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HomeMy WebLinkAboutNewport Ridge Leaf Blower DocumentsASSOCIATION GOVERNING DOCUMENTS In compliance with amendments to California Civil Code and Government Code, effective January 1, 2000, please attach tbis cover page to your copy of the association's governing documents. If this document contains any restriction based on race, color, religion, sex, familial status, marital status, disability, national origin, or ancestry, that restriction violates state and federal fair housing laws and is void. Any person holding an interest in this property may request that the county recorder remove the restrictive covenant language pursuant to subdivision (c) of Section 12956.1 of the Government Code. AFTER RECORDING MAIL TO: Doc# 93"()301553 05·MAY·1993 03:59 PM Gibson, Dunn & Crutcher 4 Park Plaza, Suite 1800 Irvine, CA 92714-8557 Attention: Brian R. Kirchoff, Esq. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR NEWPORT RIDGE COMMUNITY ASSOCIATION Table Of Contents Article Section 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.20 1.21 1.22 1.23 1.24 RECITALS DEFINITIONS Allowable Charges Annexation Property Annexed Property Apartment Building Apartment Lot Apartment Lot Owner Apartment Unit Articles; Bylaws Assessments Board Budget Canyon Watch Park Common Expenses Common Facilities Community Entry Monuments Community Slopes Condominium; Condominium Owner County Covered Property Coyote Canyon Landfill Crestridge Park Debris Basin Debris Basin Maintenance Easement Agreement Declarant 1 3 3 3 3 3 4 4 4 4 4 5 5 5 5 7 7 7 7 7 7 7 8 8 8 8 DECLARATION OF COVENANTS. CONDITIONS AND RESTRICTIONS FOR NEWPORT RIDGE COMMUNITY ASSOCIATION ORANGE COUNTY, CALIFORNIA THIS DECLARATION (the "Master Declaration") is made this 30th day of April, 1993 by The Irvine Company, a Michigan corporation (the "Declarant"), with reference to the following Recitals: RECITALS A. Declarant is the fee owner of certain real property located in the unincorporated territory of Orange County, Califomia described as Lots 1 2 through 20, inclusive, Lots 71,72 and 81, and Lots B, C, F and S of Tract No. 14571 per map filed in Book 697, Pages 28 to 39, inclusive, Miscellaneous Maps, Records of Orange County, California, together with a nonexclusive easement on, over and across Lot A of said Tract No. 14571 for vehicular and pedestrian ingress, egress and access, the drainage of surface water and the installation, maintenance and repair of utilities and other real property consisting of Master Common Area described on Exhibit C attached hereto (collectively, the "Initial Covered Property"). B. The Initial Covered Property is a portion of an overall project generally known as the Newport Ridge Planned Community (the "Newport Ridge Project"), a portion of which is proposed to be developed with a variety of residential housing products which may include, single family detached housing, town homes , condominiums and apartments. In addition, it is contemplated that the Newport Ridge Project will include private and public open space, recreational and other community facilities and a retail/commercial center. Because of the size of the overall Newport Ridge Project and time required to develop the project and market and sell residential housing therein, the Owner and/or occupant of a Residence or Apartment Unit within the Covered Property can expect to experience the consequences of such development for an extended period of time. In addition, an Owner and occupant should be aware that in connection with the development of a project the size of the Newport Ridge Project, proposed plans for the type of development and the timing for the completion thereof may be subject to change. Article Section 1.25 1.26 1.27 1.28 1.29 1.30 1.31 1.32 1.33 1.34 1.35 1.36 1.37 1.38 1.39 1.40 1.41 1.42 1.43 1.44 1.45 1.46 1.47 1.48 1.49 1.50 1.51 1.52 1.53 1.54 1.55 1.56 1.57 1.58 1.59 1.60 1.61 1.62 1.63 1.64 1.65 1.66 1.67 1.68 Dedication Agreement Delegate Delegate District Development Drainage Easement Agreement Drainage Encumbrance Agreement ORE EI Capitan Park Exhibit Family Federal Agencies Final Subdivision Public Report Harbor Watch Park Hazardous Material Improvement Initial Covered Property Joint Use Agreement-School Site Landfill Monitoring Program Local Government Lot Maintenance Association Maintenance Declaration Master Architectural and Landscape Standards Master Association Master Association Management Documents Master Association Rules Master Common Area Member Mortgage; Mortgagee MWD Newport Ridge Park Official Records Owner Park Dedication Agreement Participating Builder Phase Residence San Joaquin Reservoir Site Scenic Easement School District School Site Streetscape Supplementary Declaration Tract No. 14509 ii 9 9 9 9 9 9 10 10 10 10 10 10 10 11 11 12 12 12 12 12 13 13 13 13 13 13 13 14 14 15 15 15 15 15 15 16 16 17 17 17 17 17 17 18 Article Section Page 1 .69 Water Quality Control Plan 18 II EASEMENTS AND RIGHTS 18 2.01 Approval of Declarant and Participating Builders 18 2.02 Nature of Easements 18 2.03 Oil, Mineral Rights, Water Rights, Cable Television and Landfill Drainage Monitoring Program 18 2.04 Reservations to Declarant and Participating Builders 19 2.05 Easements for Owners 21 2.06 Easements for Master Association 21 2.07 Support, Settlement and Encroachment 22 2.08 Utilities and Cable Television 23 2.09 Subordination 23 2.10 Delegation of Use 24 2.11 Waiver of Use 24 III THE MASTER ASSOCIATION 24 3.01 General Duties and Powers 24 3.02 Power of Attomey 25 3.03 Master Association to Defend 25 3.04 Membership 26 3.05 Transfer 26 3.06 Delegation of Membership Rights 26 3.07 Voting Rights for Special Actions 26 3.08 Classes of Membership 26 3.09 Voting Power 27 3.10 Approval of Membership 28 3.11 Certificate Evidencing Approval 28 3,12 Pledge of Assessment Rights 29 3.13 Establishment of Delegate Districts 29 IV ASSESSMENTS 29 4.01 Agreement to Pay 29 4,02 Collection and Disbursement 30 4.03 Maximum Assessments 30 4.04 Excessive Assessments and Fees 33 4.05 Assessment Allocation 33 4.06 Not Subject to Lien 33 4.07 Certificate of Payment 34 4.08 Exempt Property, Abatement or Reduction of Assessments 34 4,09 Date of Commencement 34 4.10 No Offsets 35 4.11 Homestead Waiver 35 4.12 Reserves 35 iii Article Section Page V ENFORCEMENT OF ASSESSMENT LIENS 35 5.01 Delinquency 35 5.02 Personal Obligation; Lien 36 5.03 Foreclosure Sale 36 5.04 Subordination of Assessment Liens 36 VI USE RESTRICTIONS 37 6.01 Residential Use 37 6.02 Signs 38 6.03 Nuisance 38 6.04 Hazardous Material 39 6.05 Noises and Noxious Odors 39 6.06 Temporary Structures 39 6.07 Oil and Mineral Rights 39 6.08 Unsightly Items 39 6.09 Antennae; Roof Structures 40 6.10 Drainage 40 6.11 Leases 40 6.12 Insurance Rates 41 6.13 Aircraft 41 6.14 View 41 6.15 California Vehicle Code 41 6.16 Maintenance Association Use Restrictions 42 6.17 Exemption of Declarant and Each Participating Builder 42 9.01 Use of Coyote Canyon Landfill. Commercial Retail Site and Other Adjacent Property 42 9.01 Use of Reclaimed Water for Irrigation Purposes and Use of Water Softeners 44 VII REPAIR AND MAINTENANCE 45 7.01 By Master Association 45 7.02 By Owner 49 7.03 Noncomplianct;; by Owner 50 7.04 Maintenance of Public Utilities 50 7.05 Transfer of Master Common Area 50 7.06 Relationship with Maintenance Association 52 VIII INSURANCE 52 8.01 Obligation to Insure 52 8.02 Notice of Cancellation or Modification 54 8.03 Waiver by Owners 54 8.04 Annual Insurance Review 55 IXDESTRUCTION OF IMPROVEMENTS 55 9.01 Definitions 55 iv Article Section Page 9.02 Board Action 55 9.03 Reconstruction 56 9.04 Proceeds of Insurance 57 9.05 Reconstruction Assessments 57 9.06 Compliance with Plans 57 9.07 Determination of Allocable Proceeds 57 9.08 Distribution of Insurance Proceeds 58 9.09 Payment of Mortgagees 58 9.10 Requirements of Federal Agencies 58 X EMINENT DOMAIN 58 10.01 Definition of Taking 58 10.02 Representation by Board 58 10.03 Award 59 10.04 Inverse Condemnation 59 10.05 Requirements of Federal Agencies 59 XI ANNEXATIONS 59 11 .01 Plan of Development 59 11 .02 Annexation Without Approval 59 11.03 Annexation Pursuant to Approval 60 11 .04 Effectuation of Annexation 60 11.05 Mergers or Consolidations 61 11 .06 Dissolution and Transfer of Master Common Area to Government Entity or District 61 11.07 Deannexation 62 XII MORTGAGEE PROTECTION 62 12.01 Priority of Mortgage Lien 62 12.02 Curing Defaults 63 12.03 Resale 63 12.04 Material Changes 63 12.05 Notice 65 12.06 Mortgagees Furnishing Information 66 12.07 Conflicts 66 12.08 Priority of Mortgagee 66 12.09 Payment of Taxes or Premiums 66 XIII ENFORCEMENT OF BONDED OBLIGATIONS 67 XIV APARTMENT LOT OWNERSHIP 68 14.01 Delegation of Vote 68 14.02 Delegation of Use 68 14.03 Subdivision and/or Conversion to Condominium 68 v Article Section XV 15.01 15.02 15.03 15.04 15.05 15.06 15.07 15.08 15.09 15.10 15.11 15.12 15.13 15.14 15.15 15.16 15.17 15.18 15.19 XVI 16.01 16.02 EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E GENERAL PROVISIONS Enforcement No Waiver Cumulative Remedies Severability Term Construction Number and Gender Nuisance Attorneys' Fees Notices Conflicts Between Documents Conflicts Between Master Association Management Documents and Maintenance Association Documents Effect of Declaration Personal Covenant Nonliability of Officials Construction by Declarant or a Participating Builder Special Rights of Declarant and Participating Builders Inapplicability to Govemment Property Arbitration AMENDMENT PROVISIONS Vote of Association Petition to Amend Land Use Map Annexation Property Master Common Area in Initial Covered Property Private Storm Drain Improvements Community Entry Monuments vi Page 68 68 69 69 69 69 70 70 70 70 71 71 72 72 72 73 73 74 74 74 74 74 75 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR NEWPORT RIDGE COMMUNITY ASSOCIATION ORANGE COUNTY, CALIFORNIA THIS DECLARATION (the "Master Declaration") is made this 30th day of April, 1993 by The Irvine Company, a Michigan corporation (the "Declaranf'), with reference to the following Recitals: RECITALS A. Declarant is the fee owner of certain real property located in the unincorporated territory of Orange County, California described as Lots 1 2 through 20, inclusive, Lots 71, 72 and 81, and Lots B, C, F and S of Tract No. 14571 per map filed in Book 697, Pages 28 to 39, inclusive, Miscellaneous Maps, Records of Orange County, California, together with a nonexclusive easement on, over and across Lot A of said Tract No. 14571 for vehicular and pedestrian ingress, egress and access, the drainage of surface water and the installation, maintenance and repair of utilities and other real property consisting of Master Common Area described on Exhibit C attached hereto (collectively, the "Initial Covered Property"). B. The Initial Covered Property is a portion of an overall project generally known as the Newport Ridge Planned Community (the "Newport Ridge Project"), a portion of which is proposed to be developed with a variety of residential housing products which may include, single family detached housing, townhomes, condominiums and apartments. In addition, it is contemplated that the Newport Ridge Project will include private and public open space, recreational and other community facilities and a retail/commercial center. Because of the size of the overall Newport Ridge Project and time required to develop the project and market and sell residential housing therein, the Owner and/or occupant of a Residence or Apartment Unit within the Covered Property can expect to experience the consequences of such development for an extended period of time. In addition, an Owner and occupant should be aware that in connection with the development of a project the size of the Newport Ridge Project, proposed plans for the type of development and the timing for the completion thereof may be subject to change. A copy of the current land use map for the Newport Ridge Project is attached hereto as Exhibit A. The land use map indicates the proposed plans of development for the Newport Ridge Project and the uses of property surrounding the Covered Property as of the date thereon. However, Declarant and each Participating Builder make no representation concerning continued accuracy thereof and expressly disclaim any duty of responsibility to advise the Owners and any other occupants of any changes to the vicinity map required after the date of recordation of this Master Declaration in order to maintain the accuracy of this Exhibit. However, as changes to the overall development of the Newport Ridge Project occur, Declarant may, if it so chooses, cause a revised vicinity map to be attached to the then most recent Supplementary Declaration. C. The residential portion of the Newport Ridge Project is being developed by the Declarant as a "master planned community" as such term is discussed and described in Title 10, Section 2792.32 of the Califomia Administrative Code, consisting of a multi-phased planned unit development with common areas which will be maintained by the Master Association and with various Maintenance Associations to govern separate portions of the Covered Property. It is desirable that each portion of the Covered Property be developed with comparable and compatible architectural characteristics and with landscaping of a type and species complementary to such architectural characteristics. D. The Annexation Property is contemplated to be part of the residential portion of the Newport Ridge Project. E. The Declarant and Participating Builders are the fee owners of the Annexation Property. Some or all of the Annexation Property may be added to the Initial Covered Property to expand the property which is the Covered Property, from time to time, under this Master Declaration. For the above reasons, it is the desire and intention of the Declarant and each Participating Builder to establish the Covered Property as a multi-phased planned development in accordance with Section 1351 (k) of the California Civil Code, or any successor statute thereof, and to establish covenants, conditions and restrictions which will constitute a general scheme for the management, use, occupancy and enjoyment of the Covered Property, all for the purpose of enhancing and protecting the value, desirability and attractiveness of the Covered Property and enhancing the quality of life within the Covered Property. F. All persons who own or purchase a Residence within the Covered Property shall be Owners and Members as defined herein. NOW, THEREFORE, Declarant and the Participating Builders hereby covenant, agree and declare that all of the Covered Property shall be held and conveyed subject to the following covenants, conditions, restrictions and easements which are hereby declared to be for the benefit of the Covered 2 Property, and the owners thereof, their successors and assigns. These covenants, conditions, restrictions and easements shall run with the land and shall be binding upon all parties having or acquiring any right or title in the Covered Property or any part thereof, and shall inure to the benefit of each owner thereof and are imposed upon the Covered Property and every part thereof as a servitude in favor of each and every portion of the Covered Property as the dominant tenement or tenements. Any property covered by this Master Declaration may also be subject to one or more declarations of covenants, conditions and restrictions which will create planned unit developments and/or condominium projects and may contain recreational facilities and amenities intended for use and enjoyment by the members of the nonprofit mutual benefit corporation established for the purpose of exercising the powers and functions of a Maintenance Association established pursuant to such declaration of covenants, conditions and restrictions. ARTICLE I DEFINITIONS Unless the context clearly indicates otherwise, the following terms used in this Master Declaration are defined as follows: Section 1.01. "Allowable Charges" shall mean the costs, late charges and interest in the amounts permitted by Section 1366(c) of the Califomia Civil Code, or any successor statute thereof, which may be recovered by the Master Association when any Assessment becomes delinquent which, as of the date hereof, permits (i) reasonable costs incurred in collecting delinquent Assessments including reasonable attorneys' fees, (ii) a late charge not exceeding ten percent (10%) of the delinquent Assessments or Ten Dollars ($10.00), whichever is greater, and (iii) interest on all sums imposed in accordance with this Section, including the delinquent Assessment, reasonable costs of collection and late charges, at an annual percentage rate not to exceed twelve percent (12%) interest, commencing thirty (30) days after the Assessment becomes due. Section 1.02. "Annexation Property" shall mean and refer to that real property in Orange County, California described on Exhibit B attached hereto and incorporated herein by this reference, which may be annexed to and become a part of the Covered Property. Section 1.03. "Annexed Property" shall mean and refer to any property that is described in a Supplementary Declaration that has been recorded in the Official Records and has become a part of the Covered Property. Section 1.04. "Apartment Building" shall mean and refer to a separate building containing Apartment Units located within an Apartment Lot. 3 Section 1.05. "Apartment Lot" shall mean and refer to a Lot upon which one or more Apartment Buildings have been or will be constructed, which Apartment Lot shall be identified as such in the Supplementary Declaration annexing such Apartment Lot to the plan of this Master Declaration. In the event of any further subdivision of an Apartment Lot into more than one Lot each containing one or more Apartment Buildings, each such newly created Lot shall, effective on the date of the recording of the Tract or Parcel Map effecting such subdivision, be an "Apartment Lot." Section 1.06. "Apartment Lot Owner" shall mean and refer to the fee owner of an Apartment Lot. Section 1.07. "Apartment Unif' shall mean and refer to a residential apartment in an Apartment Building located within an Apartment Lot. Section 1.08. "Articles" and "Bylaws" shall mean and refer to the Articles of Incorporation and Bylaws of the Master Association as they may from time to time be duly amended. Section 1.09. "Assessments" shall mean each of the charges levied by the Board pursuant to the provisions of the Master Association Management Documents for the purposes indicated below: (a) "Capital Improvement Assessment" levied against each Owner in any calendar year applicable to that year only for the purpose of defraying, in whole or in part, the cost of any installation, construction or replacement of a described capital Improvement upon the Master Common Area to the extent the same is not covered by Reconstruction Assessments, including the necessary fixtures and personal property related thereto; (b) "Penalty Assessment" levied against an Owner as a monetary penalty as a disciplinary measure for failure of such Owner to comply with the provisions of the Master Association Management Documents, the Master Association Rules, the requirements of the Water Quality Control Plan or as a means of reimbursing the Master Association for costs incurred by the Master Association in the repair of damage to the Master Common Area for which the Owner was allegedly responsible or bringing such Owner and his or her Residence into compliance with the provisions of the Master Association Management Documents; (c) "Reconstruction Assessment" levied against each Owner to cover the cost to the Master Association for the repair, replacement or reconstruction of any portion or portions of the Insured Improvements pursuant to the provisions of the Article entitled "Destruction of Improvements" of this Master Declaration; 4 (d) "Regular Assessment" levied against each Owner for such Owner's proportionate share of the estimated Common Expenses for the forthcoming fiscal year; and (e) "Special Assessments" levied against all Owners to cover the cost of any action or undertaking on behalf of the Master Association which is not specifically covered under any other Assessment. In the event the Master Association undertakes to provide materials or services which benefit a particular Owner, such Owner in accepting such materials and services agrees that the cost thereof shall also be a Special Assessment. Section 1.10. "Board" shall mean the Board of Directors of the Master Association. Section 1.11. "Budget" shall mean an itemized written estimate of the income and Common Expenses of the Master Association prepared from time to time pursuant to the provisions of the Bylaws. Section 1.12. "Canyon Watch Park" shall mean and refer to that portion of the Master Common Area located within the Annexation Property and the Common Facilities thereon consisting of a passive trail system and view overlooks, together with landscaping and appurtenant irrigation improvements. Canyon Watch Park is depicted on Exhibit A attached hereto. Canyon Watch Park will be conveyed to the Master Association, subject to the terms and conditions of the Dedication Agreement which, in part, may result in the acceptance by Local Government of an offer of dedication, in which event Canyon Watch Park shall be transferred to the Local Government and be available for use by the general public. Section 1.13. "Common Expenses" shall mean and refer to the actual and estimated costs or amounts established by the Board, and set forth either in specified line items or covered in the contingency fund of the Master Association, all as set forth in the Budget, to be paid for: (a) maintenance management, operation, repair and replacement of the Master Common Area pursuant to the provisions of this Master Declaration; (b) unpaid Assessments; (c) management and administration of the Master Association, including, but not limited to, compensation paid by the Master Association to managers, accountants, attorneys, consultants and employees; (d) to the extent not separately metered or billed to a Maintenance Association or the Owners, utilities, trash pickup and disposal, 5 gardening and other services which generally benefit and enhance the value and desirability of the Covered Property; (e) premiums on all insurance and fidelity bonds maintained by the Master Association pursuant to the Article entitled "Insurance" of this Master Declaration (except for fidelity bonds obtained by a management agent for its officers, employees and agents); (f) adequate contingency funds to cover the deductible amounts of any insurance policies maintained by the Master Association and adequate reserves for the periodic maintenance, repair and replacement of Improvements maintained by the Master Association pursuant to this Master Declaration, including reserves for replacements for structural elements and mechanical equipment of recreational or other facilities maintained by the Master Association; (g) taxes paid by the Master Association; (h) discharge of any lien or encumbrance levied against the Master Common Area or portions thereof; (i) expenses incurred by committees established by the Board; 0) reimbursement of invoiced expenses to the MWD attributable to the maintenance of the Debris Basin pursuant to the terms and conditions of the Debris Basin Maintenance Easement Agreement; (k) maintenance, repair, replacement and restoration of the "Drainage System" (as such improvements are described in the Drainage Encumbrance Agreement) upon the transfer by the Declarant to the Master Association of the easements described in the Drainage Easement Agreement. The Drainage System is depicted on Exhibit D attached hereto or attached any Supplementary Declaration; (I) costs and expenses associated with the implementation of the Water Quality Control Plan; (m) to the extent not performed by the Local Government, the maintenance, repair, restoration and replacement of the underground private storm drain line, together with appurtenant Improvements, located, in part, within the public street more commonly known as Terrace Ridge and, in part, within EI Capitan Park, all of which Improvements are depicted on Exhibit D attached hereto or attached to any Supplementary Declaration; 6 (n) maintenance, repair, restoration and replacement of the Community Entry Monuments which are depicted on Exhibit E attached hereto or attached to any Supplementary Declaration; and (0) other expenses incurred by the Master Association for any reason whatsoever in connection with the Master Common Area, or the costs of any other item or items designated by the Master Association Management Documents, or in furtherance of the purposes of the Master Association or in the discharge of any duties or powers of the Master Association. Section 1.14. 'Common Facilities" shall mean and refer to the Improvements upon the Master Common Area which may be installed by the Declarant or a Participating Builder prior to or subsequent to the transfer of the Master Common Area to the Master Association. Section 1.15. "Community Entry Monuments" shall mean and refer to the community entry walls, lighting, landscaping, signage and other appurtenant improvements which are described on Exhibit E attached hereto or on any similar exhibit to a Supplementary Declaration. Section 1.16. "Community Slopes" shall mean and refer to that portion of the proposed Master Common Area located within the Annexation Property and the Common Facilities thereon that is described and depicted as the "Community Slopes" on Exhibit C attached hereto or on any similar Exhibit to a Supplementary Declaration, including shrubs, groundcover and other landscaping, together with irrigation Improvements and any other appurtenant Improvements. Section 1.17. "Condominium" and "Condominium Owner" shall mean, respectively, the estate and the Owner thereof of any condominium within the Covered Property within any condominium project established pursuant to Sections 1350 seq. of the Civil Code of the State of Califomia or any similar statute hereinafter enacted. Section 1.18. "County" shall mean and refer to the County of Orange, State of California. Section 1.19. "Covered Property" shall mean and refer to the real property consisting of the Initial Covered Property and, subsequent to the annexation thereof, any Annexed Property. The Covered Property is a common interest development as defined in Section 1351 (c) of the California Civil Code which is being developed as a multi-phased planned unit development. Section 1.20. "Coyote Canyon Landfill" shall mean and refer to the former landfill site which is located northeast of and adjacent to the Development. 7 The location of the Coyote Canyon Landfill is depicted on Exhibit A (Vicinity Map) attached hereto. Section 1.21. "Crestridge Park" shall mean and refer to that portion of the proposed Master Common Area located within the Annexation Property and the Common Facilities thereon which is proposed to be improved by the Declarant as an open landscaped area consisting of picnic and play areas and pedestrian walkways which may be used for recreational purposes by the Members but which shall also serve to collect and detain drainage runoff from the Development as well as adjacent real property. The location of Crestridge Park is depicted on Exhibit A (Vicinity Map) attached hereto. Crestridge Park will be conveyed to the Master Association, subject to the terms and conditions of the Park Dedication Agreement which, in part, may result in the acceptance by Local Government of an offer of dedication, in which event Crestridge Park shall be transferred to the Local Government and be available for use by the general public. Section 1.22. "Debris Basin" shall mean and refer to that portion of the Master Common Area located within the park more commonly known as EI Capitan Park adjacent to the San Joaquin Reservoir Site which because of the topography thereof can not be readily accessed or used by the Master Association or the Members and which shall be maintained by the MWD pursuant to the terms and conditions of the Debris Basin Maintenance Agreement. The Debris Basin is depicted on Exhibit A (Vicinity Map) attached hereto. Section 1.23. "Debris Basin Maintenance Easement Agreement" shall mean and refer to that certain easement granted by the Declarant (as Grantor) to MWD (as Grantee), recorded June 17, 1992, as Instrument No. 92-407857, of Official Records. Section 1.24. "Declarant" shall mean and refer to: (a) The Irvine Company, a Michigan corporation, its successors and assigns, by merger, consolidation or by purchase of all or substantially all of its assets; and (b) any person or entity, his or its successors and assigns, to which the foregoing Declarant has assigned any or all of its rights and obligations as Declarant by an express assignment referring to this Master Declaration incorporated in a recorded instrument, including but not limited to a deed, lease, option agreement, land sale contract or assignment, as the case may be, transferring such interest if such assignee agrees in writing with Declarant to accept such assignment. (c) The term "Declarant" shall not mean or refer to any Participating Builder, unless a specific assignment is made by Declarant to a Participating Builder in accordance with paragraph (b) above. 8 Section 1.25. "Dedication Agreement" shall mean and refer to that certain agreement entitled "San Joaquin Hills-Buck Gully Irrevocable Offer of Dedication," which shall be recorded as an encumbrance against Canyon Watch Park and Harbor Watch Park prior to the transfer thereof to the Master Association. Section 1.26. "Delegate" shall mean and refer to the persons appointed in the manner provided in the Master Association Management Documents to represent all of the Members other than Declarant and the Participating Builders within the portion of the Covered Property comprising the Delegate District of such Delegate and to represent the collective voting power of all such Members at meetings of the Master Association, and shall also mean and refer to the persons elected by each of the Declarant and Participating Builders to represent the collective voting power of each of the Declarant and Participating Builders separately as provided in more detail in the Master Association Management Documents. Section 1.27. "Delegate District" shall mean and refer to a particular portion of the Covered Property which is created in the manner described in the Section entitled "Establishment of Delegate Districts" of the Article entitled "The Master Association" of this Master Declaration. Section 1.28. "Development" shall mean and refer to the Covered Property and the Annexation Property. Section 1.29. "Drainage Easement Agreement" shall mean and refer to that certain easement recorded June 17, 1992, as Instrument No. 92-407855, of Official Records, pursuant to which MWD has granted to the Declarant for the benefit of the Development a nonexclusive easement for drainage purposes over the San Joaquin Reservoir Site together with a nonexclusive easement for the maintenance of certain drainage system improvements more particularly described as the "Drainage System" in the Drainage Encumbrance Agreement. Section 1.30. "Drainage Encumbrance Agreement" shall mean and refer to that certain agreement between the Declarant and MWD recorded June 17, 1992, as Instrument No. 92-407854, of Official Records pursuant to which the Declarant has installed certain improvements described therein as the "Drainage System" within the San Joaquin Reservoir Site for the benefit of the Development and has made certain Improvements to the Debris Basin. In addition, the Drainage Encumbrance Agreement contains certain covenants which run with the land and which burden and benefit both the San Joaquin Reservoir Site and portions of the Development and mutual indemnities with respect to the use and discharge of certain "hazardous materials" as defined therein which shall be binding upon the successors in interest of the parties to title to the MWD Site and said portions of the Development, including the Master Association. 9 Section 1.31. "ORE" shall mean and refer to the Department of Real Estate of the State of California. Section 1.32. "EI Capitan Park" shall mean and refer to that portion of the Master Common Area within the Initial Covered Property described and depicted on Exhibit C attached hereto and the Common Facilities thereon which consist of a park facility with play fields. a trail system and a gazebo overlook. EI Capitan Park shall be transferred to the Master Association subject to an offer of dedication and an existing but unimproved roadway easement in favor of the City of Newport Beach for the purpose of constructing extensions of local collector roads. Section 1.33. "Exhibit" shall mean and refer to any document so designated herein and attached hereto or so designated in a Supplementary Declaration and attached thereto. Each of such Exhibits is by this reference incorporated into this Master Declaration or such Supplementary Declaration. Section 1.34. "Family" shall mean: (1) a group of natural persons related to each other by blood or legally related to each other by marriage or adoption. or (2) a group of natural persons not all so related who maintain a common household in a Residence. Section 1.35. "Federal Agencies" shall mean and refer to collectively one or more of the following agencies and the following letter designation for such agencies shall mean and refer to respectively the agency specified within the parentheses following such letter designation: FHA (Federal Housing Administration). FHLMC (Federal Home Loan Mortgage Corporation). FNMA (Federal National Mortgage Association). GNMA (Government National Mortgage Association), VA (Veterans Administration). Section 1.36. "Final Subdivision Public Report" shall refer to that report issued by the ORE pursuant to Section 11018.2 of the California Business and Professions Code or any similar statute hereafter enacted. Section 1.37. "Harbor Watch Park" shall mean and refer to that portion of the Master Common Area located within the Annexation Property and the Common Facilities thereon consisting of a passive trail system and view overlook. together with landscaping and appurtenant irrigation improvements. Harbor Watch Park is depicted on Exhibit A attached hereto. Harbor Watch Park will be conveyed to the Master AssOCiation. subject to the terms and conditions of the Dedication Agreement which, in part. may result in the acceptance by Local Government of an offer of dedication. in which event Harbor Watch Park shall be transferred to the Local Government and be available for use by the general public. 10 Section 1.38. "Hazardous Material" means any substance: (a) which is or becomes defined as a "hazardous waste" or "hazardous substance" under any government environmental requirement, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. section 9601 seq.) or the Resource Conservation and Recovery Act (42 U.S.C. section 6901 at seq.); or (b) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, any State of the United States, or any political subdivision thereof; or (c) the presence of which causes or threatens to cause a nuisance to other properties or poses or threatens to pose a hazard to the Covered Property or to the health or safety of persons on or about the Covered Property, including, but not limited to, refuse, debris, weeds, pet wastes, chlorinated water from a pool or spa, and household and garden chemicals and sprays; or (d) which contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or (e) which contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam insulations. Section 1.39. "Improvement" shall mean: (a) all structures and appurtenances thereto of every type and kind, including but not limited to, buildings, outbuildings, gazebos, walkways, underpass crossings, sprinkler and sewer pipes or lines, drainage lines and catch basins, garages, swimming pools, tennis courts, parks and other recreational facilities, attendant gates, attendant houses, roads, driveways, walkways and other hardscape, parking areas, fences, gates, screens, screening walls, entry walls, retaining walls, awnings, patiO and balcony covers, stairs, decks, landscaping, hedges, slopes, windbreaks, the exterior surfaces of any visible structure, trees and shrubs, flowers, poles, signs, lighting fixtures, solar or wind powered energy systems or equipment, communications and any other electronic or security systems, and heater or air conditioning and heating fixtures and equipment; (b) the demolition or destruction by voluntary action of any structure or appurtenance thereto of every type and kind; 11 (c) the grading, excavation, filling, or similar disturbance to the surface of the land including, without limitation, change of grade, change of ground level, change of drainage pattern or change of streambed; (d) slopes, medians and parkways, including, without limitation, the landscaping, fuel modification Improvements, and other plantings thereon; (e) trees and other landscaping and planting, and the clearing or removing of trees, shrubs, grass, or plants; and (f) any change or alteration of any Improvement including any change of exterior appearance, color or texture. Section 1.40. "Initial Covered Property" shall mean and refer to the real property described in Recital C of this Master Declaration. Section 1.41. "Joint Use Agreement-School Site" shall mean and refer to that certain agreement which may be entered into by the Declarant and the School District pursuant to which the students which attend the school which is proposed to be constructed upon the School Site shall be entitled to utilize EI Capitan Park. If entered into, the Joint Use Agreement-School Site would encumber EI Capitan Park, and the Master Association would be conveyed title to EI Capitan Park, subject to the terms and conditions thereof, and the use of EI Capitan Park would be subject thereto, including the possible use for more active recreational type activities. Section 1.42. "Landfill Monitoring Program" shall mean and refer to that certain program developed by Kleinfelder and Mandeville, draft dated March 1993, as amended, entitled "Newport Ridge Project Perimeter Probe Monitoring Program", pursuant to which certain probes and related devices shall be installed within the land which comprises a portion of the proposed Newport Ridge Park for the purpose of determining whether or not landfill gas has migrated into the land beneath the Development and shall be maintained and monitored by: (a) the Declarant on a temporary basis and (b) Local Government on a permanent basis. Section 1.43. "Local Government" shall mean and refer to any city in which the Covered Property is located. If the Covered Property is not located within a city, "Local Government" shall mean and refer to the County. Section 1.44. "Lot" shall mean and refer to a lot shown on a final map or a parcel shown on a parcel map filed for record in the County, which lot or parcel is described in this Master Declaration or on any Supplementary Declaration as part of the Covered Property, as such lot or parcel may be adjusted from time to time by any recorded lot fine adjustment. Lot shall not include any Master Common Area which is transferred in fee title to the Master Association. 12 Section 1.45. "Maintenance Association" shall mean and refer to any nonprofit mutual benefit corporation which is formed among other reasons to facilitate the maintenance and operation of any portion of the Covered Property. which is either owned in common by the Owners who are members of such nonprofit mutual benefit corporation or which is owned by such nonprofit mutual benefit corporation for the benefit of the Owners who are its members, or to enforce or administer any Maintenance Declaration. Section 1.46. "Maintenance Declaration" shall mean any declaration of covenants, conditions and restrictions recorded by Declarant or a Participating Builder, other than those contained herein or in a Supplementary Declaration, which shall be applicable to only a particular portion of the Covered Property. Section 1.47. "Master Architectural and Landscape Standards" shall mean and refer to (a) those certain building material features, color and materials palette and related information applicable to the construction and installation of Improvements upon the Covered Property which may be initially established by Declarant and adopted by the Board and as may be revised by the Board from time to time, and (b) the list of the type and species of trees, plants and plant materials, together with standards and guidelines for the maintenance thereof which shall regulate landscape Improvements installed and maintained within the Covered Property which may be established by Declarant and adopted by the Board and as may be revised by the Board from time to time. Section 1.48. "Master Association" shall mean and refer to Newport Ridge Community Association, a Califomia nonprofit mutual benefit corporation, its successors and assigns. Section 1.49. "Master Association Management Documents" shall mean and refer to the Articles, Bylaws, Master Declaration and any amendments to any of the foregoing. Section 1.50. "Master Association Rules" shall mean and refer to rules adopted, amended and repealed from time to time by the Board pursuant to the Article of the Bylaws entitled "Discipline of Members". Section 1.51. "Master Common Area" shall mean and refer to real property and the Common Facilities thereon owned in fee, by easement, located within rights-of-way or leased from time to time by the Master Association for the benefit of the Owners, including, without limitation, Canyon Watch Park, the Newport Ridge Park, Harbor Watch Park. EI Capitan Park, Crestridge Park, Community Slopes. Streetscapes, Community Entry Monuments and other areas and Improvements thereon. The Master Common Area within the Initial Covered Property is described and depicted on Exhibit C attached hereto and incorporated herein by this reference. Master Common Area in Annexation Property shall be described on a similar Exhibit to a Supplementary Declaration which annexes all or any portion of the Annexation 13 Property to this Master Declaration. Because of the uncertainty in development plans for Annexation Property, a precise legal description for the Master Common Area within Annexation Property may not be available at the time of recordation of such Supplementary Declaration. In such event, the Declarant and each Participating Builder reserves the right to attach a pictorial which approximately describes such Master Common Area to such Supplementary Declaration provided that a precise legal description shall be attached to the instrument which conveys said Master Common Area either in fee or by easement to the Master Association which shall be recorded concurrently with the close of the first escrow for a Residence within the Phase of which the Master Common Area is a part. Section 1.52. "Member" shall mean and refer to any person or entity who is an Owner, including Declarant and any Participating Builder or Apartment Lot Owner as long as Declarant, a Participating Builder or an Apartment Lot Owner continues to be an Owner. Section 1.53. "Mortgage" and "Mortgagee" shall mean and refer respectively to any duly recorded mortgage or deed of trust encumbering a Residence and the holder of the mortgagee's or beneficiary's interest under any such Mortgage. "First Mortgage" and "First Mortgagee" shall mean and refer respectively to a Mortgage which has priority over all other Mortgages encumbering a specific Residence and the holder of the mortgagee's or beneficiary's interest under any such First Mortgage. The following additional terms describe Mortgagees or insurers or guarantors of Mortgages who are entitled to specific rights described in the Master Association Management Documents: "Eligible Mortgage Holder" shall mean a First Mortgagee who is entitled to receive notification from the Master Association and who has the right to vote or approve any proposed 'amendment or action that requires the consent of a percentage of Eligible Mortgage Holders. Such Eligible Mortgage Holder shall be entitled to receive such notification and to vote on such matters only if such Eligible Mortgage Holder delivered to the Board a prior written request therefor. Wherever the approval of all or a specified percentage of Eligible Mortgage Holders is required it shall be deemed to mean the vote or approval of all or of a specified percentage only of those First Mortgagees who have become Eligible Mortgage Holders by reason of having provided such notification to the Board. Wherever the vote or written approval of Eligible Mortgage Holders is required, it shall be deemed to mean such vote or approval of the percentage specified based on one (1) vote for each First Mortgage held. "Requesting Mortgagee, Insurer or Guarantor" shall mean the Mortgagee, insurer or guarantor of a Mortgage entitled to receive timely written notification from the Master Association of certain matters as 14 provided elsewhere in the Master Association Management Documents. To be entitled to receive such notification, the Mortgagee, insurer or guarantor must deliver to the Master Association a written request therefor stating the name and address of such Mortgagee, insurer or guarantor and the address or other identification of the Residence encumbered by the Mortgage held, insured or guaranteed by such Mortgagee, insurer or guarantor. Section 1.54. "MWD" shall mean and refer to The Metropolitan Water District of Southern California, a public entity, as Trustee under the San Joaquin Reservoir Trust Agreement dated July 1, 1980. Section 1.55. "Newport Ridge Park" shall mean and refer to that portion of the proposed Master Common Area located within Annexation Property and the Common Facilities thereon consisting of a park with basketball courts, tennis court facilities, open play fields, pedestrian paths, trails, trellis structures, restroom facilities and parking facilities, together with landscaping and appurtenant irrigation improvements. Newport Ridge Park is depicted on Exhibit A (Vicinity Map) attached hereto. Newport Ridge Park will be conveyed to the Master Association, subject to the terms and conditions of the Park Dedication Agreement which, in part, may result in the acceptance by Local Government of an offer of dedication, in which event Newport Ridge Park shall be transferred to and shall be maintained by the Local Government and shall be available for use by the general public. Section 1.56. "Official Records" shall mean the Official Records in the Office of the County Recorder of the County. Section 1.57. "Owner" shall mean and refer to one or more persons or entities who are alone or collectively the record owner of a fee simple title to a Residence, including Declarant, each Participating Builder and each Apartment Lot Owner, but excluding those having any such interest merely as security for the performance of an obligation. If a Residence has been sold under a land sale contract in which the State of California is the vendor, then the vendee shall be deemed to be the Owner of such Residence. Section 1.58. "Park Dedication Agreement" shall mean and refer to that certain agreement between the Declarant and County entitled "Irrevocable Offer of Declaration for Crestridge Park and Newport Ridge Community Park" in which an offer of dedication is contained which shall be recorded as an encumbrance against Newport Ridge Park and Crestridge Park prior to the transfer thereof to the Master Association. Section 1.59. "Participating Builder" shall mean a natural individual, a corporation or any other entity with the legal right to hold title to real property, who owns a portion of the Covered Property and/or Annexation Property and who acquires same for the purpose of developing such portion for resale to the general 15 public, or for improving and transferring same to the Master Association or a Maintenance Association; provided, however, that the term "Participating Builder" shall not mean or refer to Declarant, an Apartment Lot Owner or its successors. There is no Participating Builder for the Initial Covered Property. The Participating Builder for any portion of the Annexation Property shall be identified in the Supplementary Declaration which annexes the Annexation Property or any portion thereof to this Master Declaration. Section 1.60. "Phase" shall mean and refer to each increment of the Covered Property on which the DRE has issued a separate Final Subdivision Public Report and, with respect to which, upon the close of escrow of the first Residence therein, Assessments and the right to vote shall commence as to all Residences in such Phase and the Owners thereof. A Phase which consists only of Apartment Units shall be described as such in a Supplementary Declaration. "First Phase" shall mean the first of any such Phases to have had a conveyance of a Residence which requires the delivery of a Final Subdivision Public Report. Section 1.61. (a) "Residence" shall mean and refer to: (i) a Lot improved with a completed residential dwelling which has been transferred to a member of the home buying public requiring the delivery of a Final Subdivision Public Report; (ii) an unimproved or partially improved Lot owned by the Declarant or a Participating Builder located within a Phase for which Assessments have commenced; (iii) a Condominium; and (iv) an Apartment Building. (b) "Residence" shall specifically not include: (i) Master Common Area; (ii) any real property owned or leased by a Maintenance Association for the common use and enjoyment of its members; and (iii) an unimproved or partially improved Lot which is either owned by the Declarant or which has been conveyed by Declarant to a Participating Builder for the purpose of constructing or creating thereon Residences for sale or lease to the public for which Assessments have not commenced. 16 Section 1.62. "San Joaquin Reservoir Site" shall mean and refer to the one (1 ) billion gallon water reservoir which is operated by the MWD. The location of the San Joaquin Reservoir Site is depicted on Exhibit A (Vicinity Map). Section 1.63. "Scenic Easement" shall collectively mean and refer to those certain Grants of Easement: (a) recorded by Declarant in favor of the County over a portion of the proposed Master Common Area located within Annexation Property more particularly described as Lots C through L, inclusive, of Tract No. 14509 which was recorded on February 26,1992, as Instrument No. 92-114052, of Official Records; and (b) recorded or offered for dedication on any recorded final subdivision map by a Participating Builder or the Declarant along certain portions of the Annexation Property located adjacent to the right-of-way for San Joaquin Hills Road. Section 1.64. "School District" shall mean and refer to the Newport-Mesa Unified School District. Section 1.65. "School Site" shall mean and refer to that certain real property located adjacent to the Initial Covered Property which is reserved for possible development by the School District as a school facility. The School Site is depicted on Exhibit A (Land Use Map) attached hereto. Section 1.66. "Streetscape" shall mean and refer to that portion of the Master Common Area and the Common Facilities thereon consisting of landscaping with appurtenant irrigation systems and hardscape which are located adjacent to public rights-of-way. The Streetscape may also include certain medians, those portions of parkways and any other Improvements located within public rights-of-way to the extent not maintained by the Local Government or other government entity or a Maintenance Association, which Improvements the Master Association either elects to maintain or concerning which the duty to maintain is assigned to the Master Association as described in this Master Declaration, a Supplementary Declaration, a grant deed or grant of easement which conveys such Master Common Area to the Master Association. The Streetscape within the Initial Covered Property is described and depicted on Exhibit C attached hereto. Any Streetscape within Annexation Property shall be described and depicted on a similar Exhibit to a Supplementary Declaration which annexes such Annexation Property to the Covered Property. Section 1.67. "Supplementary Declaration" shall mean a writing annexing additional property extending the plan of this Master Declaration to such additional property as provided in the Article entitled "Annexations" of this Master Declaration. Such writing must be recorded in the Official Records of the County and shall incorporate by reference all of the covenants, conditions, restrictions, reservations, easements and other provisions of this Master Declaration. Also, such Supplementary Declaration shall contain such other provisions set forth in this Master Declaration relating to Supplementary Declarations and such 17 complementary additions and modifications of the covenants, conditions and restrictions contained in this Master Declaration as may be necessary to reflect the different character, if any, of the Annexed Property, but which are not inconsistent with the plan of this Master Declaration. Section 1.68. "Tract No. 14509" shall mean and refer to final subdivision map for Tract No. 14509, recorded February 26, 1992, in Book 688, Pages 1 to 1 6, inclusive, of Miscellaneous Maps of the Official Records. Section 1.69. "Water Quality Control Plan" shall mean and refer to the program described in the document entitled "Water Quality Control Plan" prepared by Rivertech, Inc., dated April 1992, which has been developed by the Declarant in response to the conditions of approval imposed upon Development by the County upon the Newport Ridge Project, which, in part, provides for: (a) the periodic distribution to Members by the Master Association or by a Maintenance Association of educational information regarding: (i) the proper means of disposal of Hazardous Materials and pet wastes, (ii) the problems associated with and rules and regulations to address non-point pollution generated from the Development, (iii) the establishment of proper practices for the use of fertilizers, pesticides and herbicides and (iv) the establishment of proper irrigation methods, and (b) the maintenance by the Master Association or a Maintenance Association of warning signs installed by the Declarant or a Participating Builder at the entrance to storm drains and other drainage devices within the Development prohibiting the disposal of Hazardous Materials therein. ARTICLE II EASEMENTS AND RIGHTS Section 2.01 • Approval of Declarant and Participating Builders. As long as Declarant and a particular Participating Builder (who is the holder of a particular easement or right which is sought to be modifled) is an Owner, any attempt to modify or eliminate this Article or any other easement or right reserved to Declarant and a particular Participating Builder in this Master Declaration shall require the prior written approval of Declarant and the particular Participating Builder. Section 2.02 • Nature of Easements. Unless otherwise set forth herein, all easements reserved to Declarant herein shall be non-exclusive. Section 2.03 -Oil. Mineral Rights. Water Rights. Cable Television and Landfill Monitoring Program. Declarant hereby reserves, together with the right to grant and transfer all or a portion of same: (a) All oil, oil rights, minerals, mineral rights, natural gas rights, and other hydrocarbons by whatsoever name known, geothermal 18 steam, and all products derived from any of the foregoing, that may be within or under the Covered Property, together with the perpetual right of drilling, mining, exploring and operating therefor and storing in and removing the same from said land or any other land, including the right to whipstock or directionally drill and mine from lands other than the Covered Property, oil or gas wells, tunnels and shafts into, through or across the subsurface of the Covered Property and to bottom such whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to red rill , retunnel, equip, maintain, repair, deepen and operate any such wells or mines; but without, however, the right to drill, mine, store, explore and operate through the surface or the upper five hundred (500) feet of the subsurface of the Covered Property; (b) Any and all water, water rights or interests therein appurtenant or relating to the Covered Property or owned or used by Declarant in connection with or with respect to the Covered Property (no matter how acquired by Declarant), whether such water rights shall be riparian, overlying, appropriative, littoral, percolating, prescriptive, adjudicated, statutory or contractual, together with the right and power to explore, drill, red rill , remove and store the same from or in the Covered Property or to divert or otherwise utilize such water, rights or interests on any other property whether or not such other property is owned or leased by Declarant; but without, however, any right to enter upon the surface of the Covered Property in the exercise of such rights. (c) The right to place on, under or across the Covered Property, transmission lines and other facilities for a community antenna television system and thereafter to own and convey such lines and facilities, and an easement to enter upon the Covered Property to service, maintain, repair, reconstruct and replace said lines and facilities; provided, however, that the exercise of such rights shall not unreasonably interfere with an Owner's reasonable use and enjoyment of the Covered Property. (d) An easement over the proposed Master Common Area within the Annexation Property more particularly described as Newport Ridge Park (Lots 8 and 10 of Tract No. 14509), for the purpose of conducting the Landfill Monitoring Program. (e) Any easements shown on any recorded final tract or parcel map covering the Covered Property, including, but not limited to, easements for ingress and egress over any bicycle, pedestrian, equestrian or other trail shown. The reservation of this easement shall not imply any right of public use of the Covered Property or Improvements. Section 2.04 • Reservations to Declarant and Participating Builders. There is hereby reserved to Declarant for itself over the entire Covered Property and to 19 each Participating Builder over that portion of the Covered Property ("pertinent portion") subject to a Maintenance Declaration recorded by the Participating Builder, together with the right to grant and transfer all or a portion of same: (a) Imorovements. Easements (i) over all (with respect to the Declarant) or the pertinent portion (with respect to each Participating Builder) of the Master Common Area for the purpose of constructing, erecting, operating and maintaining thereon, therein or thereunder roads, streets, walks, driveways, parkways and park areas and (ii) over all (with respect to the Declarant) or the pertinent portion (with respect to each PartiCipating Builder) of the Covered Property for the installation and maintenance of electric, telephone, cable television, water, gas, sanitary sewer lines and drainage facilities. (b) Construction and Sales. Easements for construction, display, maintenance, sales and exhibit purposes over all (with respect to the Declarant) or the pertinent portion (with respect to each Participating Builder) of the Master Common Area in connection with the erection and sale or lease of Residences within the Covered Property provided, however, that such use shall not be for a period beyond: (i) the sale by Declarant and each Participating Builder of all Residences within the Development, or (ii) the later of: (A) the third (3rd) anniversary of the conveyance of the first Residence in the most recent Phase of the Development, other than the First Phase, to a member of the home buying public requiring the delivery of a Final Subdivision Public Report, or (B) the fifth (5th) anniversary of the conveyance of the first Residence in the First Phase of the Development to a member of the home buying public requiring the delivery of a Final Subdivision Public Report, whichever of either (i) or (ii) shall occur first. (c) Utilities Shown on Tract Mao. Easements over all (with respect to the Declarant) or the pertinent portion (with respect to each Participating Builder) of the Covered Property for the installation and maintenance of electric, telephone, cable television, water, gas. and sanitary sewer lines and drainage facilities as shown on any pertinent recorded final tract or parcel map covering the Covered Property. (d) Maintenance Association. Easements over all (with respect to the Declarant) or the pertinent portion (with respect to each Participating Builder) of the Covered Property for the purpose of permitting a Maintenance Association or Maintenance Associations to discharge its or their respective maintenance obligations on the Master Common Area or on any other portion of the Covered Property located immediately adjacent to Master Common Area as described in any Maintenance Declaration recorded by Declarant or a Participating Builder, as applicable, for a portion of the Covered Property. By way of example, but not limitation, a particular Maintenance Association shall have a nonexclusive easement over that 20 portion of Master Common Area which consists of the Streetscape located immediately adjacent to the portion of the Covered Property which is subject to the jurisdiction of the particular Maintenance Association for the purpose of maintenance, repair, restoration and replacement of any project perimeter walls or similar walls or fences as described and/or depicted in greater detail in the applicable Maintenance Declaration. Each Maintenance AssOCiation, in connection with the exercise of the above-described easements, shall defend, indemnify and hold harmless the Master Association, the Board, the Members (other than Members who are also a member of the particular Maintenance Association), and the employees and agents of the Master Association (collectively, "Indemnified Parties") from any liability, loss, claim, cost or expense (including attomeys' fees) caused by or arising from the exercise of the above-described easement rights, except to the extent caused by or arising from the negligent or willful misconduct of an Indemnified Party. The easements reserved to Declarant and each Participating Builder in this Section shall not unreasonably interfere with the Owner's use and enjoyment of the Covered Property and, if any damage results from any such installation, construction or maintenance, the necessary restoration shall be completed by Declarant or the Participating Builder, whomever causes such damage, within a reasonable time after the occurrence of such damage. Section 2.05 -Easements for Owners. There is hereby reserved to Declarant for itself and each Participating Builder, together with the right to grant and transfer all or a portion of same to each Owner, easements for ingress, egress, use and enjoyment (which includes, without limitation, the unrestricted right of ingress and egress to such Owner's Residence) on and upon the Master Common Area. Such rights shall be subject to control and management by the Master Association as provided in more detail in the Master Association Management Documents. Subject to the terms and conditions of the Drainage Easement Agreement, a nonexclusive easement for drainage purposes through the "Drainage System" as described therein has been established as an easement appurtenant to the Development and shall pass to each Owner upon the transfer of title to a Residence to an Owner. Section 2.06 -Easements for Master Association. There is hereby reserved to Declarant for itself and each Participating Builder, together with the right to grant and transfer the same to the Master Association with the right of the Master Association to grant and transfer same, non-exclusive easements over the Covered Property for the purpose of permitting the Master Association to discharge its obligations and powers as described in the Master Association Management Documents, including, without limitation, a right of entry for such purpose as provided in the Bylaws. Subject to the terms and conditions of the Drainage Easement Agreement and Drainage Encumbrance Agreement, a 21 nonexclusive easement for drainage purposes through the "Drainage System" as described therein has been established as an easement appurtenant to the Development and shall pass to the Master Association upon the transfer of Master Common Area to the Master Association. In addition, the Drainage Easement Agreement provides for the granting of a nonexclusive easement to the Declarant for the purpose of maintaining said Drainage System, which easement has been or will be granted to the Master Association. Section 2.07 -Support. Settlement and Encroachment. There is hereby reserved to Declarant for itself and each Participating Builder, together with the right to grant and transfer all or a portion of same. the following reciprocal easements for the purposes set forth below: (a) An easement appurtenant to each Residence which is contiguous to another Residence or Master Common Area which Residence shall be the dominant tenement and the contiguous Residence or Master Common Area shall be the servient tenement; (b) An easement appurtenant to the Master Common Area contiguous to a Residence, which Master Common Area shall be the dominant tenement and which contiguous Residence shall be the servient tenement; (c) It is provided, however, that in the event Master Common Area is the dominant tenement in an easement described in this Section, Declarant or the Participating Builder shall have the right to transfer said easement to the Master Association, but not to Owners; (d) Said easements shall be for the purposes of: (i) allowing for engineering errors, errors in construction, reconstruction, repair, and support, and the natural settlement or shifting of any portion of the improvements and for the maintenance thereof; (ii) allowing for minor encroachments by reason of a roof or eave overhang from a Residence and for the maintenance of such roof or eave overhang by the Owner of the dominant tenement for as long as such encroachments exist; and (iii) allowing for encroachment of fireplaces, doorsteps, foundations, footings, garage doors, utilities and other appurtenances or fixtures and the maintenance thereof by the Owner of the dominant tenement, which, in the construction of the structures upon the dominant tenement or from any reconstruction or 22 modifications of such structures, project beyond the external surface of the outer walls of such structures. The rights and obligations of Owners shall not be altered in any way by said encroachments, settlement or shifting; provided, however, that in no event shall an easement for encroachment be created in favor of an Owner if said encroachment occurred due to the willful misconduct of any Owner. In the event any portion of a structure on the Covered Property is partially or totally destroyed and then repaired or rebuilt, each Owner agrees that minor encroachments over adjoining Residences or Master Common Area shall create easements for the maintenance of such encroachments as long as such encroachments shall exist. Section 2.08 • Utilities and Cable Television. Wherever sanitary sewer house connections, water house connections, air conditioning connections or ducts, electricity, gas, telephone and cable television lines or drainage facilities are installed within the Covered Property, the Master Association or any Owner as the owner of any property served by said connections, lines or facilities shall have the right, and there is hereby reserved to Declarant for itself and each Participating Builder, together with the right to grant and transfer the same to any such Owner and the Master Association, an easement to the full extent necessary for the full use and enjoyment of such portion of such connections which service such Owner's property or Master Common Area (as the case may be), and to enter, or have utility companies enter upon any portion of the Covered Property including without limitation, upon the Residence in or upon which said connections, lines or facilities or any portion thereof lie, to repair, replace and generally maintain said connections, lines and facilities as and when the same may be necessary, provided that any damage caused by such entry shall be repaired by such Owner, the Declarant, a Participating Builder, the Master Association or utility company (whichever party is the entering party, as the case may be) as promptly as possible after completion of work thereon. Entry for emergency purposes may be immediate. Entry for other than emergency repairs shall be made only "fter notice has been given to the Owner or the Master Association (whichever party is the owner of the property being entered) as required under the provisions of the Bylaws and shall be made with as little inconvenience as possible to such Owner or the Master Association and any damage caused thereby shall be repaired by the entering party. Section 2.09 • Subordination. Except for the easements and other rights reserved to Declarant in Section 2.03 of this Master Declaration or as may be otherwise provided in the grant or dedication of an easement, any easement conveyed in favor of a public authority shall be prior and superior to all other easements described herein, and any easement conveyed pursuant to the provisions of this Article to a utility company shall be prior and superior to all other easements described herein except any easement in favor of a public authority. Grantor and any grantee by acceptance of a conveyance of any easement 23 described in this Master Declaration, whether or not so stated in such conveyance document, agree that the easement shall be subordinate to any such prior and superior easements conveyed to a public authority and further agree to execute any document acknowledging such subordination that may be required by the holder of any such prior easement. Section 2.10 Delegation of Use. Any Owner may delegate his or her right of enjoyment to the Master Common Area to the members of his or her family or his or her tenants who reside in his or her Residence, or to his or her guests, or to a vendee under a land sales contract subject to the rules and regulations adopted by the Board. In the event and for so long as an Owner delegates said rights of enjoyment to his or her tenants or a vendee, said Owner shall not be entitled to the use and enjoyment of any facilities or equipment belonging to or controlled by the Master Association for the use and enjoyment of its Members. Section 2.11 • Waiver of Use. No Owner may exempt himself from personal liability for Assessments duly levied by the Master Association, or release the Residence owned by him from the liens, charges and other provisions of the Master Association Management Documents by waiver of the use and enjoyment of the Master Common Area or the abandonment of his or her Residence. ARTICLE III THE MASTER ASSOCIATION Section 3.01 • General Duties and Powers. Subject to the limitations and restrictions enumerated in the Master Association Management Documents, including without limitation, the Article entitled "Mortgagee Protection" of the Master Declaration and the Article entitled "Powers, Duties and Limitations" of the Bylaws, the Master Association, through the Board, shall have the duty and obligation to manage and maintain the Covered Property pursuant to the provisions of the Master Association Management Documents, and in the performance of such duties and obligations shall have all of the powers of a nonprofit mutual benefit corporation permitted by Califomia statute as set forth in Corporations Code Section 7140, Code of Civil Procedure Section 374 and Civil Code Section 1363, or any successor statute of any of the foregoing. Such powers, duties and obligations are more particularly described elsewhere in the Master Association Management Documents but generally include, without limitation, the duty and obligation to manage and maintain real and personal property in which the Master Association holds an interest, the power to borrow money and mortgage Master Common Area to which the Master Association holds fee title, dedicate or transfer all or any portion of the Master Common Area, grant permits, licenses and easements on, over and under the Master Common Area, sell real or personal property belonging to the Master Association and enter upon any Residence as necessary in the event of any emergency involving illness, 24 maintenance and repairs, or as may otherwise be necessary in the perfonmance of such powers, duties and obligations. The foregoing powers of the Master Association shall also include, without limitation, the right of the Board to join with the Declarant, a Participating Builder, a Maintenance Association or any Owner in the execution of any lot line adjustment, grant deed or grant of easement for the purpose of accepting or conveying title to additional property, including without limitation any Master Common Area, as necessary to transfer title provided that any such lot line adjustment and conveyance is made (i) for the purpose of eliminating encroachments due to engineering errors or errors in construction of any Improvements upon any of the affected property, (ii) to penmit changes in the development plan in circumstances where such changes are the result of topography, obstruction, hardship, aesthetic or other environmental conditions, (iii) to fulfill the requirement of a regulatory agency, (iv) in a manner which does not have a significant negative impact upon the Master Association or the Owners, or (v) to transfer the burden of management and maintenance of any Master Common Area which in the reasonable judgment of the Board is generally inaccessible or is not likely to be of any particular use or benefit to the Owners. Section 3.02 • Power of Attorney. In addition to any other rights, duties, obligations and powers granted to the Master Association herein, and not in limitation of any such rights, duties, obligations and powers, each Owner appoints the Master Association as attorney-in-fact for the purpose of handling any losses or proceeds from the condemnation or destruction of the Master Common Area and Common Facilities therein, and any other portion of the Covered Property maintained by the Master Association and any Improvements therein or the liquidation of the Master Association. All such proceeds shall be retained in the general funds of the Master Association except as specifically provided in the Articles entitled "Destruction of Improvements· and "Eminent Domain" of this Master Declaration. Section 3.03 Master Association to Defend. In the event that a lawsuit is filed against all or substantially all pf the Owners, or a lien is levied against all or substantially all of the Covered Property, the Master Association shall, after the providing of notice to the affected Owners, defend such lawsuit or seek to cause such lien to be removed. The costs of such litigation or removal shall be a Special Assessment against all Owners joined as defendants in such lawsuit or whose property is covered by the lien, provided, however, that in the event that an insurance carrier is obligated to provide such defense under a policy of insurance carried by the Master Association, the Master Association shall be relieved of the obligation to provide such defense. Nothing contained herein shall in any way limit the rights of any Owner or Owners to retain counsel of their choice to represent them in such lawsuit at their own expense. In such event such Owner or Owners shall not be relieved of liability for the Special Assessment provided for in this Section. 25 Section 3.04 • Membership. Membership of Owners shall be appurtenant to and may not be separated from the interest of such Owner in any Residence. A Member may own more than one membership in the Master Association by complying with the qualifications of membership as to more than one (1) Residence. Section 3.05 • Transfer. The membership held by any Owner shall not be transferred, pledged or alienated in any way, except that such membership shall automatically be transferred to the transferee of the interest of an Owner required for membership. Any attempt to make a prohibited transfer is void and will not be reflected upon the books and records of the Master Association. The Master Association shall have the right to record the transfer upon the books of the Master Association without any further action or consent by the transferring Owner. Section 3.06 • Delegation of Membership Rights. A Member who has leased or sold his or her Residence to a contract purchaser under an agreement to purchase shall be entitled to delegate to such lessee or contract purchaser, as applicable, his or her membership rights in the Master Association. Such delegation shall be in writing and must be delivered to the Board before such lessee or contract purchaser may vote. However, the lessor or contract seller shall remain liable for all charges and Assessments attributable to his or her Residence as long as such lessor or contract seller continues to be an Owner. Section 3.07 • Voting Rights for Special Actions. All voting rights shall be subject to the restrictions and limitations provided in the Master Association Management Documents. A Member's right to vote shall vest immediately upon the date Regular Assessments are levied against the Residence of such Member. Except as provided in the Article entitled "Enforcement of Bonded Obligations" of this Master Declaration, wherever a provision of the Master Association Management Documents requires the approval of a prescribed percentage of the total voting power of the Members, it shall be deemed to mean: (a) as long as there is a Class B membership, the vote of the prescribed percentage of the total voting power of each class of membership; and (b) after the Class B membership has been converted to Class A membership, the vote of the prescribed percentage of the total voting power of the Master Association and the approval of a prescribed percentage of Members other than Declarant. Section 3.08· Classes of Membership. The Master Association shall have three (3) classes of voting membership. 26 Class A. Class A Members shall be all Owners with the exception of the Declarant, each Participating Builder and each Apartment Lot Owner, until the Class B membership has been converted to Class A membership. After such conversion, all Owners (including Declarant, each Participating Builder and each Apartment Lot Owner) shall be Class A Members. Class B. The Class B Members shall be the Declarant and each Participating Builder. The Class B membership shall forever cease and be converted to Class A membership on the happening of any of the following events, whichever shall occur first: (a) The fourth (4th) anniversary of the conveyance of the first Residence in the First Phase of the Development to a member of the homebuying public requiring the delivery of a Final Subdivision Public Report if, as of such date, the total number of Apartment Units and Residences (excluding Apartment Buildings) for which the obligation to pay Assessments has commenced is not less than 1,325. (b) If, as of the date specified in subparagraph (a) above, the obligation to pay Asses.;;ments has not commenced against 1,325 Apartment Units and Residences (excluding Apartment Buildings), the sixth (6th) anniversary of the conveyance of the first Residence in the First Phase of the Development to a member of the homebuying public requiring the delivery of a Final Subdivision Public Report. Class C. The Class C Member shall be each Apartment Lot Owner. Subject to the provisions of the Article entitled "Apartment Lot Ownership" of this Master Declaration, an Apartment Lot Owner shall be entitled to one (1) vote for every two (2) Apartment Unit(s) in each Apartment Building on the Apartment Lot owned by the Apartment Lot Owner. Fractional votes shall be disregarded for purposes of determining the number of votes to which an Apartment Lot shall be entitled. The Class C membership shall forever cease and be converted to Class A membership (i) with respect to a particular Apartment Lot, upon the conversion of the Apartment Lot to a condominium project as hereinafter provided in the Article entitled "Apartment Lot Ownership" of this Master Declaration or (ii) with respect to all Apartment Lots, when the Class B membership is converted to Class A membership; whichever shall occur first. Section 3.09 -Voting Power. Class A Members, other than Members who are Apartment Lot Owners, shall be entitled to one (1) vote for each Residence in which they hold the interest required for membership. The Class B C 43116-00052 4/6/93 OA921250.078 27 Member shall be entitled to three (3) votes for each Residence in which it holds the interest required for membership. An Apartment Lot Owner shall, as either a Class A or Class C Member, be entitled to one (1) vote for every two (2) Apartment Units owned. Fractional votes shall be disregarded for purposes of determining the number of votes to which an Apartment Lot shall be entitled. Upon the conversion of an Apartment Lot to a condominium project as hereinafter provided in the Article entitled "Apartment Lot Ownership", each Condominium therein shall be entitled to one (1) vote. When more than one person owns a portion of the interest in a Residence required for membership, each such person shall be a Member and the vote for such Residence, shall be exercised as they among themselves determine, but in no event shall the total number of votes for each Residence exceed the total number permitted for such Residence as provided in this Section. The Master Association may, but shall not be obliged to, refuse to recognize the vote or written assent of any such co-Owner, except the vote or written assent of the co-Owner designated in a writing executed by all of such co-Owners and delivered to the Master Association. Section 3.10 Approval of Membership. Unless otherwise specifically provided elsewhere in this Master Declaration, any provision of this Master Declaration which requires the vote or written assent of either the total voting power of the Master Association or of Members other than Declarant shall be deemed satisfied by the following: (a) The vote in person or by proxy of the specified percentage of all of the votes which are entitled to be cast. Said vote shall be at a meeting duly called and noticed pursuant to the provisions of the Bylaws dealing with annual or special meetings of the Members; (b) Written consents signed by the specified percentage of all of the votes which are entitled to be cast. Said vote by written consent shall be solicited pursuant to the procedures provided in the Bylaws. Nothing in this Section or in any other provision of any of the Master Association Management Documents shall preclude Members from assenting to the amendment of any of the Master Association Management Documents by joining in the execution of, or attaching their written consent to, such amendment. Section 3.11 • Certificate Evidencing Approval. The certificate of any officer or officers, authorized by resolution of the Board, or of the president and secretary certifying that the required total voting power of the Master Association has approved the execution, delivery and/or recordation of an amendment to any of the Master Association Management Documents, to a Supplementary Declaration or to any other document requiring the approval of the total voting power of the Master Association, shall be deemed conclusive proof thereof. 28 Section 3.12 • Pledge of Assessment Rights. The Master Association shall have the power to pledge the right to exercise its Assessment powers in connection with obtaining funds to repay a debt of the Master Association; provided, however, that any such pledge shall require the prior affirmative vote or written assent of not less than sixty-seven percent (67%) of the total voting power of the Master Association. Said power shall include, but not be limited to, the ability to secure a debt with an assignment of Assessments which are then payable to or which will become payable to the Master Association. Said assignment may be then presently effective, but must allow said Assessments to continue to be paid to and used by the Master Association as set forth in this Master Declaration, in part, to first pay for all Common Expenses, unless and until the Master Association defaults on the repayment of the debt which is secured by the assignment. The Master Association may also levy Special Assessments against the Members to obtain such funds. Upon the failure of any Member to pay such Special Assessment when due, the Master Association may exercise all rights, including, without limitation, the right to foreclose upon any lien pursuant to the Article hereof entitled "Enforcement of Assessment Liens." Without limiting the generality of the foregoing, any pledge of Assessment rights in excess of an amount equal to twenty-five percent (25%) of the total Regular Assessments collected by the Master Association in the then preceding fiscal year shall require the prior written approval of seventy-five percent (75%) of the Eligible Mortgage Holders. The levying of Special Assessments pursuant to this Section must also comply with the requirements of the Section entitled "Maximum Assessments" of the Article entitled" Assessments" of this Master Declaration. Section 3.13 • Establishment of Delegate Districts. All of the Residences within the Covered Property shall be divided into Delegate Districts. In the event that a Maintenance Association is created for the administration of any of the property subject to this Master Declaration, the real property subject to the Maintenance Declaration of such Maintenance Association shall constitute a Delegate District. The Residences within the Initial Covered Property shall be a part of Delegate District NO.1. For any portion of the Covered Property not covered by a Maintenance Association, the Supplementary Declaration annexing property to the Covered Property shall designate the Delegate District or Districts being established by the Declarant for such Annexed Property or the Delegate District or Districts to which such Annexed Property is being annexed. ARTICLE IV ASSESSMENTS Section 4.01 • Agreement to Pay. Subject to limitations contained in the Master Association Management Documents, the Master Association shall levy Assessments sufficient to perform its obligations under the Master Association Management Documents. Each Owner, including the Declarant to the extent Declarant is an Owner as defined herein, is deemed to covenant and agree to pay 29 Assessments to the Master Association to be fixed, established and collected from time to time as provided in this Master Declaration. Section 4.02 • Collection and Disbursement. Funds of the Master Association collected for the purpose of maintaining a reserve fund described herein below shall be segregated within the Budget and shall be maintained in a separate district account at a banking or savings and loan institution and shall not be commingled with the general operating funds of the Master Association. The accounting records of the Master Association shall reflect deposits and disbursements in a manner that will insure that the· funds collected as Capital Improvement Assessments, Reconstruction Assessments and Regular Assessments will be used only for the purposes for which such funds were collected. Section 4.03 • Maximum Assessments. (a) Phased Annexation of Master Common Area: Modified Range of Assessments Budget. During the period the Covered Property is being developed, Declarant and each Participating Builder may annex one or more Phases into the Covered Property in accordance with the provisions of this Master Declaration. Since annexations of additional Phases by Declarant and various Participating Builders might occur in quick succession and in an undetermined sequence, in order to facilitate the orderly annexation of Phases, Declarant, with the DRE's approval, has established a "Modified Range of Assessments" procedure which, subject to the provisions set forth herein below, shall be applicable to all Phases annexed into the Covered Property and under which certain Master Common Areas will be annexed and transferred to the Master Association only upon the commencement of Assessments against a prescribed number of Residences. Unless terminated earlier by Declarant with the DRE's approval, this "Modified Range of Assessments" procedure shall be effective during the period that additional Phases may be annexed without approval of the Members of the Master Association, as set forth in the Article herein below entitled "Annexations". (b) Calculation of the Range of Assessments. Under the Modified Range of Assessments procedure, a range of Assessments has been established by calculating an initial "Minimum Authorized Regular Assessment" and a "Maximum Authorized Regular Assessment". Subject to the provisions of subparagraph (d) below, the Minimum and Maximum Authorized Regular Assessments represent the lowest and the highest Regular Assessments that may be established by the Board during the development of the Newport Ridge Project. Creation of the Modified Range of Assessments procedure contemplates that as additional Phases are annexed into the Newport Ridge Project, and as certain deSignated Master Common Areas are transferred to the Master Association upon the commencement of Assessments against the prescribed number of 30 Residences, the Regular Assessments levied by the Master Association will fall within the range of Assessments which has been approved by the DRE and which is set forth in all Final Subdivision Public Reports issued by the DRE for such Phases, if a Public Report is required. Notwithstanding the foregoing, the initial Assessments set forth in the proposed Budgets which have been approved by the DRE may be recalculated and adjusted with the approval of Declarant and the DRE in order to account for various changes in circumstances (including, but not limited to, an acceleration in the timing of the tumover of completed Master Common Area and Common Facilities to the Master Association for maintenance, construction of additional Common Facilities on the Master Common Area, the delegation to or assumption by the Master Association of other additional maintenance responsibilities, and the incurring of unanticipated extraordinary expenses by the Master Association). (c) Fluctuation of Regular Assessments Within the Range of Assessments. As additional Phases are annexed into the Newport Ridge Project, the Regular Assessment may automatically and without approval of the Master Association fluctuate upwards or downwards (subject to the limitations set forth herein below) as frequently as monthly until the first close of escrow for the sale of a Residence and the first occupancy of an Apartment pursuant to a Certificate of Occupancy (or other similar document) has occurred in all Phases of the Newport Ridge Project. In order to facilitate the orderly levy and collection of Regular Assessments, the Board may enter into a subsidy or maintenance agreement with Declarant and/or any Participating Builder, in which case Regular Assessments for all Residences shall be reduced and abated as provided in said agreement. (d) Member Approval. Except for an increase in the Regular Assessment due to the annexation of ooe or more Phases pursuant to the terms and conditions of paragraphs (a) and (b) above, the Board may not, without the vote or written assent of Delegates carrying the votes of Members constituting a quorum (casting a majority of the votes at a meeting or election of the Delegates), impose a Regular Assessment per Residence which is more than twenty percent (20%) greater than the Maximum Authorized Regular Assessment for any given fiscal year. (e) Assessment for Other Acts or Undertakings. In any fiscal year, the Board may not, without the vote or written assent of: (i) Members constituting a quorum and casting a majority of the votes at a meeting of the Master Association, or (ii) Delegates representing a sufficient number of Members as described in (i) above, levy an Assessment to defray the costs of any action or undertaking on behalf of the Master Association 31 which in the aggregate exceeds five percent (5%) of the Common Expenses of the Master Association for that fiscal year. (f) Quorum and Meeting. For purposes of paragraphs (d) and (e) above, a quorum means more than fifty percent (50%) of the total voting power of the Master Association. Any meetmg or election of the Master Association for the purposes of complying with this Section shall be conducted in accordance with Chapter 5 (commencing with Section 7510) of Part 3, Division 2 of Title 1 of the Califomia Corporations Code and Section 7613 of the Califomia Corporations Code. (g) Emergency Situations. Notwithstanding any other provision contained in this Section, the Board may increase Assessments as necessary to pay for emergency expenses. For purposes of this Section, an emergency expense is any one of the following: (i) an extraordinary expense required by an order of a court: (ii) an extraordinary expense necessary to repair or maintain the Covered Property or any part of it for which the Master Association is responsible where a threat to personal safety on the property is discovered: or (iii) an extraordinary expense necessary to repair or maintain the Covered Property or any part of it for which the Master Association is responsible that could not have been reasonably foreseen by the Board in preparing and distributing the Budget. However, prior to the imposition or collection of an Assessment under this subdivision, 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 budgeting process and the resolution shall be distributed to the Members with the notice of Assessment. In the event the Board shall determine that the estimate of total charges for the current year is, or will become inadequate to meet all Common Expenses for any reason, it shall then immediately determine the approximate amount of such inadequacy, issue a supplemental estimate of the Common Expenses, and to the extent permitted in this Section determine the revised amount of the Regular Assessment and the installments thereof, if applicable, allocable to each Residence, and the date or dates when due. In the event the amount budgeted to meet Common Expenses for the then current year proves to be excessive in light of the actual Common Expenses, the Board in its discretion may either reduce or abate the amount and collection of Regular Assessments as it deems appropriate, except that, subject to the provisions of Section 4.08 which 32 provide for: (i) the power of the Board to reduce and abate Assessments, or (ii) the exemption of the payment of any portion of any Assessment attributable to uncompleted Master Common Area or Common Facilities, as long as the Declarant or a Participating Builder is offering Residences for sale pursuant to a Final Subdivision Public Report, the Regular Assessment may not be decreased by ten percent (10%) or more without the express written consent of the Declarant and the DRE. Section 4.04 • Excessive Assessments and Fees. The Master Association shall comply with Section 1366.1 and 1368(c) of the Califomia Civil Code and, until such Sections are amended to provide otherwise, shall not: (a) impose or collect an Assessment. penalty or fee that exceeds the amount necessary for the purposes for which it is levied; and (b) impose or collect any Assessment, penalty or fee in connection with a transfer of title or any other interest except the Master Association's actual cost to change its records and that authorized in connection with providing copies of Master Association Management Documents, copies of financial statements and statements of unpaid Assessments and Allowable Charges, as described in the Bylaws. Section 4.05 • Assessment Allocation. Regular Assessments, Capital Improvement Assessments, Reconstruction Assessments and Special Assessments levied against all Residences for an act or undertaking of the Master Association not covered under Regular Assessments and Capital Improvement Assessments shall be fixed at an equal amount for each Residence other than an Apartment Building. For each Apartment Building, Regular Assessments, Capital Improvement Assessments, Reconstruction Assessments and Special Assessments levied against all Residences for an act or undertaking not covered under Regular Assessments, shall be fixed for each Apartment Building in an amount equal to the product of one-half (1/2) ofthe amount of any such Regular Assessment, Capital Improvement Assessment, Reconstruction Assessment or Special Assessment paid by all Residences other than an Apartment Building, multiplied by the total number of Apartment Units within the Apartment Building. All Assessments may be collected at intervals selected by the Board except that Regular Assessments which include reserves must be paid in regularly scheduled installments. Section 4.06 • Not Subject to lien. Penalty Assessments may not be characterized nor treated as an Assessment which may become a lien against an Owner's Residence enforceable in accordance with the Section entitled "Foreclosure Sale" of the Article entitled "Enforcement of Assessment Liens" of this Master Declaration. Nothing in this Master Declaration, however, shall 33 prevent the Master Association from bringing an action at law or in equity against an Owner to collect Penalty Assessments. Section 4.07 • Certificate of Payment. The Master Association shall, upon demand, furnish to any Owner liable for Assessments a certificate in writing signed by an authorized agent of the Master Association or by the president of the Master Association setting forth whether the Assessments on such Owner's Residence have been paid, and the amount of delinquency, if any. A reasonable charge may be collected by the Board for the issuance of these certificates. Such certificates shall be conclusive evidence of payment of any Assessment therein stated to have been paid. Section 4.08 • Exempt Property, Abatement or Reduction of Assessments. The Declarant, each Participating Builder, and any other Owner shall be exempted from the payment of that portion of any Assessment which is: (a) for the purpose of defraying expenses and reserves directly attributable to the existence and use of a Master Common Area and the Common Facilities thereon that are not complete at the time Assessments commence. Any exemption from the payment of Assessments attributable to Master Common Area or Common Facilities shall be in effect only until the earliest of the following events: (i) a Notice of Completion of the Master Common Area and the Common Facilities has been recorded; (ii) the Master Common Area and the Common Facilities have been placed into use; or (iii) upon request of the Declarant or a Participating Builder, if necessary to comply with any regulations of any Federal Agencies; (b) a result of the adoption of a resolution by the Board to reduce or abate the collection of any Assessment as a consequence of and pursuant to the terms of any subsidy and/or maintenance agreement entered into by the Board and the Declarant. (d) All properties dedicated to and accepted by, or otherwise owned or acquired by, a public authority shall be exempt from the Assessments created herein. Section 4.09 • Date of Commencement. Regular Assessments shall commence with respect to all Residences in a Phase on the first day of the month following the first conveyance of a Residence within such Phase. With respect to a Phase comprised of only Apartment Units, Regular Assessments shall commence 34 as to all Apartment Units within an Apartment Building on the first day of the month following the date of the issuance of a Certificate of Occupancy for an Apartment Unit within such Apartment Building. The first Regular Assessment shall be adjusted according to the number of months remaining in the fiscal year. All other Assessments may be levied against an Owner when Regular Assessments have commenced against such Owner's Residence. The Declarant shall, in the event of the termination of the Subsidy and Maintenance Agreement (Phase I and II Master Common Area), be responsible for any deficit in the Common Expenses so that the monthly installment of the Regular Assessment paid by Declarant, any Owner or Participating Builder shall not exceed the following amounts set forth in the interim Budgets approved by the DRE: (a) until the first of the month immediately following the close of escrow for the 87th Residence -$163.69, and (b) from the first of the month immediately following the close of escrow for the 87th Residence until the first of the month immediately following the close of escrow forthe 160th Residence $164.22. Sect jon 4.10· No Offsets. All Assessments shall be payable in the amount specified by the Assessment, and no offsets against such amount shall be permitted for any reason. Section 4.11 • Homestead Waiver. Each Owner, to the extent permitted by law, does hereby waive, to the extent of any liens created pursuant to this Master Declaration, whether such liens are now in existence or are created at any time in the future, the benefit of any homestead or exemption laws of the State of California now in effect or in effect from time to time hereafter. Section 4,12· Reserves. The Regular Assessments, which are payable in regular installments as established by the Board, include amounts to maintain an adequate reserve fund, established by the Board to cover the periodic maintenance, repair and replacement of Master Common Area and the Common Facilities thereon that may be required to be maintained by the Master Association. ARTICLE V ENFORCEMENT OF ASSESSMENT LIENS Sect jon 5.01 • Delinquency. Any Assessment provided for in this Master Declaration which is not paid when due shall be delinquent fifteen (15) days after such Assessment became due (the "delinquency date"). Allowable Charges may be recovered if an Assessment becomes delinquent. The Master Association may at its option, and without waiving the right to judicially foreclose its lien against the Residence, pursue any available remedies, including, without limitation, (i) bringing an action at law against the Owner personally obligated to pay the same, and/or (ii) upon compliance with the notice provisions set forth in the Section entitled "Personal Obligation; Lien" of this Article, foreclosing the lien against such Owner's Residence under the power of sale granted herein. Each 35 Owner vests in the Master Association, or its assigns, the right and power to bring all actions at law or any lien foreclosure against such Owner or other Owners for the collection of such delinquent Assessments. Section 5.02 • Personal Obligation: Lien. An Assessment and any Allowable Charges shall be a debt of the Owner of the Residence at the time the Assessment and/or Allowable Charges are levied. The amount of the Assessment, plus any Allowable Charges, shall be a lien on the Owner's Residence. A Notice of Delinquent Assessment shall be recorded in the Official Records and shall state: (i) the amount of the Assessment and Allowable Charges; (ii) a description of the Owner's Residence against which the Assessment and Allowable Charges are levied; (iii) the name of the record Owner of the Residence against which the lien is imposed, and (iv) in order for the lien to be enforced by nonjudicial foreclosure as hereinafter provided, the name and address of the trustee authorized by the Master Association to enforce the lien by sale. The Notice of Delinquent Assessment shall be signed by the officers authorized for such purpose by resolution of the Board or by the president of the Master Association. Upon payment of the sums specified in the Notice of Delinquent Assessment, the Master Association shall cause to be recorded a further notice stating the satisfaction and release of the lien thereof. A lien created pursuant to this Section shall be prior to all other liens recorded subsequent to the Notice of Delinquent Assessment, except (i) any taxes, bonds, assessments and other levies which, by law, would be superior thereto, and (ii) the lien or charge of any First Mortgage. Section 5.03 • Foreclosure Sale. The lien created pursuant to this Article may be enforced in any manner permitted by law, including sale by the court, sale by the trustee designated in the Notice of Delinquent Assessment, or sale by a trustee substituted pursuant to Section 2934a of the California Civil Code, or any successor statute thereof. Any sale by a trustee provided for above is to be conducted in accordance with the provisions of Section 1367 and Sections 2924 et seq. of the Califomia Civil Code as said statutes may from time to time be amended, as they apply to the exercise of powers of sale in mortgages and deeds of trust. Upon the affirmative vote of a majority of the total voting power of the Master Association, the Master Association, through its duly authorized agents, shall have the power to bid on the Residence at the foreclosure sale, using Master Association funds, or funds borrowed for such purpose, at the sale, and to acquire and hold, lease, mortgage and convey the same. Nothing in this Section prohibits actions against any Owner to recover sums for which a lien is created pursuant to this Article or the Master Association from taking a deed in lieu of foreclosure. Section 5.04 • Subordination of Assessment Liens. The lien of the Assessments and Allowable Charges provided for in this Master Declaration shall be subordinate to the lien of any First Mortgage upon any Residence. The foreclosure of any lien provided for in this Article for the payment of Assessments and Allowable Charges shall not operate to affect or impair the lien of a First 36 Mortgage; and, the foreclosure of the lien of a First Mortgage or the sale under a power of sale included in such First Mortgage (such events being hereinafter referred to as "Events of Foreclosure") shall not operate to affect or impair such Assessment lien, except that any persons who obtain an interest through any of the Events of Foreclosure, and their successors in interest, shall take title free of such Assessment lien or any personal obligation for said charges as shall have accrued up to the time of any of the Events of Foreclosure, but subject to the Assessment lien for all said charges that shall accrue subsequent to the Events of Foreclosure. Notwithstanding the foregoing, any such delinquent Assessments that were extinguished pursuant to this paragraph may be reallocated and assessed to all Residences as a Common Expense. A First Mortgagee's rights pursuant to this Section shall not be affected by the failure of such First Mortgagee to deliver a notice to the Board. The lien of the Assessments and Allowable Charges as aforesaid shall also be subordinate to the interests of the Department of Veterans Affairs of the State of California as the vendor under its Cal-Vet loan contracts to the same extent that the said liens are made subordinate to the liens or charges of First Mortgages as provided above. ARTICLE VI USE RESTRICTIONS Section 6.01 -Residential Use. Subject to the subsection entitled "Construction and Sales" of the Section entitled "Reservations to Declarant and Participating Builder" of the Article entitled "Easements and Rights" of this Master Declaration: (a) no part of a Residence shall be used or caused to be used or allowed or authorized in any way, directly or indirectly, to be used for any business, commercial, manufacturing, mercantile, storing, vending, or any other nonresidential purposes and, (b) all Residences shall be used for single Family residential use. Notwithstanding the above: (a) the Apartment Lot Owner shall have the right to lease or rent Apartment Units, (b) the Master Association shall have the right to provide or authorize non-residential services on the Master Common Area as it deems appropriate for the enjoyment of the Master Common Area or for the benefit of the Members, and (c) an Owner may maintain an office and conduct business activity within his or her Residence provided that: (i) there is no extemal evidence of such activity; (Ii) such activities are conducted in conformance with all applicable governmental ordinances; (iii) the patrons or clientele of such activities do not visit the Residence or park automobiles or other vehicles within the Covered Property; (iv) the existence or operation of such activities is not apparent or detectable by sight, sound or smell from outside of the boundaries of the Residence; (v) no such activity increases the liability or casualty insurance obligation or premium of the Master Association; and (vi) such activities 37 are consistent with the residential character of the Covered Property and conform with the provisions of this Master Declaration. Section 6.02 • Signs. No sign or billboard of any kind shall be displayed to the public view on any portion of the Covered Property except (i) such signs as may be used by Declarant or a Participating Builder and its sales agents in connection with the development of the Covered Property and sale of the Residences, Oi) such signs as may be used by an Apartment Lot Owner in connection with the conducting of a leasing program for an Apartment Lot and (iii) signs installed or displayed by the Master Association. Notwithstanding the above, an Owner may display on his or her Residence and the Owner of a Condominium may display within common areas subject to the jurisdiction of a Maintenance Association within such common areas as permitted by such Maintenance Association, a sign advertising the sale or lease of his or her Residence so long as such sign complies with any customary and reasonable standards promulgated by the Board as to the size, color, shape or other qualification for permitted signs and any more restrictive applicable standards for temporary signage established by a Maintenance Association. The Declarant shall repair any damage to or complete any restoration of the Covered Property caused or necessitated by the display of signs by Declarant or its sales agents within a reasonable time after the occurrence of such damage or need for restoration. A Participating Builder shall repair any damage to or complete any restoration of the Covered Property caused or necessitated by the display of signs by the Participating Builder or its sales agents within a reasonable time after the occurrence of such damage or need for restoration. An Apartment Lot Owner shall repair any damage to or complete any restoration of the Covered Property caused or necessitated by the display of signs by the Apartment Lot Owner or its leasing agents within a reasonable time after the occurrence of such damage or need for restoration. Section 6.03 • Nuisance. No noxious or offensive trade or activity shall be permitted upon any part of the Covered Property, nor shall anything be done thereon which shall in any way interfere with the quiet enjoyment of each of the Owners of his or her respective Residence, or which shall in any way increase the rate of insurance on any other Residence or the Covered Property. No plants or seeds infected with insects or plant diseases, shall be brought upon, grown or maintained upon any part of the Covered Property. No motorcycles, dirt bikes or other mechanized vehicles may be operated upon any portion of the Master Common Area not improved as a street, without the prior written approval of the Board, which approval may be withheld for any reason whatsoever. Alarm devices used exclusively to protect the security of a Residence or an automobile and its contents, shall be permitted, provided that such devices do not produce annoying sounds or conditions as a result of frequently occurring false alarms. No rifle, shotgun, pistol, revolver or firearm of any kind shall be shot, fired or discharged anywhere within the Covered Property. No explosive of any kind shall 38 be detonated anywhere in the Covered Property, except to the extent permitted by Local Government and then only upon the issuance of any required permit(s) by the Local Government and/or other govemmental agencies having jurisdiction. Section 6.04 • Hazardous Material. No Hazardous Material shall be stored or permitted upon any portion of the Covered Property, except if in compliance with any and all applicable laws, regulations, rules and standards of the County and any other governmental body. No Hazardous Material may be disposed of in a manner contrary to Section 6.10 hereof. Section 6.05 -Noises and Noxious Odors. No exterior speakers, horns, whistles, bells or other sound devices (other than security devices used exclusively for security purposes), noisy or smoky vehicles, unlicensed off-road motor vehicles or items which may unreasonably interfere with the television or radio reception of any Residence, shall be located, used or placed on any portion of the Covered Property, or exposed to the view of other Owners. No loud noises or noxious odors shall be permitted to emanate from the Covered Property. The Board shall have the right to determine in accordance with the provisions for hearing and notice set forth in the Bylaws if any noise, odor, interference or activity producing such noise, odor or interference constitutes a nuisance. Section 6.06 -Temporary Structures. A construction trailer, temporary storage shed and temporary on-site sanitary facilities shall be permitted upon a Lot during the period of time during which a Residence is being constructed upon such Lot. Upon the completion of construction activity any such temporary facilities shall be promptly removed from the Lot. No structure of a temporary character, trailer, basement, tent, shack, garage, barn or other out-building shall thereafter be used on any Residence at any time, either temporarily or permanently. Section 6.07 -Oil and Mineral Rights. No oil drilling, oil development operations, oil refining, quarrying, or mining operations of any kind shall be permitted upon or in the Covered Property nor, subsequent to the recording of this Master Declaration, shall oil wells, tanks, tunnels, or mineral excavations or shafts be installed upon or below the surface of the Covered Property except as otherwise provided in Section 2.03(a). No derrick or other structure designed for use in boring for water, oil or natural gas shall be erected, maintained or permitted upon the Covered Property. Section 6.08 -Unsightly Items. All weeds, rubbish, debris, or unsightly material or objects of any kind shall be regularly removed from the Residences and shall not be allowed to accumulate thereon. All weeds, rubbish, debris or other unsightly materials or objects until so removed from a Residence shall be kept in sanitary trash or refuse containers located in appropriate areas screened and concealed from view, and no odor shall be permitted to arise therefrom so as to render the Covered Property, or any portion thereof, unsanitary, unsightly, offensive or detrimental to any other property in the vicinity thereof or to its 39 occupants. Such trash and refuse containers shall be exposed to the view of neighboring Residences only when set out for a reasonable period of time not to exceed twenty-four (24) hours before and after scheduled trash collection hours. All clotheslines, woodpiles, storage areas, machinery and equipment shall be prohibited upon any Residence unless obscured from the view of adjoining streets or portions of the Covered Property from a height of six (6) feet or less. No individual water supply system, water softener system or sewage disposal system shall be permitted on any Residence unless such system is designed, located, constructed and equipped in accordance with the requirements, standards, and recommendations of the applicable water or sewer district and any applicable governmental health authority having jurisdiction. Section 6.09 • Antennae: Roof Structures. No television, radio, or other electronic towers, aerials, antennae or devices of any type for the reception or transmission of radio or television broadcasts or other means of communication shall hereafter be erected, constructed, placed or permitted to remain on the Covered Property unless the same is contained within a building or underground conduits. No other appliances or installations on exterior roofs of structures including, without limitation, roof-top turbine ventilators, shall be permitted, except for solar panels, satellite dishes and other mechanical equipment installed by an Owner which must comply with any design specifications therefore set forth in the Master Architectural and Landscape Standards which may be adopted by the Board. Section 6.10 • Drainage. All drainage of water from any Residence shall drain or flow into adjacent streets or alleys and shall not be allowed to drain or flow upon, across, or under any other portion of the Covered Property unless an easement for such purpose is granted. An Owner shall not alter the drainage of water which exists pursuant to the drainage plan originally created at the time of the initial sale of his or her Residence by Declarant, or a Participating Builder except through the use of a positive drainage device approved by the architectural control committee -of the Maintenance Association, if such a committee shall exist, and in the absence thereof, by the board of directors of the Maintenance Association provided, however, that in no event shall such drainage device materially affect the concentration or flow direction of drainage water under said drainage plan. No Owner shall at any time dispose of any Hazardous Material into any drainage devices located on his or her Residence. Section 6.11 • Leases. Any agreement for the teasing or rental of a Residence or an Apartment Unit (hereinafter in this Section referred to as a "tease" or "rental agreement") shall provide that the terms of such lease shall be subject in all respects to the provisions of the Master Association Management Documents and any applicable agreements between the Master Association and any of the Federal Agencies. Said tease shall further provide that any failure by the lessee thereunder to comply with the terms of the foregoing documents shall be a default 40 under the lease. All leases and rental agreements shall be in writing. The Owner of said teased or rented Residence has the duty and obligation to furnish the Board with the name or names of the individuals currently leasing or renting said Residence and to maintain with the Master Association a record of the current mailing address of said Owner. Any Owner who leases or rents his or her Residence or an Apartment Lot Owner who teases or rents an Apartment Unit shall be responsible for assuring compliance by the lessee or renting party with the Master Association Management Documents. No Residence or Apartment Unit shall be teased for transient or hotel purposes, which shall be defined as rental for any period less than thirty (30) days or any rental whatsoever if the occupants of the Residence are provided customary hotel services such as room service for food and beverage, maid service, furnishing laundry and linen and bellboy service. Except as provided in the Section entitled "Subdivision and/or Conversion to Condominium" of the Article entitled" Apartment Lot OwnerShip", no Owner shall further partition or subdivide his or her Residence, including without limitation any division into time-share estates or time-share uses; provided, however, this provision shall not be construed to prohibit the transfer of a Residence to more than one person to be held by them as tenants-in-common, joint tenants, tenants in the entirety or as community property. Sect jon 6.12 -Insurance Rates. Nothing shall be done or kept in the Covered Property which will increase the rate of insurance on any property insured by the Master Association without the approval of the Board, nor shall anything be done or kept in the Covered Property which would be in violation of any law or which would result in the cancellation of insurance on any property insured by the Master Association. Section 6.13 -Aircraft. No helipad or other facility or facilities for landing helicopters or other aircraft shall be constructed or placed upon any portion of the Covered Property, nor shall there be launched from or landed on any portion of the Covered Property any helicopter or other type of aircraft. Sect jon 6.14 -View. Each Owner, by acceptance of a deed or other conveyance of a Residence, acknowledges that any construction, installation, growth of landscaping or other Improvements by: (a) Declarant, (b) any Participating Builder, (c) any Apartment Lot Owner, (d) the Master Association, (e) any other Owner or (f) any owner of any other property which is not a portion of the Covered Property, may impair or obstruct any view that such Owner may have enjoyed at the time of the purchase of his or her Residence. Such Owner hereby acknowledges that any rights acquired do not include the preservation of any view and consents to such obstruction and/or impairment. Section 6.15 -California Vehicle Code. The Local Government shall be allowed to impose and enforce all provisions of the California Vehicle Code applicable to any private streets contained within the Covered Property. 41 Section 6.16 • Maintenance Association Use Restrictions. Nothing herein shall prevent a Maintenance Association from adopting use restrictions for its portion of the Covered Property which are more restrictive than or in addition to those set forth herein, provided that such restrictions shall in no way modify the provisions hereof. Section 6.17 • Exemption of Declarant and Each Participating Builder. As tong as Declarant and one or more particular Participating Builders are utilizing the easements described in the Article entitled "Easements and Rights" of the Master Declaration, Declarant and each of the particular Participating Builders utilizing such easements and rights shall not be subject to the provisions of this Article and any amendment to this Article shall require the prior written approval of Declarant and the particular Participating Builder(s). Section 6.18 • Use of Coyote Canyon Landfill. Commercial Retail Site and Other Adjacent Property. The Covered Property is located adjacent to or in the vicinity of real property which is proposed to be developed and operated or used as a closed landfill site with methane gas recovery operation, a retail commercial center, the San Joaquin Reservoir Site, open space areas, a School Site and a fire station. The location of these particular uses are depicted upon the Land Use Map, Exhibit A to this Master Declaration. Although it is contemplated that the particular sites designated in Exhibit A will be developed and will be continued to be used and operated in a manner consistent with the uses depicted on Exhibit A, there is no assurance and the Declarant and each Participating Builder expressly disclaims any obligation to any Owner to so continue, operate and maintain the sites in accordance with the uses designated upon Exhibit A. In connection with the operation of the Coyote Canyon Landfill Site, the retail and commercial center, the San Joaquin Reservoir Site, the fire station and the proposed School Site and other uses of property adjacent to the Covered Property, the Owner is advised that the use and enjoyment of his or her Residence and the Master Common Area may be impacted by alt or some of the following: (a) ingress and egress by patrons and employees by pedestrian and vehicular means to and from the retail and commercial site and the providing of services thereto; (b) closure operations by the County of Orange and/or a commercial operator of the Coyote Canyon Landfill Site, including but not limited to the extraction and burning off of landfill gas, the operation of a power generation plant and the conducting upon the Master Common Area of the Landfill Monitoring Program; 42 (c) use of portions of EI Capitan Park (excepting therefrom the Debris Basin) by the School Site pursuant to the terms of the Joint Use Agreement-School Site; (d) the use and enjoyment of Newport Ridge Park, Crestridge Park, Harbor Watch Park and Canyon Watch Park which are initially proposed for use as park facilities for the Members, but which will be conveyed to the Master Association subject to an offer of dedication to the public described in the Park Dedication Agreement or the Dedication Agreement and which, in the event of the acceptance of this offer of dedication in the future, may result in one or more of the parks being converted to public use and used for any uses permitted in the Park Dedication Agreement or the Dedication Agreement; (e) the establishment, operation, use and maintenance of the Detention Basin within the Covered Property for the purpose, in part, of receiving and temporarily detaining drainage runoff from the Covered Property as well adjacent real property; (f) the construction and operation of a school facility on the School Site (Lot 30) and a fire station on the fire station site (Lot 17) of Tract No. 14509. The locations of the SchoolSite and fire station site are depicted on Exhibit A (Land Use Map) attached hereto; (g) noise associated with traffic on Newport Coast Drive, San Joaquin Hilts Road, the San Joaquin Hilts Transportation Corridor (to which San Joaquin Hilts Road may connect at some future date) and other public streets, as well as any increase in noise and traffic attributable to the construction and use of proposed extensions to local collector roads both within and in the vicinity of the Newport Ridge Project. These road extensions include the connection of EI Capitan Drive to San Joaquin Hilts Road, the connection of Terrace Ridge Road to EI Capitan Drive and the connection of Lot M of Tract No. 14509 to a proposed collector road in the proximity of Bonita Canyon Road which would run to the City of Irvine. (h) the possible construction, operation and maintenance of helipad facilities on real property in the vicinity of the Covered Property and the operation of helicopters through helicopter corridors in the vicinity of the Covered Property; and (i) the operation and maintenance by MWD of the San Joaquin Reservoir Site. Portions of Newport Ridge have a view of or are in close proximity to an operational water storage facility known as San Joaquin Reservoir Site. The San Joaquin Reservoir Site is owned and managed by the MWD in trust for MWD, four local water districts and two cities (collectively, the "Local Agencies"). The Local Agencies use San 43 Joaquin Reservoir Site for regulatory and emergency storage for their domestic water systems, which serve thousands of customers in Orange County. Because of the use of the San Joaquin Reservoir Site for emergency and regulatory storage purposes, its level is subject to constant change and can also be drawn down significantly at times. In addition, MWD and the Local Agencies have determined that there is a need to improve the protection of water quality and remedy current operational problems affecting the use of the San Joaquin Reservoir Site as a domestic supply. MWD proposes to address these problems by making improvements to the San Joaquin Reservoir Site, and it is likely that one such improvement wilt be the installation of an opaque floating cover over the surface of the reservoir within the San Joaquin Reservoir Site. When the cover is installed, it will completely obstruct any view of the water contained within the reservoir. Because of the direct use of the San Joaquin Reservoir Site as a domestic water supply, there is no public access upon the San Joaquin Reservoir Site, and no fishing, boating, swimming, hunting or other recreational use of the San Joaquin Reservoir Site is permitted. Maintenance and construction within the San Joaquin Reservoir Site may periodically cause noise, glare or other disturbances to the surrounding area. G) underground and overhead electric transmission and distribution lines which are located within Newport Ridge. These tines are owned, operated and maintained by Southern California Edison Company. Numerous scientific and epidemiotogical studies have been conducted as to whether there are any adverse health effects from magnetic and electric fields generated by electric power lines. The California State Department of Education has established site selection standards for locating new schools near power lines with voltages of 100 KV or greater. However, the State of California has not established any setback or other limitations on construction of residential housing in the vicinity of electric power lines. The California Department of Health Services, in cooperation with the California Public Utilities Commission, continues to perform research on this subject. Further information on this subject is available from the Special Epidemiological Studies Program, California Department of Health Services, 2151 Berkeley Way, Room 704, Berkeley, California 92704, (510) 540-2669. Section 6.19· Use of Reclaimed Water for Irrigation Purposes and Use of Water Softeners. in its efforts to conserve water, the irvine Ranch Water District ("IRWD") has for years required the use of reclaimed water (treated wastewater) 44 to irrigate parks, school yards, golf courses, green belt areas and common areas. The water used to irrigate all of the Master Common Areas and Maintenance Association common areas in Newport Ridge will be reclaimed water, and the water used in the underground yard irrigation system for a Residence may also be reclaimed water. The water used in a Residence and outside in exterior hose bibs will be domestic potable water. The use of reclaimed water will conserve the domestic potable water supply and may result in a savings in the cost of water service. Reclaimed water is not potable and therefore not suitable for human consumption. Based upon a number of independent studies, the California Department of Health Services has determined that inadvertent consumption of reclaimed water by domestic pets and other animals will not cause harm and, further, that the use of reclaimed water has not resulted in any significant adverse health consequences. As with any water spray, the repeated spray of reclaimed water may stain or discolor personal property, fencing and structural improvements over time. According to IRWD, IRWD's reclaimed water is disinfected with chlorine and its clarity to the human eye is indistinguishable from domestic water. The standards imposed upon IRWD for reclaimed water quality are established by various governmental regulatory agencies, and the standards may change from time to time. Any questions concerning the use of reclaimed water within the Newport Ridge Project in general should be addressed to Customer Service at IRWD ((714) 476-75001. Owners are advised that they are subject to the Rules and Regulations of the Irvine Ranch Water District, one of which prohibits the use of self-generating water softeners connected to the sewer facilities of the District. Further information regarding District Regulations is available from the District at its Headquarters Office at 15600 Sand Canyon Avenue, Irvine, California 92718, Telephone (714) 453-5300. ARTICLE VII REPAIR AND MAINTENANCE Section 7.01 • By Master Association. Except to the extent that an Owner or a Maintenance Association may be obligated to maintain and repair as hereinafter provided or as described in a Supplementary Declaration, and without limiting the generality of the statement of duties and powers contained in the Master Association Management Documents, the Master Association acting through its Board and its officers shall have the duty to accomplish the following 45 upon the Covered Property or other land in such manner and at such times as the Board shall prescribe: (a) manage, operate, control, maintain, repair, restore, replace and make necessary improvements to the Master Common Area (excepting therefrom the Debris Basin for so long as such maintenance is provided by The Metropolitan Water District pursuant to the tenms of the Debris Basin Maintenance Easement Agreement), including, without limitation, the following: (i) private walkways, streets, bicycle paths, trails or other pedestrian paths. Private streets shall be vacuum-swept on not less than an annual basis and must be vacuum-swept at least once in the fall prior to October 1 5; (ii) drainage facilities and easements in accordance with the requirements of the County Flood Control District. Maintenance shall include the cleaning out of catch basins in the fall of each calendar year prior to October 15; (iii) Newport Ridge Park, Crestridge Park, Canyon Watch Park and Harbor Watch Park which are depicted on Exhibit A (Vicinity Map) attached hereto. The maintenance of any of the above-referenced parks by the Master Association shall commence upon the conveyance thereof to the Master Association of fee title thereto or an easement for the maintenance thereof. notwithstanding that these parks will, at that time, be subject to an offer of dedication as described in the Park Dedication Agreement or in the Dedication Agreement. Maintenance of one or more of these parks by the Master Association may tenminate if, in the future, the Local Government accepts the offer to dedicate a particular park to the public. In the event of the acceptance of the offer of dedication, the Master Association shall be relieved from its responsibility to maintain the Private/Public Park, the Owners shall be relieved from payment of such maintenance costs as a part of their Regular Assessment and the Private/Public Park shall be opened to and available for use by the public; (iv) the Streetscapes and Community Slopes, as described on Exhibit C to this Master Declaration or on any similar Exhibit to a Supplementary Declaration; (v) to the extent not performed by Local Government, the maintenance, repair, restoration and replacement of the private underground storm drain tine, together with appurtenant Improvements, located, in part, within the public street more 46 commonly known as "Terrace Ridge" and, in part, within EI Capitan Park, all of which Improvements are depicted on Exhibit D attached hereto or on a similar Exhibit to a Supplementary Declaration; (vi) the Community Entry Monuments upon the transfer to the Master Association of an easement for maintenance purposes for a particular Community Entry Monument or of fee title to property upon which a particular Community Entry Monument is located; (vii) EI Capitan Park which is depicted on Exhibit C to this Master Declaration or on any similar Exhibit to a Supplementary Declaration. EI Capitan Park shall be transferred to the Master Association subject to an offer of dedication of a right of way in favor of the City of Newport Beach for the purpose of constructing an extension of a local collector road and an existing unimproved easement in favor of the City of Newport Beach for a road extension. In the event that this offer of dedication is accepted or the City elects to improve the existing road extension easement, then one or both of the collector road(s) will be extended through portion(s) of EI Capitan Park and: (1) the Members shall no longer have the right to the use of the affected portion(s) of EI Capitan Park as a community park, (2) the Master Association shall be relieved from the duty to maintain, repair, replace and restore the portion(s) of EI Capitan Park which consist of the hardscape paving and sidewalks and any utility lines within the right(s) of way of the local collector road extensions and (3) the Master Association shall continue to have the duty to maintain, repair. replace and restore any landscaping and appurtenant irrigation systems within the right(s) of way within the local collector roads located within EI Capitan Park. (viii) any other Master Common Area and the Common Facilities thereon, including, without limitation, trees. shrubs, landscaping. irrigation systems and drainage devices, lighting and other electrical systems, hardscape. wails, fences and entry monumentation. as described on Exhibit C to this Master Declaration or any similar Exhibit to a Supplementary Declaration; (b) maintain. repair, replace and restore the "Drainage System" (as such improvements are described in the Drainage Encumbrance Agreement). which is depicted upon Exhibit D attached hereto or attached to a Supplementary Declaration, upon the transfer by the Declarant to the Master Association of the easements described in the Drainage Easement Agreement; 47 (c) maintain, repair, replace and restore the warning signs located throughout the Master Association Common Area which are initially installed by the Declarant or a Participating Builder in compliance with the Water Quality Control Plan, which relate to the discharge and disposal of Hazardous Materials and which are located at the point at which drainage runoff enters those certain storm drain Improvements located within the Covered Property; (d) maintain alt other areas, facilities, equipment, services or aesthetic components of whatsoever nature as may from time to time be requested by the vote or written consent of a majority of the total voting power of the Master Association. The maintenance performed by the Master Association shall at all times be performed in compliance with any applicable Master Architectural and Landscape Standards, the Drainage Encumbrance Agreement (which provides, in part, for the indemnification of the MWD in the event of the discharge of certain Hazardous Materials from the Covered Property into the San Joaquin Reservoir Site) and the Water Quality Control Plan. The Water Quality Control Plan provides, in part, that: (i) irrigation runoff from Master Common Areas shall be limited by setting irrigation controllers to provide several short cycles instead of a tong one for pertinent Master Common Areas,; (ii) any irrigation system design or maintenance deficiencies which cause excessive runoff of irrigation water shall be immediately corrected; (iii) the application of an chemicals to the Master Common Areas less than three (3) days prior to the predicted chance of rain shall be prohibited; (iv) the application of fertilizer to landscaped areas shall be followed with light irrigation so as to permit the fertilizer to be absorbed; (v) an annual testing of turf soil within a particular Master Common Area shall be performed until test results stabilize so as to accurately determine the need for fertilization and to reduce the excessive use of fertilizer; and (vi) weed control methods shall be limited to the use of either mechanical means or EPA-labeled herbicides. 48 Any decision made by the Master Association concerning maintenance, including but not limited to a decision to prune any trees, may be taken by the Master Association acting through the Board in its discretion without consultation with or approval by any Member. The costs of any such maintenance and repair pursuant to this Section shall be a Common Expense except as otherwise specified in this Master Declaration. Section 7.02 • By Owner. Each Owner shall maintain alt Improvements upon his or her Residence in good condition and repair and in compliance with any applicable Master Architectural and Landscape Standards, and the Water Quality Control Plan. All slopes and terraces on any Residence shall be maintained so as to prevent any erosion thereof upon adjacent streets or adjoining property. The Water Quality Control Plan provides, in part, that: (a) irrigation runoff from the Owner's Residence shall be limited by setting irrigation controllers to provide several short cycles instead of a long one for the landscaped areas within the Residence; (b) the Owner shall immediately correct any irrigation system design or maintenance deficiencies within the Residence which cause excessive runoff of irrigation water; (c) the Owner shall not apply any chemicals to the landscaped areas within the Residence less than three (3) days prior to the predicted chance of rain; (d) the Owner shall follow the application of fertilizer to landscaped areas with light irrigation so as to permit the fertilizer to be absorbed; (e) the Owner shall perform an annual testing of turf soil within landscaped areas within the Residence until test results stabilize so as to accurately determine the need for fertilization and to reduce the excessive use of fertilizer; and (f) the Owner shall limit weed control methods within the Residence to the use of either mechanical means or EPA·labeled herbicides. Owners shall be relieved of their obligations under this Section to the extent that such obligations are the responsibility of the Master Association or a Maintenance Association. In the event the Board shall determine that any portion of the Covered Property required to be maintained by the Master Association has been damaged or destroyed by any negligent or malicious act or omission of any Owner, his or 49 her guests, tenants, servants, agents or invitees, such Owner shall be responsible for the cost of repairing such damage in accordance with the Article entitled "Discipline of Members" of the Bylaws. Any increase in insurance payable by the Master Association as the result of damage by any negligent or malicious act or omission of a particular Owner, or any of such Owner's guests, employees, licensees, agents or invitees, shall also be paid by such Owner. The Board shall have the power to levy a Penalty Assessment against such Owner for the cost of repair or for an amount equal to any such increase in premium. Section 7.03 • Noncompliance by Owner. In the event that an Owner fails to accomplish any installation, maintenance or repair required by this Article, the Board shall give notice to the Owner describing the deficiency and setting a date for a hearing concerning the matter before the Board or a committee selected by the Board for such purpose. The procedure for such notice and hearing and for the correction of the violation is described in the Article entitled "Discipline of Members" of the Bylaws. Section 7.04· Maintenance of Public Utilities. Nothing contained herein shall require or obligate the Master Association to maintain, replace or restore the underground facilities or public utilities which are located within easements in the Master Common Area owned by such public utilities. Section 7.05· Transfer of Master Common Area. (a) The Master Common Area within the First Phase shall be conveyed to the Master Association prior to or concurrently with the conveyance of a Residence located within the First Phase. Master Common Area within a subsequent Phase shall be conveyed to the Master Association prior to or concurrently with the conveyance of the Residence within such Phase. In addition, certain Master Common Areas shall be conveyed to the Master Association upon the commencement of Assessments against the first of a prescribed total number of Residences, as described in the initial Budgets prepared by the Declarant and approved by the DRE as revised from time to time, or as otherwise permitted by the DRE. Declarant or the Participating Builder shall convey the Master Common Area to the Master Association free of alt liens and encumbrances except current real property taxes and any special taxes and assessments (which taxes and assessments shall be prorated as of the date of conveyance), title exceptions of record or apparent and the covenants, conditions, reservations and restrictions contained in this Master Declaration and the instrument which conveys the Master Common Area to the Master Association. Subject to the terms of any maintenance agreement between the Master Association and Declarant which has been approved by DRE, the Master Association shall be deemed to have accepted the obligation to maintain the Improvements upon the Master Common Area and any other Improvements required to be maintained by the Master Association within any Phase when (i) such improvements have been completed in substantial 50 conformance with the plans and specifications therefor and (ii) Regular Assessments have commenced upon the Residences within such Phase. The issuance of a certificate by the architect who designed any such Improvements stating that such Improvements are in substantial conformance with such plans and specifications shall be satisfactory evidence of such completion. The Master Association shall release Declarant or the Participating Builder from the Bond defined in the Article entitled "Enforcement of Bonded Obligations" of this Master Declaration as to any Improvements accepted for maintenance as provided above. (b) Declarant, the Participating Builder and the subcontractors and the agents and employees thereof shall have the right to come on the Master Common Area to complete the construction of any landscaping or other Improvement to be installed on the Master Common Area. Notwithstanding any other provision of this Master Declaration, in the event that Declarant's subcontractors are contractually obligated to maintain landscaping and/or other Improvements on the Master Common Area, such maintenance shall not be assumed by the Association until the termination of such contractual obligation. If any excess of Assessments collected over actual Common Expenses incurred by the Master Association is caused by reason of construction or maintenance pursuant to this Section, such excess shall be placed in reserve to offset the future expenses of the Master Association in any manner designated by the Board, or the Board, in its discretion, may elect to abate the collection of or reduce Regular Assessments pursuant to Section 4.03 hereof. The party causing such damage or performing such construction, be it either the Declarant or the Participating Builder, shall repair any damage to and complete any restoration of the Covered Property caused or necessitated by such construction within a reasonable time after the occurrence of such damage or need for reconstruction. Declarant's and the Participating Builder's rights to come on the Master Common Area under this Section shall terminate upon: (i) the sate by Declarant and each Participating Builder of all Residences within the Development, or (ii) the later of: (A) the fifth (5th) anniversary of the conveyance of the first Residence in the first Phase of the Development to a member of the home buying public requiring the delivery of Final Subdivision Public Report, or (B) the third (3rd) anniversary of the conveyance of the first Residence in the most recent Phase of the Development, other than the First Phase to a member of the home buying public requiring the delivery of Final Subdivision PubliC Report, whichever of (i) or (ii) shall occur first; provided, however, that in no event shall the rights of Declarant or any Participating Builder hereunder terminate prior to the exoneration of any Bond in favor of the Master Association described in the Article entitled "Enforcement of Bonded Obligations" of this Master Declaration. 51 Section 7.06 • Relationship with Maintenance Association. For purposes of this Master Declaration, a Maintenance Association shall be deemed responsible for the maintenance of an area if the Maintenance Declaration of such Maintenance Association recorded by Declarant or a Participating Builder designates such area to be maintained by such Maintenance Association. The Maintenance Association wilt perform such work in compliance with the Master Architectural and Landscape Standards. The Master Association shall be responsible for such maintenance and other obligations, if any, imposed in the Maintenance Declaration, or any amendments thereto, recorded by Declarant or a Participating Builder provided that such area to be maintained is described in a Supplementary Declaration and the Master Association consents in writing, and in such event no Maintenance Association shall be responsible therefor. The members of the Maintenance Association shall not amend any such Maintenance Declaration to terminate or modify the maintenance responsibilities of such Maintenance Association without the prior written approval of the Board. In the event that a Maintenance Association does not execute its maintenance responsibilities in compliance with the Master Architectural and Landscape Standards, the Master Association may perform such maintenance itself and levy a Special Assessment therefor on the Members who are owners of property under the Maintenance Declaration of such Maintenance Association. ARTICLE VIII INSURANCE Section 8.01 • Obligation to Insure. The Master Association shall obtain and maintain in effect insurance and fidelity bond coverage in the amounts and with endorsements deemed adequate by the Board which shall be not less than the coverage's hereinafter required in this Section. In addition, the Master Association shall obtain such additional endorsements and coverage's meeting the requirements established by any of the Federal Agencies for planned unit development projects when any such Federal Agency first becomes and as long as it continues to be either a Mortgagee, Owner, insurer or guarantor of a Mortgage within the Covered Property except to the extent such coverage or endorsements are not available or have been waived in writing by the applicable Federal Agencies. (a) Public Liability Insurance. The comprehensive public liability insurance policy shall insure the Master Association against any liability incident to the ownership and/or use if the Master Common Area, the "Drainage System"(as such term is defined in the Drainage Encumbrance Agreement) and any other areas under the supervision of the Master Association and the use of owned, non-owned or hired vehicles. The limits of such insurance shall not be less than One Million Dollars ($1,000,000) for claims arising out of a single occurrence for bodily injury, deaths of persons, personal injury, and property damage. Coverage under this policy shall 52 include without limitation liability of the insured's for property damage, bodily injury, deaths of persons and personal injury in connection with the operation, maintenance and use of the Master Common Area, the above described "Drainage System" (as defined in the Drainage Encumbrance Agreement) and any other areas under the supervision of the Master Association and legal liability arising out of lawsuits related to employment contracts of the Master Association. If such policy does not include "severability of interest" in its terms, a specific endorsement will be required precluding the insurer from denying the claim of an Owner because of negligent acts of the Master Association or other Owners and such other coverage in kinds and amounts required by private institutional mortgage investors for projects similar in construction, location and use. (b) Property Insurance. The policy of property insurance shall cover alt of the insurable Improvements upon the Master Common Area, including fixtures and building service equipment that are part of the Master Common Area, the "Drainage System" (as such term is defined in the Drainage Encumbrance Agreement) and all other areas under the supervision of the Master Association as well as common personal property and supplies belonging to the Master Association. The policy shall be in an amount equal to one hundred percent (100%) of the current replacement cost, without deduction for depreciation or coinsurance, of all of the property covered by the policy. Such insurance must, at a minimum, afford protection against loss or damage by fire and other perils normally covered by the standard extended coverage endorsement and such other perils which are customarily covered and required by private institutional mortgage investors with respect to similar planned developments in the area of the Covered Property, including all perils normally covered by the standard "all risk" endorsement. The policy shall name as insured the Master Association, for the use and benefit of the Owners. (c) Fidelity Bonds. The blanket fidelity bond shall cover losses resulting from dishonest or fraudulent acts on the part of anyone who handles or is responsible for funds held or administered by the Master Association, including directors, officers, trustees, employees or volunteers of the Master Association. The fidelity bond should cover the maximum funds that will be in the custody of the Master Association or its management agent at any time while the bond is in force. In addition, the fidelity bond shall be written in an amount equal to the aggregate of three (3) months' Regular Assessments on all Residences, including reserves. Where the Master Association delegates some or all of the responsibility for the handling of funds to a management agent, fidelity bonds are required for its officers, employees and agents handling or responsible for funds of, or 53 administrating on behalf of, the Master Association. A management agent who handles funds for the Master Association should also be covered by its own fidelity bond which must provide the same coverage required by the Master Association and must submit evidence of such coverage to the Master Association. The fidelity bonds shall name the Master Association as obligee and shall contain waivers of any defense based on the exclusion of persons who serve without compensation from any definition of "employee" or similar expression. (d) Flood Insurance. If the Master Common Area or any other areas under the supervision of the Master Association, or any portion thereof is located within an area having special flood hazards and for which flood insurance has been made available under the National Flood Insurance Program ("NFIP"), the Master Association shall obtain a policy of flood insurance providing the coverage customarily required by private institutional mortgage investors with respect to similar planned developments in the area of the Covered Property. (e) Worker's Compensation Insurance. The Board shall purchase and maintain in force worker's compensation insurance, to the extent that the same shall be required by law, for all employees of the Master Association. (f) Mortgage Clause. All insurance policies must contain the "standard mortgage clause" or equivalent endorsement providing that coverage of a Mortgagee under the insurance policy will not be adversely affected or diminished by an act or neglect of the Mortgagor, which is commonly accepted by private institutional mortgage investors in the area in which the Covered Property is located, unless such coverage is prohibited by applicable law. Notwithstanding the above, a mortgage clause in favor of Mortgagees holding Mortgages on Residences is not required on a policy insuring the Master Common Area. Section 8.02 • Notice of Cancellation or Modification. All insurance policies and fidelity bonds maintained by the Master Association must provide that such policies or bonds may not be canceled, reduced or substantially modified without at least ten (10) days prior written notice to the Master Association, and, in the case of fidelity bonds, to each mortgage servicing contractor acting on behalf of any of the Federal Agencies. Section 8.03 • Waiver by Owners. All insurance obtained by the Master Association shall be maintained by the Master Association for the benefit of the Master Association, the Owners and the Mortgagees as their interests may appear. As to each of said policies which wilt not be voided or impaired thereby, the Owners hereby waive and release ali claims against the Master Association, the Board, other Owners, the Declarant and agents and employees of each of the 54 foregoing, with respect to any toss covered by such insurance, whether or not caused by negligence or breach of any agreement by said persons, but such waiver and release of claims shall be only to the extent of insurance proceeds received in compensation for such loss. Section 8.04· Annual Insurance Review. The Board shall at least annually determine whether the amounts and types of insurance it has obtained provide adequate coverage in tight of increased construction costs, inflation, practice in the area in which the Covered Property is located, or any other factor which tends to indicate that either additional insurance policies or increased coverage under existing policies are necessary or desirable to protect the interest of the Owners and of the Master Association. If the Board determines that increased coverage or additional insurance is appropriate, it shall obtain such increased coverage or additional insurance. ARTICLE IX DESTRUCTION OF IMPROVEMENTS Section 9.01 •• Definitions. The following terms used in this Article are defined to mean as follows: (a) "Insured Improvements" shall mean the Improvements on the Covered Property insured under the fire and casualty insurance policy maintained by the Master Association. (b) "Affected Common Facility" shall mean a partially or totally destroyed insured tmprovement. (c) "Acceptable Range of Reconstruction Cost" shall mean that the amount of the insurance proceeds paid for partially or totally destroyed Insured Improvements together with the amount of any deductible amount designated in the fire and casualty insurance policy maintained by the Master Association totals at least sixty percent (60%) of the estimated cost to repair, replace or reconstruct such partially or totally destroyed Insured Improvements. (d) "Substantial Destruction" shall mean a destruction of Insured Improvements representing at least seventy-five percent (75%) of the current replacement cost value of all insured Improvements upon the Covered Property. Section 9.02 • Board Action. In the event any Insured Improvements are damaged, the Board shall take the following action: (a) Acceptable Range of Reconstruction Cost. The Board shall ascertain the cost of repair, replacement or reconstruction by obtaining 55 fixed price bids from at least two (2) reputable contractors, which bids shall include the obligation of the contractor to obtain a performance bond, if the Board deems that such bids are necessary or appropriate. The Board shall further have full authority to negotiate with representatives of the insurer and to make settlement with the insurer for less than full insurance coverage on the damage. Any settlement made by the Board in good faith shall be binding upon alt Owners. After the settlement has been approved by the Board, any two (2) directors of the Master Association may sign a loss claim form and release form in connection with the settlement of a loss claim. (b) Notice of Reconstruction Assessment. The Board shall promptly cause notice to be delivered to alt Owners if, during the process of determining the Acceptable Range of Reconstruction Cost, it appears likely that the repair, replacement or reconstruction of a partially or totally destroyed Insured Improvement will result in the levying of Reconstruction Assessments. Such notice shall specify the estimated amount of any such Reconstruction Assessment. (c) Vote of Members. The Board shall call a special meeting or shall distribute written ballots to the Owners for action to be taken without a meeting to determine whether or not to proceed with the repair, replacement or reconstruction of partially or totally destroyed Insured Improvements upon the happening of anyone of the following events: (i) a Substantial Destruction; (ii) a determination that the requirements of the Acceptable Range of Reconstruction Cost have not been met; (iii) receipt of a written request of Owners representing at least five percent (5%) of the total voting power of the Owners requesting such action; or (iv) failure or inability to make a determination as to the Acceptable Range of Reconstruction Cost within one hundred twenty (120) days of the date of destruction. Section 9.03 • Reconstruction. The repair, replacement or reconstruction shall commence as soon as practicable following anyone of the following events: (a) a determination that the requirements of the Acceptable Range of Reconstruction Cost have been met, except that if Reconstruction Assessments must be levied, such work shall not commence until ten (10) days have elapsed following the delivery of the notice of the Reconstruction 56 Assessment to all Owners required to pay Reconstruction Assessments. The notice of estimated Reconstruction Assessment required to be delivered to each such Owner as hereinabove provided in this Article shall satisfy this condition if the actual amount of the Reconstruction Assessment does not exceed the estimated amount set forth in the said notice; (b) approval of such action by not less than thirty-three percent (33%) of the total voting power of the Members; and (c) failure to receive an objection to proceeding with the repair. replacement or reconstruction by the required percentage of Eligible Mortgage Holders and Owners required under the Article entitled "Mortgagee Protection" of this Master Declaration within one hundred twenty (120) days of the date of the destruction. Section9.04 -Proceeds of Insurance. All insurance proceeds shall be paid to the Master Association to be used for the benefit of Owners. mortgagees and others as their respective interests shall appear. If any portion of the insurance proceeds was paid to a mortgagee. an amount equal to the amount paid to such mortgagee shall be paid to the Board by the Owners whose Mortgagees received insurance proceeds. If any Owner fails to pay such amount within thirty (30) days of a written demand therefor by the Master Association. the Board may levy a Special Assessment against such Owner and his or her Residence for such amount. Section 9.05 • Reconstruction Assessments. If necessary. the Board shall levy a Reconstruction Assessment against the Owners at such time and in such amount determined necessary to cover the costs of repair. replacement or reconstruction in excess of insurance proceeds. Section 9.06 • Compliance with Plans. Any reconstruction undertaken pursuant to this Article shall substantially conform to the original plans and specifications. unless other action is approved by a majority of the total voting power of the Master Association. Section 9.07 -Determination of Allocable Proceeds. The amount of insurance proceeds "allocated" or "allocable" to an Affected Common Facility shall be determined pursuant to this Section as follows: (a) In the event the insurance carrier allocates insurance proceeds among Affected Common Facilities and such allocation is approved by the Board. such allocation shall be final and binding upon the Owners and mortgagees. (b) In the event the insurance carrier fails to allocate the insurance proceeds. such allocation shall be determined by multiplying the 57 amount of insurance proceeds available for distribution by a fraction, the denominator of which is the total decrease of MAL appraised fair market value of all of the Affected Common Facilities and the numerator of which is the decrease of MAL appraised fair market value of each such Affected Common Facility. The appraised values shall be determined by an MAL appraiser selected by the Board. Such allocation shall be final and binding on the Owners, the mortgagees and the Master Association. Section 9.08 • Distribution of Insurance Proceeds. In the event there has been a decision not to repair, replace or reconstruct one or more partially or totally destroyed Insured Improvements, the Board shall retain the insurance proceeds allocated to each such Affected Common Facility in the general funds of the Master Association subject to the prior rights of alt mortgagees holding mortgages encumbering the particular Affected Common Facility for which such insurance proceeds have been allocated. Allocable proceeds paid to mortgagees shall be paid in the order of their recorded priority on such Affected Common Facility. Section 9.09 • Payment of Mortgagees. Any insurance proceeds paid to a mortgagee pursuant to this Article shall be paid in the amount required by such mortgagee, but such payment shall not exceed the lesser of (i) the outstanding indebtedness secured by said mortgage, or (ii) the insurance proceeds allocated to such Affected Common Facility as hereinabove provided in this Article. Section 9.10· Requirements of Federal Agencies. In addition to the foregoing, the Board must also comply with the requirements of the Article entitled "Mortgagee Protection" of this Master Declaration as to notice which must be provided to Requesting Mortgagees, Insurers and Guarantors. Notwithstanding the foregoing Sections of this Article, any partially or totally destroyed Improvements wilt be replaced or restored substantially to their condition prior to the destruction unless there has also been compliance with the requirements of the said Article entitled "Mortgagee Protection". The vote or consent of Eligible Mortgage Holders required under said Article may be solicited concurrently or subsequent to the vote of the Owners required under this Article. ARTICLE X EMINENT DOMAIN Section 10.01 • Definition of Taking. The term "taking" as used in this Article shall mean condemnation by eminent domain, or by sale under threat thereof, of all or part of the Master Common Area. Section 10.02 • Representation by Board. In the event of a taking, the Owners hereby appoint the Board and such persons as the Board may delegate to 58 represent all of the Owners in connection with the taking. The Board shall act in its sole discretion with respect to any awards being made in connection with the taking and shall be entitled to make a voluntary sate to the condemnor in lieu of engaging in a condemnation action. Section 10.03 • Award. Any awards received on account of the taking of Master Common Area shall be paid to the Master Association and shall be retained in the general funds of the Master Association subject to the prior rights of any mortgagee holding an encumbrance upon any Master Common Area for which such award has been paid. Section 10.04 • Inverse Condemnation. The Board is authorized to bring an action in inverse condemnation. In such event, the provisions of this Article shall apply with equal force. Section 10.05· Requirements of Federal Agencies. In addition to the requirements of this Article, the Board and the Owners must comply with the requirements of the Article entitled "Mortgagee Protection" of this Master Declaration in the event of any taking. ARTICLE XI ANNEXATIONS Real property may be annexed to and become subject to this Master Declaration by any of the methods set forth hereinafter in this Article, as follows: Section 11.01· Plan of Development. Declarant intends to sequentially develop the Annexation Property on a phased basis. However, Declarant may elect not to develop alt or any part of such real property, to annex such real property to this Master Declaration in increments of any size whatsoever, or to develop more than one such increment at any given time and in any given order. Moreover, Declarant and each Participating Builder reserve the right to subject all or any portion of the Annexation Property to the plan of this Master Declaration or one or more separate declarations of covenants, conditions and restrictions which subjects said property to the jurisdiction and powers of a homeowner association or other entity with powers and obligations similar to the Master Association and which is not subject to the provisions of this Master Declaration. Although Declarant and each Participating Builder shall have the ability to annex the Annexation Property as provided in this Article, Declarant and each Participating Builder shall not be obligated to annex all or any portion of such property, and such property shall not become subject to this Master Declaration unless and until a Supplementary Declaration shall have been so executed and recorded. Section 11.02 • Annexation Without Approval. AI! or any part of the Annexation Property may be annexed to and become subject to this Master 59 Declaration and subject to the jurisdiction of the Master Association without the approval, assent or vote of the Master Association or its Members, provided that (a) the recordation of the Supplementary Declaration annexing a new Phase is effected prior to: (i) the third (3rd) anniversary of the conveyance of the first Residence within the immediately preceding Phase, other than the First Phase, to a member of the home buying public requiring the delivery of a Final Subdivision Public Report, or (ii) the fifth (5th) anniversary of the conveyance of the first Residence within the First Phase to a member of the home buying public requiring the delivery of a Final Subdivision Public Report, whichever of either (i) or (ii) shall occur later; and (b) the DRE has agreed to issue a Final Subdivision Public Report which shall be deemed to be evidence that Declarant or a Participating Builder has fumished proof satisfactory to the DRE that: (i) no proposed annexation wilt result in overburdening the common interests of the then existing Owners and (ii) no proposed annexation will cause a substantial increase in Assessments against existing Owners which was not disclosed in the Final Subdivision Public Reports under which pre- existing Owners purchased their interests. Section 11.03 • Annexation Pursuant to Approval. Upon approval in writing of (i) the Declarant (for so tong as Declarant or a Participating Builder owns any portion of the Covered Property) and (ii) the Master Association, pursuant to the vote or written assent of sixty-seven percent (67%) of (a) the total voting power of the Master Association, and (b) the total voting power of Members other than the Declarant and each Participating Builder, any person who desires to add real property other than the Annexation Property to the plan of this Master Declaration and to subject such property to the jurisdiction of the Master Association, may file or record a Supplementary Declaration. The provisions of this Section shall also apply to the Annexation Property subsequent to the expiration of the power of Declarant and a Participating Builder to annex such property without the approval of the Members as provided in this Article. The certificate of any officer or officers authorized by resolution of the Board, or the president and secretary of the Master Association attached to any Supplementary Declaration recorded pursuant to this Section certifying that the required total voting power of the Master Association has approved the recordation of such Supplementary Declaration shall be deemed conclusive proof thereof. Section 11.04 • Effectuation of Annexation. Upon the satisfaction of alt of the conditions contained in either the Section entitled "Annexation Without Approval" or "Annexation Pursuant to Approval" of this Article, the recordation of a Supplementary Declaration in the Official Records shall constitute and effectuate the annexation of the Annexed Property described therein, making said Annexed Property subject to this Master Declaration and subject to the functions, powers 60 and jurisdiction of the Master Association, and thereafter said Annexed Property shall be part of the Covered Property and alt of the Owners of Residences in said Annexed Property shall automatically be Members. The Supplementary Declaration shall incorporate by reference all of the covenants, conditions, restrictions, easements and other provisions of this Master Declaration, and may contain such complementary additions or modifications of the covenants. conditions and restrictions in this Master Declaration as may be necessary to reflect the different character, if any, of the Annexed Property as are not inconsistent with the plan of the Master Declaration. In no event, however, shall any such Supplementary Declaration revoke, modify or add to the covenants established by this Master Declaration or by any prior Supplementary Declaration with respect to property covered by this Master Declaration at the time of the recording of the said Supplementary Declaration. Section 11.05 • Mergers or Consolidations. Upon a merger or consolidation of the Master Association with another association, which merger or consolidation must be approved by the vote or written assent of (i) the Declarant (so tong as Declarant or any Participating Builder owns any portion of the Covered Property) and, (ii) sixty-seven percent (67%) of (a) each class of Membership, or (b) upon the termination of Class B and Class C membership. the total voting power of the Master Association as well as the vote or written assent of the same percentage of the total voting power of Members other than the Declarant and each Participating Builder, the Master Association's properties, rights and obligations may, by operation of law, be transferred to a surviving or consolidated association, or, altematively, the properties, rights and obligations of another association may, by operation of law, be added to the properties, rights and obligations of the Master Association as a surviving corporation pursuant to a merger. The surviving or consolidated association may administer the covenants, conditions and restrictions established by this Master Declaration within the Covered Property, together with the covenants, conditions and restrictions established upon any other property as one plan. Section 11.06 • Dissolution and Transfer of Master Common Area to Government Entity or District. Provided that no "taking" (as such term is defined in Article X of this Master Declaration) has occurred with respect to alt or a particular portion of the Master Common Area, the Master Association may, for the purpose of transferring the maintenance responsibility for all or the particular portion of such Master Common Area, transfer all or the portion of such Master Common Area and assign its duties to maintain such Master Common Area to a govemment entity or district. Any such transfer and assignment, in order to be effective, shall require the assent of: (i) Declarant (so tong as Declarant or any Participating Builder owns any portion of the Covered Property), (ii) sixty-seven percent (67%) of the total voting power of the Master Association, (iii) sixty-seven percent (67%) of the total voting power of Members other than the Declarant and each Participating Builder, and (iv) in the event that such transfer and assignment shall 61 involve the transfer and assignment of alt of the Master Common Area together with substantially all of the assets of the Master Association (thereby allowing the dissolution of the Master Association), one hundred percent (100%) of the total voting power of the Master Association. Notwithstanding the above, nothing contained within this section shall be construed as prohibiting the Board from transferring title to all or any portion of EI Capitan Park to the Local Government in accordance with the terms of any applicable offer of dedication or similar agreement or from transferring title to Newport Ridge Park, Crestridge Park, Canyon Watch Park or Harbor Watch Park, to the Local Government pursuant to the terms of the Park Dedication Agreement without the approval of the Members. Section 11.07 -Deannexation. Declarant may delete alt or a portion of a Phase from coverage of this Master Dedaration and the jurisdiction of the Association (or may amend the applicable Supplementary Dedaration insofar as it affects such Phase), so long as Dedarant is the Owner of alt of such Phase, and provided that (i) a Notice of Deletion of Territory is recorded in the same manner as the applicable Supplementary Dedaration was recorded, (ii) no Association vote has been exercised with respect to any portion of the Phase, (iii) Assessments have not yet commenced with respect to any portion of such Phase, (iv) there has been no close of escrow for the sate of any Residence in such Phase, and (v) the Association has not made any expenditures or incurred any obligations with respect to any portion of such Phase. In the event that an offer of dedication which impacts any Master Common Area or any portion thereof is accepted, the Dedarant may file a Notice of Deletion of Territory covering the affected Master Common Area to delete the affected Master Common Area from the Master Dedaration, if required by the terms of the offer of dedication or if required by the Local Government. A Participating Builder may delete all or any portion of a Phase from coverage of this Master Declaration and the jurisdiction of the Association (or amend the applicable Supplementary Declaration insofar as it affects such Phase), so tong as the PartiCipating Builder (and Dedarant, if applicable) are the Owners of all of such Phase of Development and provided further, that (a) all requirements of items (i) through (v) set forth above in this paragraph have been satisfied, and (b) Declarant has consented in writing to such deletion or amendment by executing the Notice of Deletion of Territory or amendment to Supplementary Declaration for such Phase. ARTICLE XII MORTGAGEE PROTECTION Section 12.01 • Priority of Mortgage Lien. No breach of the covenants, conditions or restrictions, nor the enforcement of any lien provisions contained in this Master Dedaration, shall affect, impair. defeat or render invalid the lien or charge of any First Mortgage made in good faith and for value encumbering any Residence, but all of said covenants, conditions and restrictions shall be binding 62 upon and effective against any Owner whose title is derived through foreclosure or trustee's sale, or otherwise, with respect to a Residence. Section 12.02 • Curing Defaults. A Mortgagee, or the immediate transferee of such Mortgagee, who acquires title by judicial foreclosure, deed in lieu of foreclosure or trustee's sate shall not be obligated to cure any breach of the provisions of this Master Declaration which is noncurable or of a type which is not practical or feasible to cure. The determination of the Board made in good faith as to whether a breach is noncurable or not feasible to cure shall be final and binding on alt Mortgagees. Section 12.03· Resale. It is intended that any loan to facilitate resale of any Residence after judicial foreclosure, deed in lieu of foreclosure or trustee's sale is a loan made in good faith and for value and entitled to all of the rights and protections afforded to other Mortgagees. Section 12.04 • Material Changes. Written approval of sixty-seven percent (67%) of the Eligible Mortgage Holders and sixty-seven percent (67%) of the total voting power of the Master Association is required to amend a material provision of the Master Association Management Documents shown under subsection (a) of this Section, or to take such other material actions and decisions shown under subsection (b) of this Section. (a) Material Amendment of Master Association Management Documents. A material provision in any of the Master Association Management Documents shall be defined as a provision governing the following subjects: (i) Voting rights; (ii) Assessments, assessment liens, or subordination of such liens; (iii) Reserves for maintenance, repair and replacement of the Master Common Area; (iv) Responsibility for maintenance and repair of the Covered Property; (v) Right to use of the Master Common Area; (vi) Boundaries of any Residence; (vii) Convertibility of Residences into Master Common Area or of Master Common Area into Residences; 63 (viii) Expansion or contraction of the Covered Property or the addition, annexation or withdrawal of property to or from the Covered Property; (ix) Insurance or fidelity bonds; (x) Leasing of Residences; (xi) The imposition of any right of first refusal or similar restriction on the right of an Owner to sell, transfer, or otherwise convey such Owner's Residence; and (xii) Any provision, which by its terms, is for the express benefit of Mortgagees or insurers or guarantors. (b) Material Actions and Decisions. A material action or decision by the Master Association shall be defined as any of the following: (i) Effectuate any decision to assume self-management of the Covered Property when professional management had been previously required by an Eligible Mortgage Holder; (ii) Restore or repair the Covered Property (after a hazard damage or partial condemnation) in a manner other than that specified in the Master Association Management Documents; (iii) Terminate the legal status of the Development for any reason, including without limitation, the substantial destruction or condemnation of the Covered Property; (iv) 8y any act or omission, abandon, partition, sell, alienate, subdivide, release, transfer, hypothecate or otherwise encumber the Master Common Area; provided, however: (A) the granting of easements for public utilities or other public purposes consistent with the intended use of the Master Common Area, (8) the transfer of any Master Common Area, or any portion thereof, to Local Government pursuant to the terms of the Dedication Agreement, the Park Dedication Agreement or any other offer of dedication or similar agreement, (C) the transfer of Master Common Area to Local Government or other governmental or quasi-governmental entity for the purpose of ownership and/or maintenance purposes consistent with the intended purposes and uses of such Master Common Area as described in Master Association Management Documents and in the grant deed transferring such Master Common Area to the Master Association, and (D) the granting to an Owner or Owners or to a 64 Maintenance Association of exclusive easements over portions of the Master Common Area or fee interests in portions of the Master Common Area pursuant to a recorded lot tine adjustment approved by the Local Government. so tong as each such grant to an Owner or Maintenance Association is reasonably required for purposes of conformity with the as-built location of Improvements installed by Declarant. a Participating Builder. an Owner or Maintenance Association, or for the purposes set forth in Sections 2.07 or 3.01 of this Master Declaration. shall not require such approval; (v) Change the method of determining the obligations. Assessments. dues or other charges which may be levied against an Owner; (vi) Use hazard insurance proceeds for tosses to any Master Common Area, for other than repair. replacement or reconstruction; (vii) Fail to maintain fire and extended coverage insurance on the Master Common Area and the improvements thereto in an amount less than one hundred percent (100%) of the insurable value based on current replacement cost; (viii) Waive or abandon any scheme of regulations, or enforcement thereof, pertaining to the architectural design or the exterior appearance of Residences, the exterior maintenance of Residences. the maintenance of the Master Common Area including, without limitation, the party waits or common fences and driveways, or the upkeep of lawns and plantings. An amendment or addition shall not be considered material under this Section if it is for the purpose of correcting technical errors, or for clarification only. An Eligible Mortgage Holder who receives a written request by certified or registered mail with a return receipt requested to approve any addition or amendment described in subparagraph (a) above or to approve any action or decision described in subparagraph (b) above who does not deliver to the requesting party a negative response within thirty (30) days shall be deemed to have approved such request. Section 12.05 • Notice. A Requesting Mortgagee. Insurer or Guarantor shall be entitled to timely written notice of: (a) Destruction or Taking. Destruction, taking or threatened taking of any Master Common Area and any Improvements thereto or any portion thereof affecting the Mortgage held, insured or guaranteed by such Requesting Mortgagee. Insurer or Guarantor. As used in this Master 65 Declaration, "damaged" or "taking" shall mean damage to or taking of the Master Common Area exceeding Ten Thousand Dollars ($10,000). If requested in writing by such Requesting Mortgagee, Insurer or Guarantor, the Master Association shall evidence its obligations under this subsection in a written agreement in favor of such Requesting Mortgagee, Insurer or Guarantor; (b) Default in Performance. Default in the performance of the obligations imposed by this Master Declaration by the Owner whose Residence is encumbered by a Mortgage held, insured or guaranteed by such Requesting Mortgagee, Insurer or Guarantor which default remains uncured for a period of sixty (60) days; (c) Lapse. Cancellation or Modification of Insurance. Any lapse, cancellation or material modification of any insurance policy or fidelity bond maintained by the Master Association; and (d) Action Requiring Consent. Any proposed action which under the Master Declaration or the Bylaws requires the consent of a specified percentage of the Eligible Mortgage Holders. Section 12.06· Mortgagees Furnishing Information. Mortgagees are hereby authorized to furnish information to the Board concerning the status of any Mortgage. Section 12.07 • Conflicts. In the event of any conflict between any of the provisions of this Article and any of the other provisions of the Master Association Management Documents, the provisions of this Article shall control. Section 12.08 • Priority of Mortgagee. Nothing in the Master Association Management Documents shall give an Owner, or any other party, priority over the rights of a First Mortgagee in the case of a distribution to such Owner of insurance proceeds or condemnation awards for tosses to or a taking of any Master Common Area. Section 12.09 • Payment of Taxes or Premiums. Mortgagees may, jointly or singly, pay taxes or other charges which are in default and which mayor have become a charge against the Master Common Area unless such taxes or charges are separately assessed against the Owners, in which case the rights of Mortgagees shall be governed by the provisions of their Mortgages. Mortgagees may, jointly or singly, also pay overdue premiums on hazard insurance policies, or secure new hazard insurance coverage on the lapse of a policy, for the Master Common Area. Mortgagees making payments pursuant to this Section shall be owed immediate reimbursement therefor from the Master Association. Entitlement to such reimbursement shall be reflected in an agreement in favor of any Mortgagee which requests the same to be executed by the Master Association. 66 ARTICLE XIII ENFORCEMENT OF BONDED OBLIGATIONS In the event that the Improvements to the Master Common Area have not been completed prior to the issuance of a Final Subdivision Public Report covering the Covered Property, and the Master Association is the obligee under a bond or other arrangement (the "Bond") to secure performance of the commitment of Declarant or a Participating Builder to complete such Improvements, the following provisions shall apply: (a) The Board shall consider and vote on the question of action by the Master Association to enforce the obligations under the Bond with respect to any Improvements for which a Notice of Completion has not been filed within sixty (60) days after the completion date specified for such Improvements in the planned construction statement appended to the Bond. If the Master Association has given an extension in writing for the completion of any Master Common Area Improvement, the Board shall consider and vote on the aforesaid question if a Notice of Completion has not been filed within thirty (30) days after the expiration of such extension. (b) In the event that the Board determines not to initiate action to enforce the obligations under the Bond, or in the event the Board fails to consider and vote on such question as provided above, Members representing not less than five percent (5%) of the total voting power of the Master Association may present a signed petition to the Board or to the president or secretary of the Master Association demanding a meeting for the purpose of voting to override such decision or such failure to act by the Board. Such meeting shall be called according to the provisions of the Bylaws dealing with meetings of the Members. but in any event such meeting shall be held not less than thirty-five (35) days nor more than forty-five (45) days after receipt by the Board of a petition for such meeting. (c) The only Members entitled to vote at such meeting of Members shall be the Members other than Declarant. A vote at such meeting of a majority of the total voting power of such Members other than Declarant or a Participating Builder to take action to enforce the obligations under the Bond shall be deemed to be the decision of the Master Association. and the Board shall thereafter implement this decision by initiating and pursuing appropriate action in the name of the Master Association. 67 ARTICLE XIV APARTMENT LOT OWNERSHIP Section 14.01 • Detention of Vote. An Apartment Lot Owner, in its sole discretion, may from time to time delegate its vote to the tenants within any of its Apartment Buildings provided that such Apartment Lot Owner shall notify the Master Association in writing of such delegation, and provided further that the total number of votes allocated to the tenants does not exceed the total number of votes allocated to such Apartment BUilding. Section 14.02 • Detention of Use. The Apartment Lot Owner may delegate its right of enjoyment in and to the Master Common Area to tenants of its Apartment Units and such tenants may further delegate such rights of enjoyment to the members of their families and guests (subject to such rules and regulations pertaining to guests as are applied to other Members). Section 14.03 • Subdivision and/or Conversion to Condominium. An Apartment Lot Owner shall have the right to subdivide an Apartment Lot into two or more Lots and/or to convert its Apartment Lot or Lots into a condominium project pursuant to Section 1350 seq. of the California Civil Code or any successor statute thereof. Effective upon the recording of a tract or parcel map effecting a subdivision of an Apartment Lot and presentation of such recorded tract or parcel map to the Board, each Lot shown on such tract or parcel map shall be an Apartment Lot. Effective upon the conveyance of the first Condominium within any such condominium project. and presentation of evidence of such recording to the Board, each Condominium in such condominium project shall be a Residence as defined in this Master Declaration. Upon either of the foregoing events, the Owner or Owners of any such Apartment Lot or Residence shall have the voting rights and the obligation to pay Assessments allocated in the manner prescribed for the calculation of voting rights and Assessments in this Master Declaration, except that the Board, in its sole discretion, may determine that the Assessments shall remain fixed for the remainder of the fiscal year in which the subdivision and/or the conversion to condominiums occurred, with each Owner of such Apartment Lot or Residence, as applicable, paying a pro rata portion of the Assessments allocated to the property affected by such subdivision or conversion. ARTICLE XV GENERAL PROVISIONS Section 15.01 -Enforcement. The Master Association, the Declarant (as tong as Declarant is an Owner or has any right to annex any Annexation Property without the approval of the Members), a PartiCipating Builder (as tong as the Participating Builder is an Owner or has the right to annex any Annexation Property without the approval of the Members) or any Owner shall have a right of action against any Owner, and any Owner shall, subject to the application of any 68 notice and hearing requirements in the Bylaws. have a right of action against the Master Association to enforce by proceedings at law or in equity. alt restrictions. conditions. covenants and reservations. now or hereafter imposed by the provisions of the Master Association Management Documents or any amendment thereto. including the right to prevent the violation of such restrictions. conditions. covenants. or reservations and the right to recover damages or other sums due for such violation. except that Owners shall not have any right of enforcement with respect to Assessment liens. With respect to Master Association Rules or Master Architectural and Landscape Standards. the Master Association shall have the exclusive right to the enforcement thereof. unless the Master Association refuses or is unable to effectuate such enforcement. in which case any Owner shall have the right to undertake such enforcement. Section 15.02· No Waiver. Failure by the Master Association. the Declarant. a Participating Builder. a Delegate or by any Owner to enforce any covenant. condition. restriction or reservation contained in any of the Master Association Management Documents in any certain instance or on any particular occasion shall not be deemed a waiver of such right on any such future breach of the same or any other covenant. condition. restriction or reservation. Section 15.03 • Cumulative Remedies. All rights, options and remedies of Declarant, the Participating Builders. the Master Association. the Delegates. the Owners and/or the Mortgagees under the Master Association Management Documents are cumulative, and no one of them shall be exclusive of any other. Declarant, the Participating Builders, the Delegates. the Master Association, the Owners and the Mortgagees shall have the right to pursue anyone or all of such rights, options and remedies or any other remedy or relief which may be provided by law, whether or not stated in the Master Association Management Documents. Section 15.04 • Severability. Invalidation of anyone or a portion of the covenants, conditions. restrictions or reservations of this Master Declaration by judgment or court order shall in ns way affect any other provision. Any provision not invalidated by judgment or court order shall remain in full force and effect. Section 15.05· Term. The covenants. conditions and restrictions of this Master Declaration shall run with and bind the Covered Property and shall inure to the benefit of and be enforceable by the Master Association. the Declarant (as tong as the Declarant is an Owner or has any right to annex Annexation Property without the approval of the Members), a Participating Builder (as tong as the Participating Builder is an Owner or has any right to annex Annexation Property without the approval ofthe Members), or any Owner. their respective legal representatives, heirs. successors and assigns. for a term of sixty (60) years from the date this Master Declaration is recorded, after which time said covenants, conditions and restrictions shall be automatically extended for successive periods of ten (10) years, unless an instrument, signed by not less than sixty-seven percent (67%) of the then Owners and not less than sixty-seven percent (67%) of 69 the Eligible Mortgage Holders has been recorded at least one (1) year prior to the end of any such period, agreeing to terminate said covenants, conditions and restrictions. Section 15.06 • Construction. The provisions of this Master Declaration shall be liberally construed to effectuate its purpose of creating a plan for the development of a residential community or tract and for the maintenance of the Covered Property. The Article and Section headings have been inserted for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction. Section 15.07 • Number and Gender. Whenever the context of this Master Declaration requires the same, the singular shall include the plural and the masculine shall include the feminine and the neuter. Section 15.08· Nuisance. The result of every act or omission where any provision, condition, restriction, covenant, easement, or reservation contained in this Master Declaration is violated in whole or in part, is hereby declared to be and constitutes a nuisance, and every remedy allowed by law or equity against a private nuisance, shall be applicable against every such result, and may be exercised by the Declarant, a Participating Builder, the Master Association or any Owner. Such remedy shall be deemed cumulative and not exclusive. Section 15.09· Attorneys' Fees. (a) Adversarial Actions. Should any party institute any action or proceeding (i) to enforce or interpret the Master Association Management Documents, (ii) for damages by reason of any alleged breach of this Master Declaration or of any provision thereof, or (iii) for a declaration of rights under the Master Association Management Documents, the prevailing party in any such action or proceeding shall be entitled to receive from the other party or parties thereto alt attorneys' and other fees incurred by the prevailing party in connection with such action or proceeding. (b) Definitions. The term "attomeys' and other fees" shall mean and include actual attomeys' fees (whether by retainer, salary or otherwise), accountants' fees, expert witnesses' fees, and any and alt other similar fees, costs and expenses incurred in connection with the action or proceeding and preparations therefor (which actual fees may be in excess of what a court would determine to be reasonable, had such issue been presented to the court). The term "action or proceeding" shall mean and include actions, proceeds, suits, arbitrations, appeals and other similar proceedings and other nonjudicial dispute resolution mechanisms. 70 Section 15.10 • Notices. Any notice to be given to a Delegate, an Owner, the Master Association, an Eligible Mortgage Holder or a Requesting Mortgagee, Insurer or Guarantor under the provisions of this Master Declaration shall be in writing and may be delivered as follows: (a) Notice to a Delegate or an Owner shall be deemed to have been properly delivered when personally delivered or when delivered by the United States mail. If delivery is made by United States mail, it shall be deemed to have been delivered three (3) business days after a copy of same has been deposited in the United States mail, first class, postage prepaid and directed to the most recent address furnished by such Owner or Delegate in writing to the Master Association for the purpose of giving notice. If no such address shall have been furnished, notice to a Delegate elected by Declarant and each Participating Builder may be sent to the Declarant, and notice to any Owner or other Delegate may be sent to the street address of the Residence owned by such Owner or Delegate. In the case of co- Owners any such notice may be delivered or sent to anyone of the co-Owners on behalf of all co-Owners and shall be deemed delivery on all such co-Owners. (b) Notice to the Master Association shall be deemed to have been properly delivered when placed in the first class United States mail, postage prepaid, if addressed to the address furnished by the Master Association or the address of its principal place of business. (c) Notice to an Eligible Mortgage Holder or Requesting Mortgagee, Insurer or Guarantor shall be deemed to have been properly delivered when placed in the first class Uniteq States mail, postage prepaid, if addressed to the address furnished to the Master Association by such Eligible Mortgage Holder or Requesting Mortgagee, Insurer or Guarantor for the purposes of notice. The affidavit of an officer or authorized agent of the Master Association declaring under penalty of perjury that a notice has been mailed to any Delegate, Owner or Owners, to any Mortgagee or Mortgagees, to any insurer or guarantor or to alt Owners or all Mortgagees, or all insurers or alt guarantors to the address or addresses shown on the records of the Master Association, shall be deemed conclusive proof of such mailing, whether or not such notices are actually received. Section 15.11 -Conflicts Between Documents. The terms and provisions set forth in this Master Declaration are not exclusive. Owners shall also be subject to the terms and provisions of the other Master Association Management Documents. In the event of a conflict between any provisions of any of the Master Association Management Documents with the provisions of another Master Association Management Document, the Master Association Rules, or the Master 71 Architectural and Landscape Standards, the provisions of the Controlling Document named below in the first column shall be deemed to supersede the provisions of the Subordinate Document or Documents named below in the second column to the extent of any such conflict: CONTROLLING DOCUMENTS SUBORDINATE DOCUMENTS (a) Master Declaration (b) Articles (c) Bylaws (d) Master Association Rules Articles, Bylaws, Master Association Rules, Master Architectural and Landscape Standards Bylaws, Master Association Rules, Master Architectural and Landscape Standards Master Association Rules, Master Architectural and Landscape Standards Master Architectural and Landscape Standards Section 15.12 • Conflicts Between Master Association Management Documents and Maintenance Association Documents. In the event of a conflict between any provisions of any of the Master Association Management Documents, the Master Association Rules, or the Master Architectural and Landscape Standards and any provisions of the Articles of Incorporation, Bylaws, Maintenance Declaration, architectural standards and any rules and regulations of a Maintenance Association, the Master Association Management Documents, the Master Association Rules, or the Master Architectural and Landscape Standards shall be deemed to supersede such other documents of a Maintenance Association to the extent of such conflict. Section 15.13 • Effect of Master Declaration. This Master Declaration is made for the purposes set forth in the Recitals to this Master Declaration, Declarant makes no warranties representations, express or implied, as to the binding effect or enforceability of all or any portion of this Master Declaration, or as to the compliance of any of these provisions with public laws, ordinances and regulations applicable thereto. Section 15.14· Personal Covenant. To the extent the acceptance or conveyance of a Residence creates a personal covenant between the Owner of such Residence and Declarant, a Participating Builder, or other Owners, such personal covenant shall terminate and be of no further force or effect from or after the date upon which a person or entity ceases to be an Owner, except to the extent this Master Declaration may provide otherwise with respect to the payment of money to the Master Association. 72 Section 15.15 • Nonliability of Officials. To the fullest extent permitted by law, neither the Board, any committees of the Master Association or any member of such Board or committee shall be liable to any Owner or the Master Association for any damage, loss or prejudice suffered or claimed on account of any decision, approval or disapproval of plans or specifications (whether or not defective), course of action, act, omission, error, negligence or the like made in good faith within which such Board, committees or persons reasonably believed to be the scope of their duties. Section 15.16· Construction by Declarant or a Participating Builder. Nothing in this Master Declaration shall limit the right of Declarant or a Participating Builder to alter the Master Common Area or the Residences still owned by Declarant or the Participating Builder, or to construct such additional Improvements as Declarant or a Participating Builder deems advisable prior to completion of Improvements upon and sale of the entire Development. Such right shall include, but shall not be limited to, erecting, constructing and maintaining on the Covered Property such structures and displays as may be reasonably necessary for the conduct of the business of completing the work and disposing of the same by sate, lease or otherwise. Declarant or the Participating Builder shall repair any damage to and complete any restoration of the Covered Property caused or necessitated by such activities of Declarant or the Participating Builder, respectively, within a reasonable time after the occurrence of such damage or need for restoration. This Master Declaration shall not limit the right of Declarant or a Participating. Builder at any time prior to acquisition of title by a purchase from Declarant or a Participating Builder to establish on the Covered Property additional licenses, reservations and/or easements to itself, to utility companies, or to others as may from time to time be reasonably necessary to the proper development and disposal of the Development. Declarant and each Participating Builder reserves the right to alter its construction plans and designs as it deems appropriate. Declarant and each Participating Builder shall exercise its rights contained in this provision in such a way as to not unreasonably interfere with the Owners' rights to use and enjoy the Covered Property. The rights of the Declarant and each Participating Builder under this Section shall terminate upon: (i) the sale by Declarant and each Participating Builder of all Residences within the Development, or (ii) the later of: (A) the fifth (5th) anniversary of the conveyance of the first Residence in the First Phase of the Development to a member of the home buying public requiring the delivery of a Final Subdivision Public Report, or (B) the third (3rd) anniversary of the conveyance of the first Residence in the most recent Phase of the Development, other than the First Phase, to a member of the home buying public requiring the delivery of a Final Subdivision Public Report, whichever of either (i) or (ii) shall occur first; provided, however, that in no event shall the rights of the Declarant and each Participating Builder hereunder terminate prior to the exoneration of any 73 Bond in favor of the Master Association described in the Article entitled "Enforcement of Bonded Obligations" of this Master Declaration. Section 15.17 -Special Rights of Declarant and Participating Builders. As long as the easements described in the subparagraph entitled "Construction and Sales" of the Section entitled "Reservations to Declarant and Participating Builders" of the Article entitled "Easements and Rights" of the Master Declaration remain in effect. (I) Declarant and each Participating Builder shall not be subject to any provisions of the Master Association Management Documents pertaining to use restrictions and (ii) any amendment to any of the Master Association Management Documents shall require the prior written approval of the Declarant. Section 15.18 -Inapplicability to Government Property. The provisions of this Master Declaration shall not be applicable to any portion of the Covered Property owned by a governmental entity, authority or agency and held for a public purpose, but shall apply to any Residence owned by such governmental entity. authority or agency. Section 15.19 -Arbitration. Any controversy. dispute. or claim whatsoever arising out of, in connection with, or in relation to the interpretation, performance or breach of any of the provisions of the Master Association Management Documents, the Master Association Rules or the Master Architectural and Landscape Standards, including. without limitation. the validity, scope and enforceability of this general reference provision, shall be settled. at the request of alt parties thereto. by general reference conducted in the County by a judge pro tem appointed pursuant to the provisions of California Code of Civil Procedure Section 638(1) seq .• as they may be amended from time to time, who shall be a retired judge of the Superior Court of the State of Califomia. The referee shall follow all of the statutes and rules applicable in a proceeding before the Superior Court of the State of California for the County of Orange. including. without limitation, the statutes and rules pertaining to discovery. If the parties cannot agree upon a referee, one shall be appointed by the Presiding Judge of the Orange County Superior Court from among the court's list of retired judges of the Superior Court. ARTICLE XVI AMENDMENT PROVISIONS Section 16.01 -Vote of Association. Subject to the other provisions of this Master Declaration, including, without limitation. the rights of Mortgagees, this Master Declaration may be amended as follows: (a) As long as all ofthe Initial Covered Property under the Master Declaration is owned by Declarant and a Participating Builder and there are no Class A or Class C Members under the Master Declaration. the 74 Master Declaration may be canceled or amended by the Declarant and the Participating Builder with respect to such Initial Covered Property by a writing executed by the Declarant and the Participating Builder. As long as Declarant or a Participating Builder who is not an Apartment Lot Owner continues to own all of the Annexed Property covered by a Supplementary Declaration. the Supplementary Declaration may be canceled or amended as to all or any portion of such Annexed Property by a writing executed by Declarant and such Participating Builder. Until such time as an Apartment Lot Owner has rented or teased an Apartment Unit within an Apartment Lot which comprises a portion of the Annexation Property covered by a Supplementary Declaration. such Supplementary Declaration may be canceled or amended as to all or any portion of such Annexed Property by a writing executed by Declarant and such Apartment Lot Owner. All such cancellations or amendments must be recorded in the Official Records. Thereafter. any amendments shall require the vote or written assent of: (i) not less than sixty-seven percent (67%) of the total voting power of each class of Members. (ii) not less than sixty-seven percent (67%) of the total voting power of the Members other than Declarant as set forth in the Section entitled "Voting Rights for Special Actions" of the Article entitled "The Master Association" of this Master Declaration. and (iii) shall require compliance with the provisions of the Master Declaration contained in the Article entitled "Mortgagee Protection" and the Section entitled "Special Rights of Declarant and Participating Builders" of the Article entitled "General Provisions." (b) An amendment or modification that requires the vote and written assent of the Members as hereinabove provided shall be effective when (i) executed by any officer or officers authorized by resolution of the Board or by the president and secretary. who shall certify that the amendment or modification has been approved as hereinabove provided. and (ii) recorded in the Official Records. The notarized signatures of the Members shall not be required to effectuate an amendment of this Master Declaration. (c) Notwithstanding the foregoing. any provision of the Master Association Management Documents which expressly requires the approval of a specified percentage of the total voting power of the Master Association for action to be taken under said provision can be amended only with the affirmative vote or written assent of not less than the same percentage of the total voting power of the Master Association. Section 16.02 • Petition to Amend. The Master Association or any Owner may petition the superior court of the County for an order reducing the percentage of affirmative votes necessary to amend the Master Declaration 75 pursuant to Section 1356 of the California Civil Code, or any successor statute thereof. IN WITNESS WHEREOF, Declarant has executed this instrument the day and year first herein above written. "Declarant" THE IRVINE COMPANY, a Michigan corporation By: /s/ Michael C. Ellis Its: Senior Vice President By: /s/ James R. Cavanaugh Its: Assistant Secretary 76 69 72049 EXHIBIT "A" Drawing Showing Location of Common Area Maintenance Easement in Phase "2" jsh133/20500/000/0420/addition.2 049/049 03-28-89 B9-i r '19 property already subject to the Declaration, as Phase 2 of the Properties. This Notice of Addition constitutes a Notice of Addition of Territory, as described in Section 16.4 of the Declaration. 2. Membership in Corporation. Each Owner of one or more Lots in the Added Territory shall automatically be- come a member of Fieldstone Collection Laguna Niguel As- sociation ("Association"), a California nonprofit mutual benefit corporation, as provided in section 3.3 of the Declaration. 3. Assessment Obligations. The rights and obli- gations of all Owners of Lots located in the Added Territory with respect to payment of assessments are set forth in Arti- cle VI of the Declaration. The Annual Assessments to be paid to the Association shall commence as to all Lots in the Added Territory on the first day of the first calendar month fol- lowing the first Close of Escrow for the sale of a Lot in the Added Territory, as provided in section 6.7 of the Declara- tion. 4. Annexation of COmmon Area. Declarant is the Owner of certain easement property which is described on Exhibit "A" attached hereto (the "Common Area"). Declarant hereby declares that the Common Area herein described is hereby annexed to the Common Area described in Article I, section 1.16 of the Declaration. The Common Area shall be conveyed to the Association prior to the first Close of Escrow for the sale of a Lot in the Added Territory to a purchaser from Declarant, pursuant to a Final Subdivision Public Report issued by the California Department of Real Estate ("DRE"). 5. Maintenance Obligations. The maintenance obligations of the Association, the owners, and Declarant are described in the Declaration. The Association shall assume its maintenance obligations with respect to the Added Terri- tory upon the commencement of Annual Assessments in the Added Territory. 6. conformity with pevelopment Plan. This Notice of Addition is in conformity with the development plan cur- rently on file with the DRE, and is being Recorded prior to the seventh (7th) anniversary of the Recordation of the Dec- laration. This Notice of Addition is being Recorded prior to the third (3rd) anniversary of the original issuance of the most recently issued Final Subdivision Public Report from the DRE for a Phase of Development of the Properties, as de- scribed in Sections 16.1 and 16.2 of the Declaration. -2- jsh133/20500/000/0420/addition.2 049/049 03-28-89 7. Miscellaneous. The provisions of this Notice of Addition shall run with all of the Added Territory, the Properties, and the Common Area, shall be binding upon all persons having or acquiring any interest in the Added Terri- tory, the Properties, the Common Area, or any part thereof, shall inure to the benefit of and burden every portion of the Added Territory, the Properties, the Common Area, and any interest therein, and shall inure to the benefit of, be bind- ing upon, and may be enforced by any Owner, Declarant, each successor in interest of Declarant, the Association, and their successive owners and assigns. Except as otherwise provided herein, the terms in this Notice of Addition shall have the same meanings as are given such terms by the Decla- ration. Except as otherwise expressly provided herein, all of the provisions of the Declaration are hereby incorporated by reference as if fully set forth herein. This Notice of -m u:.z.d.. ,;,.1 , 1989, tsRecordation. STATE OF CALIFORNIA COUNTY OF ORANGE Addition has been executed on to be effective as of the date of ) ) ss. ) THE FIELDSTO Californi c COMPANY, a ration By: ---~~F9--==>==~---------- Its: Vice President By: Its: secretary On ':tn~ .;:).'1, 1989, before me, the undersigned, a Notary Pub11C ~d for said State, personally appeared b. g. ke." .. lo,X , personally known to me or proved to me on the basis of satisfactory evidence to be the persons who executed the withi~ ~nstrument as VIC~ PC'~I~~ot president and tjtOIl)f r0bc.c., lllcretary or on behalf of THE FIELDSTONE COMPANY, e corporation therein named, and ac- knowledged to me that the corporation executed it. WITNESS my hand and official seal. ~ OFFICIAL SEAl .-. MARIE OUCA • .. Notary Pubhc-caJlfo,"", • ORANGE COUNTY ;"",:r My Comm E>'Q. OCt. 22. 1991 Notary Public in and for said State -3- jsh133/20500/000/0420/addition.2 049/049 03-28-89 EXHIBIT C Master Common Area in Initial Covered Property Streetscape: Lots Band C of Tract No. 14571 per map filed in Book 697, Pages 28 to 39, inclusive, Miscellaneous Maps, Records of Orange County, California. Lots C, D and E of Tract No. 14588 per map filed in Book 697, Pages 19 to 27, inclusive, Miscellaneous Maps, Records of Orange County. Lot 0 of Tract No.14711 per map filed in Book 696, Pages 11 to 14, inclusive, Miscellaneous Maps, Records of Orange County, California. Community Entry Monuments: Lot 16 of Tract No. 14711 per map filed in Book 696, Pages 11 to 14, inclusive, Miscellaneous Maps, Records of Orange County, California. Lot 15 otTract No. 14588 per map filed in Book 697, Pages 19 to 27, inclusive, Miscellaneous Maps, Records of Orange County, California.' In addition to areas described above which are located within private property, certain improvements within portions of the San Joaquin Hilts Road Streetscape which are to be maintained by Master Association are located within the public right-of-way. These improvements consist of landscaping and appurtenant irrigation improvements located within parkways located between curbs and sidewalks and within medians. The San Joaquin Hills Road Streetscape improvements located within private property and within the public right-of- way are collectively depicted on Exhibit C (Page 3 of 3) to this Master Declaration. Page 1 of 3 EXHIBIT 0 Private Storm Drain Improvements None in Initial Covered Property EXHIBIT E Community Entry Monuments Lot 16 of Tract No. 14711 per map filed in Book 696, Pages 11 to 14, inclusive, Miscellaneous Maps, Records of Orange County, California. Lot 15 ofTract No. 14588 per map filed in Book 697, Pages 19 to 27, inclusive, Miscellaneous Maps, Records of Orange County, California. The locations of the Community Entry Monuments are depicted on Exhibit C (Page 3 of 3) to this Master Declaration and consist of those areas located on each comer at the intersection of Newport Ridge Drive West and San Joaquin Hills Road.