thirty (30) additional days to submit the Claim to mediation with an entity designated by the Association (if the Association is not a party to the Claim) or to an independent agency providing dispute resolution services in the Natrona County, Wyoming area. Each Bound Party shall present the mediator with a written summary of the Claim. If the Claimant does not submit the Claim to mediation within such time, or does not appear for and participate in good faith in the mediation when scheduled, the Claimant shall be deemed to have waived the Claim, and the Respondent shall be relieved of any and all liability to the Claimant (but not third parties) on account of such Claim. If the Bound Parties do not settle the Claim within thirty (30) days after submitting the matter to mediation, or within such time as determined reasonable by the mediator, the mediator shall issue a notice of termination of the mediation proceedings indicating that the Parties are at an impasse and the date that mediation was terminated. The Claimant shall thereafter be entitled to file suit or to initiate administrative proceedings on the Claim, as appropriate. Each Bound Party shall bear its own costs of the mediation, including attorney fees, and each Party shall share equally all fees charged by the mediator. (d) Settlement. Any settlement of the Claim through negotiation or mediation shall be documented in writing and signed by the Bound Parties. If any Bound Party thereafter fails to abide by the terms of such agreement, then any other Bound Party may tile suit or initiate administrative proceedings to enforce such agreement without the need to again comply with the procedures set forth in this Section. In such event, the Bound Party taking action to enforce the agreement shall, upon prevailing, be entitled to recover from the non-complying Bound Party ( or each one in equal proportions) all costs incurred in enforcing such agreement, including, without limitation, attorney fees and court costs. Section 3. Initiation of Litigation by Associ.ation. The Association shall not initiate any judicial or administrative proceeding unless first approved by Members entitled to cast at least 75% of the total Class A votes in the Association, except that no such approval shall be required for actions or proceedings: (a) initiated during the Class B Control Period; 44 (b) initiated to enforce the provisions of this Declaration, including collection of assessments and foreclosure of liens; ( c) initiated to challenge ad valorem taxation or condemnation proceedings; ( d) initiated against any contractor, vendor, or supplier of goods or services arising out of a contract for services or supplies; or ( e) to defend claims filed against the Association or to assert counterclaims in proceedings instituted against its users.