Covenants, Bylaws & Building Guidelines

BUILDING GUIDELINES

IMPORTANT
In preliminary development of your site plan, floor plan and elevations, rely only on the recorded final plat.

SECTION I – INTRODUCTION

Rose Creek, a gated residential community, is located in the northwest quadrant of Oklahoma City, Oklahoma County, Oklahoma, and is conveniently positioned off Highway 74 (Portland Avenue) close to schools, shopping, recreation and medical and professional services. A total of 295 acres comprise the residential portion of Rose Creek. Seventy-five acres are dedicated for commercial development and multi-family housing outside the residential community, and 205 acres are dedicated to Rose Creek Golf Club, a semi-private 18-hole golf course and recreational facility.

A. AIM OF THE DEVELOPMENT.
The primary aim of the development of Rose Creek (the “Development”) is the achievement of a high quality, aesthetically pleasing and compatible residential community which strives to preserve the environmental setting as well as preserving and enhancing the value of each property owner’s investment.

B. ROSE CREEK APPROVED BUILDER PROGRAM
To help insure that aim, we are pleased to have an Approved Builder Program, comprised of highly qualified builders approved by the Property Owner’s Association’s Architectural Review Board (“ARB”). All builders in the Approved Builder Program (“Approved Builders”) must successfully complete an application and review process before they can receive a Rose Creek Building Permit. The ARB may deny a builder’s application if it determines, in its sole and absolute discretion, that the builder would not be compatible with the aims of the development, based on any and all information available to it when reviewing the application.

Compliance with the principles of these Building Guidelines, policies and decisions of the POA Board, ARB (including any conditions upon which decisions are made), or the Rose Creek Covenants, Conditions and Restrictions are essential for Approved Builders. Failure to do so may result in assessments and/or a builder being suspended or removed from the Approved Builder Program.

C. PURPOSE OF THE ARCHITECTURAL REVIEW BOARD.
The purpose of the Architectural Review Board (the “ARB”) is to enhance the value of each property owner’s investment by guiding the building design process in order to preserve the environmental ambiance and to facilitate a mutual goal of the Development. The members of the ARB, in their review process, will not dictate any particular architectural style or hinder personal design preferences as a rule. The ARB will strive to insure a cohesive character in the various interrelated communities. Traditional design details may be incorporated in the design, but “pure styles” which tend to create disharmony are discouraged.

SECTION II – ARCHITECTURAL REVIEW BOARD

All projects reviewed by the ARB are evaluated with consideration of the covenants for the property, aesthetics and current Building Guidelines. The ARB is concerned with all aspects of aesthetics. The ARB is not responsible for the enforcement of building codes, structural details, accuracy of drawings, or techniques of construction. Submissions may be denied for purely aesthetic reasons determined to be, in the ARB’s absolute discretion, contrary to the aims of the Development. The Board of Directors of the Property Owner’s Association (“POA Board”) may, in extraordinary circumstances, or when the ARB is not able to convene a quorum, act in the stead of the ARB.

There is a non-refundable review fee for all construction at Rose Creek. See Schedule of fees in Article IV.

Prior to making submissions to the ARB, owners are encouraged to meet with a representative of the ARB to avoid confusion about the approval process and to determine the acceptability of their design intent. The submission form must be received, along with all fees and deposits, by 5:00 p.m. the Monday prior to the scheduled meeting of the ARB. Late submissions may not be reviewed until the next meeting. Incomplete submissions may delay the approval process until the missing information is received. The ARB will meet on a regular basis as determined by the ARB.

The ARB endeavors to maintain a positive approach throughout the review process. It has been found through experience that letters of denial tend to be misunderstood and become difficult negatives to overcome. As a method of avoiding misunderstandings of these concerns, in addition to a letter it is preferable to meet with the applicant to review issues in a constructive and positive manner.

ARB approvals are valid for a period of nine (9) calendar months. Should construction fail to begin during this period, the plans must be resubmitted to the ARB and conform to current policy.

Review and approval of any application is made on the basis of aesthetic considerations only and neither the ARB nor any member of the ARB shall bear any responsibility for ensuring the structural integrity or soundness of approved new construction or modifications, nor for ensuring compliance with building codes or other governmental requirements. The ARB shall not be held liable for any injury, damages or loss arising out of the manner or quality of approved construction on or modifications to any home.

The ARB may delegate any of its authorities under the Rose Creek Covenants, Conditions and Restrictions or these Building Guidelines to an administrator or staff person. Instructions under such delegated authorities by an administrator or staff person should be regarded in the same manner as a decision by the ARB itself.

The current designated staff person and administrator for the ARB is:

All communications regarding the review of plans, questions about design or application of building guidelines must be directed through the designated administrator. In the event that subsequent approvals are needed, those approvals will be made in writing either by the chairman of the ARB or the designated administrator. When necessary, the administrator can arrange for a member of the ARB to make site visits and discuss questions and concerns.

SECTION III – DESIGN GUIDELINES

A. GENERAL.
The following are architectural guidelines for construction in Rose Creek. All building within Rose Creek must comply with all applicable building codes, these Building Guidelines as applied by the ARB, the Covenants, Conditions and Restrictions for Rose Creek and the Planned Unit Development No. 783 filed with the City of Oklahoma City (“PUD”). These guidelines may be changed from time to time as determined by the ARB in its sole discretion. The design parameters in the guidelines will provide continuity for an aesthetically pleasing residential community.

B. GUIDELINES FOR CERTAIN HOMESITES.
As new neighborhoods are added to the community, additional guidelines or revisions to the existing guidelines may be implemented for specific neighborhoods. The following guidelines apply to certain home sites as indicated.

1. Villas at Rose Creek. Supplemental Guidelines have been prepared for the Villas at Rose Creek (Home site Nos. 91 through 112) relating to style, material and color. Please see a Rose Creek Representative to obtain a copy of the “Supplemental Building Guidelines for Villas.” Home site Nos. 91 and 112 must have a front façade facing Rainwater Trail.

2. Home sites adjacent to Rose Creek Drive. The following home sites must have the appearance of a front elevation facing Rose Creek Drive: Nos. 1, 12, 13, 25, 26, 35, 37, 38, 45, 54, 55, 65, 66, 75, 76, 78, 83, 84, 89, 90. Home sites which directly back to Rose Creek Drive (Home sites Nos. 37, 38, 75, and 76) must have a home designed and sited to have the appearance of two front elevations or treated in an otherwise visually acceptable manner as determined by the ARB. The rear yard setback requirement will apply to the east or west lot line, as applicable. The side yard setback requirement will apply to the north or south lot line, as applicable.

3. Home sites adjacent to Prairie Sky Way. Home site Nos. 36 and 44 must have a home designed and sited to have the appearance of two front elevations or treated in an otherwise visually acceptable manner as determined by the ARB.

4. Home sites adjacent to Rainwater Trail. Home site Nos. 80, 81 and 82 must have a home designed and sited so that the front elevation faces Rainwater Trail or is treated in an otherwise visually acceptable manner as determined by the ARB.

5. Homes sites 566 through 584 (The Lakes). The use of stucco board or any related stucco board product is strictly prohibited on these lots. Only true stucco is approved. The use of wood siding is strongly discouraged and may or may not be approved solely at the discretion of the ARB. Wood windows with or without metal cladding are required on front and rear elevations.

C. BUILDING SIZES AND SETBACK REQUIREMENTS. (If different than shown on plat, the more restrictive setback shall apply)

1. Phase I and Phase II (the Grand and the Meadows as shown on the master plan):

a. Full Size. 2200 s.f. minimum for nongolf home sites
2500 s.f. minimum for golf/open space home sites
1500 s.f. minimum on first floor
20 ft. front setback
20 ft. rear setback for interior home sites
30 ft. rear setback for golf/water/open
space home sites
6 ½ ft. side yard setback

b. Villas. 2000 s.f. minimum
1500 s.f. minimum for first floor
15 ft. front setback
20 ft. rear setback for interior home sites
30 ft. rear setback for golf/water/open
space home sites
5 ft. side yard setback

2. Phase III (Brookside and South Hill as shown on the master plan):

a. Full size. 2500 s.f. minimum for nongolf home sites
3000 s.f. minimum for golf/open space home sites
1800 s.f. minimum on first floor
20 ft. front setback
20 ft. rear setback for interior home sites
30 ft. rear setback for golf/water/open
space home sites
6 ½ ft. side yard setback

b. Villas. 2000 s.f. minimum
1500 s.f. minimum for first floor
15 ft. front setback
20 ft. rear setback for interior home sites
30 ft. rear setback for golf/water/open
space home sites
5 ft. side yard setback
On the following lots, the rear setback has been reduced from 30ft to 20ft to provide +a larger building envelope.

 202  208  221  227  246
 262  203  204  217  223
 229  248  264  205  218
 224  230  259  206  219
 225  231  260  207  220
 226  232  261

3. Phase IV and Phase V (Prairie Sky and the Fairways as shown on the Master Plan):a. Full size. 2500 s.f. minimum for nongolf home sites
3000 s.f. minimum for golf/open space home sites
1800 s.f. minimum on first floor
20 ft. front setback
20 ft. rear setback for interior home sites
30 ft. rear setback for golf/water/open
space home sites
6 ½ ft. side yard setbackb. Villas. 2000 s.f. minimum
1500 s.f. minimum for first floor
15 ft. front setback
20 ft. rear setback for interior home sites
30 ft. rear setback for golf/water/open
space home sites
5 ft. side yard setbackOn the following lots, the rear setback has been reduced from 30ft to 20ft to provide a larger building envelope.

 444  445  446 447
 448  449  450  451
 452  453  454  464
 468  482  483  489

4. Phase VI (Tall Grass as shown on the master plan):a. Full Size. 2200 s.f. minimum for nongolf home sites
2500 s.f. minimum for golf/open space home sites
1500 s.f. minimum on first floor
20 ft. front setback
20 ft. rear setback for interior home sites
30 ft. rear setback for golf/water/open
space home sites
6 ½ ft. side yard setback

5. Phase VII (The Lakes)a. Full Size. 3500 s.f. minimum for golf/lake/open space home sites
1750 s.f. minimum on first floor
20 ft. minimum front setback
30 ft. minimum rear setback golf/water/open
Space homesite
6 ½ ft. side yard setbackIn computing the square footage, basements, open porches, carports and garages will be excluded.

D. DESIGN PARAMETERS.
The following applies to all home sites within Rose Creek unless otherwise directed by Supplemental Guidelines or Section B above. While these guidelines are intended to provide parameters for design and visual quality, they are not all-inclusive. In its review process, the ARB may consider the quality of workmanship and design, architectural intent, harmony of external design with existing structures, and location in relation to surrounding structures, topography, and finish grade elevation, among other things. ARB decisions may be based on purely aesthetic considerations. Variances to the following guidelines may be granted when deemed appropriate by the ARB in its sole discretion.

1. Foundation. There shall be no exposed foundation wall.

2. Material. The primary exterior finish, other than glass, of the exterior wall in all buildings shall be masonry (brick, stone or stucco). The use of stucco board has been approved in the past, but its use is strongly discouraged by the ARB and may or may not be approved on future submissions. It will be addressed on a per case basis.

3. Height. The maximum height for a residence shall comply with the PUD.

4. Roofs. The minimum roof pitch on primary roof for all residences should be 8 to 12 unless otherwise to achieve architectural intent. Roof material should have a 30-year minimum life and a weathered wood or similar color or be otherwise appropriate to architecture of residence.

5. Roof Accessories and Equipment. ARB approval is required for rooftop equipment and accessories, unless specifically accepted in this paragraph. All rooftop equipment must match roofing colors or be of a color that complements the house and must be placed as inconspicuously as possible. Exposed flashing, gutters and downspouts must be painted to match the fascia and siding of the structure unless otherwise approved by the ARB. No exposed attachment straps will be allowed.Any installed solar energy equipment must be approved by the ARB prior to installation and shall not be visible from the street or golf course. (Please provide any cut sheets and information on equipment with ARB submittal.)ARB approval is required for skylights. Skylights should be placed in locations so as not to detract from the building elevations.

6. Driveways. Asphalt drives and parking areas are not permitted. Driveways and parking areas must be concrete or other hard-surface approved by the ARB.
A curb along the entire length of the driveway may be required, at the sole discretion of the ARB, to insure run-off is directed away from neighboring properties. Community recreational amenities are exempt from this provision. Stained or dyed concrete can be approved however, application and color must be submitted for approval to the ARB prior to installation.*
*common community sidewalk may not be stained. It must be natural concrete color.

7. Flagpoles. Flagpoles at residences are permitted but shall be submitted with cut sheet and specifications to the ARB and be properly located and in scale with the residence

8. Decks, Patios and Pools. Decks shall be no more than 2' off of existing or proposed grade. Views under decks shall be screened in a manner approved by the ARB. Decks shall be set back a minimum of 5' from property lines or any existing utility easement, whichever is greater. The ARB may grant variances to the location requirements on a case-by-case basis. Decks and patios must be similar to or generally recognized as complementary in color and style to the exterior of the residence. In ground pools are permitted as an integral part of the deck/patio area and/or rear yard landscaping and shall not adversely impact on neighbor’s sight lines. Pools shall be fenced for safety purposes, and owners may be required to install safety devices such as locks or covers for these items when they are not in use. Above ground pools and dome-covered pools are not permitted.

9. Lighting. Exterior lighting shall be subdued and directed or reflected so as not to adversely affect neighbors.

10. Garages. Garages may be attached or built-in and must be at least two (2) cars wide. Where home site width permits, side entry garages are encouraged. If side entry is not possible, garage doors shall be divided so as to have two separate entries and treated in an architecturally appropriate manner. Garage doors shall not dominate the street view of the home. Automatic garage door openers are required on at least two garage doors.

11. Accessory Buildings. ARB approval is required prior to construction of any accessory building, including sheds or permanently installed playhouses. Accessory buildings must be of the same or generally recognized complementary style, color and material. Roofing material must match that of the main residence. Any utilities that service accessory buildings shall be installed underground. Accessory buildings shall conform to side and rear setbacks required by the City of Oklahoma City and shall not unreasonably obstruct view corridors. Outbuildings are not permitted.

12. Chimneys and/or Fireplace/Firebox/Wood Burning Stove Ventilation. The term “Chimneys” as used herein shall include any device, system, or structure (including vents or pipes) of any nature or kind that protrudes or extends above any exterior roofline and is designed to provide ventilation for any fire place, fire box, wood burning stove, or similar structure, system, or appliance designed to hold an open flame /fire. All chimneys must be covered with brick, stone, or stucco consistent with the materials on the residence, and designed and built in compliance with plans approved by the ARB, unless otherwise approved by the ARB.The detail, design, and covering of any proposed chimney must be submitted to and approved by the ARB with the initial plan submissions or prior to any deviations or alterations to the plans for said chimney from those previously approved by the ARB.Any ventilation system or structure of any nature or kind that will not extend or protrude above any exterior roofline; such as a direct vent fireplace, and that is designed to provide ventilation for any fire place, fire box, wood burning stove, or similar system, structure, or appliance designed and intended to hold an open flame /fire must be submitted to and approved by the ARB with the initial plan submissions or prior to any deviations or alterations to the plans for said ventilation from any previously approved submission to the ARB. Said submission should identify the method, location, and placement of said ventilation.

13. Fences. Extensive installation of perimeter fences in Rose Creek is discouraged. However, fences may be necessary to enclose areas for safety, security or privacy reasons. All fences, walls and barrier devices shall require ARB approval prior to construction or installation. In order to maintain the visual and aesthetic integrity of the golf course, Common Areas and open spaces, all home site boundaries adjacent to the golf course, Common Areas and other locations as determined by the ARB shall have open fencing as described in this paragraph or no fence at all. Following is a description of the acceptable styles for both privacy fencing and open fencing.

a. Open Fencing. Locations requiring open fencing or no fence at all will be dictated by the ARB. Open fencing shall be 4' high black steel tube fencing as specified on the illustration attached as Appendix A. If a fence is built between residences in these areas, the same black steel fence is to be constructed to the actual building setback. The ARB will review each home site on an individual basis and make appropriate adjustments to this fencing plan.

b. Privacy Fencing. Privacy fences between property lines within Rose Creek may be constructed of wood and should be an integral part of the design of the residence. Columns may be no higher than 7' and fences no higher than 6'.Wood fences must be constructed of rough-sawn cedar and capped with a minimum 2" x 6" cap as specified on the attached as Appendix B. The top of fence will follow existing grade and slats must be plumb. Fence posts shall be set no more than 8' apart and set in concrete and the ARB strongly recommends the use of cedar clad steel posts. Wood slats shall have a minimum width of 4" and a maximum width of 6". All sides of wood fences shall be stained before deposits will be refunded. Check with the ARB for approved colors.Only open fencing will be permitted to extend beyond the front face of the exterior wall that contains the primary residence’s front entrance. Any fencing beyond the wall of the residence’s front entrance shall require approval by the ARB. No double walls or fences on common property lines will be permitted. Plastic and chain link materials are not acceptable for fences.Any fences, whether constructed by the owner or the Builder, shall be well maintained. It is the owner’s responsibility to keep the fences maintained and repaired at all times.

14. Drainage. No activity shall occur on any home site prior to, during or following construction that would impede natural drainage. No grading, scraping, excavation or other rearranging or puncturing of the surface of any home site shall occur which will or may tend to interfere with, encroach upon or alter, disturb or damage any surface or subsurface utility lines, pipe, well or easement. No activity or improvement shall direct drainage so as to negatively impact adjacent lots, golf course or other existing improvements. All downspouts, with the exception of those emptying on the driveway, must be placed in pipes and directed to either the street or away from neighboring dwellings. Special attention during final grade must be made to avoid low spots that would create standing water in side yards and positive drainage away from the house with a minimum of 2% grade for 5 feet. Prior to commencement of ground disturbing activity, owner shall call OKIE ONE at 800/522-6543 to locate any and all subsurface utilities, pipelines, etc.

15. Satellite Dishes. Location of satellite dishes must be approved and dishes must be approved by the ARB. Maximum dish size is 24" in diameter.

16. Burglar Bars. No burglar bars are permitted.

17. Windows. No reflective glass or reflective tinting is permitted on windows. Wood windows with or without metal cladding are required on the front façade of the residence.

18. Utilities. Owner is responsible for location of or damage to any existing utilities.

19. Landscaping. See Section V for a complete discussion of landscaping requirements. The landscape design for each home site must be approved in advance by the ARB.

20. Irrigation. Sprinkler systems are required. See Section V for a complete discussion of irrigation requirements.

21. Retaining Walls. A retaining wall will be required if the finished floor elevation is 24” higher than existing grade on the downhill side property line, on a 5’ setback and 30” on a 6 ½ ft. setback. All walls more than 4’ tall must be certified with the seal of a Registered Engineer. The determination of need for a retaining wall of any height can be made by the ARB at any time during the course of construction, at its sole discretion. All retaining walls shall be of a masonry product, consistent or appropriate with the exterior appearance of the individual home Architecture.

22. Mailboxes. All homes will require the Rose Creek approved mailbox. Contact the ARB for specifications and availability.

SECTION IV – REVIEW PROCESS

A. GENERAL.
Construction within Rose Creek, including site preparation, shall not begin before the following has been accomplished:

1. Final plans have been approved by the ARB;
2. Receipt of contractor’s deposits for site compliance and landscape compliance;
3. Receipt of signed Letter of Approval.

All fees and deposits stated in these Building Guidelines apply to all homes built in Rose Creek. In its sole and absolute discretion, ARB may require builders who disregard or abuse the building guidelines, decisions of the POA Board, ARB (including any conditions of those decisions), or the Rose Creek Covenants, Conditions and Restrictions to put up additional deposits. Egregious or repeated violations may cause a builder to be suspended or removed from the Approved Builder Program.


B. APPLICATION REQUIREMENTS.

To provide a systematic and uniform review of proposed construction, the ARB has established the following submission and approval guidelines. All proposed construction requires submission of a completed application, signed and dated, and with the proper fee. (See following schedule of fees.) Plans will not be reviewed without the completed application and applicable fee and deposits.

C. STAGES OF PLAN REVIEW.

1. Conceptual Review. No fee is required for this review. The submission should contain information depicting the exterior for the proposed building with information as to materials and colors. A scale drawing of the site plan with the footprint within setback lines should be included.

2. Preliminary Review. No fee is required for this review. When the concept review has not been requested, this submission should include a site plan with setback lines, drainage plan, preliminary floor plan and elevations with materials clearly indicated. Drawings shall be to scale.

3. Final Review. This review is based on the premise that either the concept or preliminary reviews have been made. Plans receiving preliminary review and having their concerns (if any) addressed will likely receive final approval, and any further concerns the ARB may have during final approval will be addressed as conditions to the approval. With a conditional approval, the remainder of this review will be handled by the staff to insure that both parties are in agreement. All plan sizes shall be 24" x 36". The final review submission requires complete application for residential construction and applicable fees.

4. Appeals. In the event that the ARB denies an application, the staff will communicate to the builder the reasons for the decision. Aside from modifying the plans and resubmitting them for reconsideration, the builder may appeal the ARB decision to the POA Board. Appeals must be made in writing to the staff describing why the ARB erred in making its decision and why the application should be approved. In making its decision, the POA Board will give significant weight to rationale behind the ARB’s decision and staff’s recommendation, if any.

The completed working drawings including:
Site Plan (scale 1" = 20” on 11x17 papers) including:

  • Finished Floor Elevation, Elevations of property corners, center of building, culvert inlets, and edge of roadway;
  • Tree survey showing location and species of trees 3" diameter at breast height (“DBH”) or larger;
  • Setback lines and existing easements; Building outline including any outbuildings and service yards
  • Drives, parking areas, walks, patios, etc.; (type and color of material of these items must be approved by the ARB (asphalt not allowed); pursuant to PUD 783 and local zoning ordinances located in the right of way adjacent a 4’ sidewalk is required to be constructed by the builder at the time of construction of a home. The sidewalk shall be located 4’ behind the back of the curb and may contain no color or stain of any kind.
  • Drainage and grading plan with the existing contours indicated by dashed lines and proposed grades indicated by solid lines; the drainage pattern shall be indicated by arrows to show that the final grading will not direct drainage onto adjacent properties. It is the responsibility of the owner and owner’s agent to insure that drainage is in accordance with the approved plans and the master drainage plan of the Development;
  • Location and identification of special features such as drainage ditches, easements, retaining walls, etc.; and
  • Notation of location of condensing units, utilities, existing phone pedestals, transformers, water and sewer services and connections.

Floor Plan(s) detailing square footage per level and total and showing the roof outline, entry steps, service yard details such as screening and all other architectural features (1/8" = 1' or higher).

Roof Plan indicating the roof pitch, an outline of the building walls below, the roof outline and any other pertinent features.

Elevation Drawings must include all four (4) elevations, indicate existing grades and finished grades, exterior finishes of materials, roof pitch, window and door designs, service yard enclosure, screening of meters and equipment and any other pertinent information such as the windscreen for chimney.

Color and Material Specifications to be used on the exterior must be identified in the Application. If requested by the ARB, a sample board with samples of the actual materials and their colors are to be submitted on a rigid 8 ½" x 11" board.

Detail Drawings showing wall sections, service area enclosure details, and other architectural details. A schedule of window types and finish colors would help in the review process.

Electrical Plan(s) shall show the location of the meter setting, locations and specifications and fixtures of exterior lighting including security lighting and other electrical equipment for pools, etc.

Landscape Plan shall be submitted with the final review package. Changes to these drawings will be handled at field inspection. They must meet or exceed the standards approved on the original landscape plan. Drainage plan must be shown on landscape plan.

Grading Plan shall be submitted indicating drainage plan; any proposed grade changes and proposed erosion control devices if not included in site plan.

D. ON-SITE STAKE-OUT.

After all conditions for final review are met and before lot clearing can commence, a stake-out of the building, drives, and service yard must be installed and approved by an inspection performed by representatives of the ARB. For stake-out review, the property lines and foundation perimeter must be materialized on the site by a series of stakes (a minimum of three [3] feet exposed) connected by string or by chalk outline. To avoid delay between stake-out and commencement of construction, adequate notice should be given (48-hours preferred) as described in Section IV.H. to ensure the availability of an inspector. During on-site inspection, owner or builder shall indicate the proposed location of the dumpster, portable toilet, material staging area, employee parking area, construction fencing for side and rear lot lines, and any other construction-related activity. The request for inspection should be made by calling 405/330-3050

E. PROGRESS INSPECTIONS.
The progress of construction will be monitored to insure that compliance with the approved project’s design as submitted for review is taking place.

SECTION V – LANDSCAPING

A. GENERAL.
1. In order to assure all residents of Rose Creek that the community will continue to be an attractive and pleasant place to reside, the ARB requires a landscape plan for all new residential construction. A building permit will not be issued to the contractor until a landscape deposit; made payable to Rose Creek POA is received. Please submit a landscape plan for approval at least 30 days prior to completion of construction. Landscape plans must be professionally prepared on a site plan indicating topo, showing existing trees, if any. The plan should be drawn at a scale of 1/8 inch equals one foot and should graphically illustrate location and sizes of all trees, plant material, lawn, mulched areas, and open areas. A complete plant list must be included, indicating both common and scientific names, plant height at time of planting, and plant quantities. Please refer to the Rose Creek Building Guidelines for a complete list of requirements.
Upon completion of the landscaping as per the approved plan, the landscape deposit will be refunded with all interest earned.

B. OBJECTIVES.
All home sites, after construction, require landscaping. The design of the landscaping will vary, depending on size, shape, topography, and location of the property and the design of the structure. It is the intent of the landscaping to accomplish the following objectives:

1. Beautify.

a. Soften vertical structure from the horizontal ground plane, with foundation plantings of sufficient density and size to break the line between ground plane and structure. Planting should be a mixture of evergreen and deciduous plant materials to provide for a year round landscape presence.
b. Soften the impact of corners and broad wall areas with vertical and spreading foliage.
c. To soften and reduce apparent height of house, foundation planting at the front should be layered from the ground plane using small plants towards the front and then transitioning up to larger plants near the foundation. A single row of uniformly spaced plants of equal size arranged in a single row along the foundation is not acceptable. Installing plant material of different sizes and textures in natural groupings is a preferred alternative.

2. Screen.

Visually screen compressors, tanks, service yards, transformers, telephone pedestals, recreation equipment, parking, driveways, patios and other hard or unsightly areas.

3. Restoration.

Any damage to neighboring lots caused during construction must be restored to the satisfaction of the ARB prior to completion of the home.

4. Drainage.

It is the responsibility of each owner to handle surface water on the home site to minimize impact on adjoining property and insure that water is moved to the appropriate areas to interface properly with the Development’s master drainage plan (refer to Design Guidelines Section III.D.14.)

5. Phasing.

This approach to landscaping is approvable; however, the initial phase must meet the minimum Rose Creek requirements.

6. Conservation.

Owners are also encouraged to plan for the conservation of water by planting native and drought resistant species.

7. View.

Taller plantings and recreation equipment can not be placed in the neighbor’s view line. Existing vegetation will be allowed to remain in the view line. The view line is defined by starting at the left and right rear property corners and proceeding twenty (20) feet toward the front corners and twenty (20) feet toward the center across the rear property line. These two new points, near each corner, when connected form triangles that should remain free of obstructions for neighbor’s view corridors.

D. PLANS.
1. Landscaping. The landscaping plan must be professionally prepared on a site plan indicating topo, existing and proposed vegetation. The plan should be drawn at a scale of 1/8 inch equals one foot. The plan should graphically illustrate location, lot number, adjoining lot border lines, nearest structure lines on adjoining home sites, sizes of plant material, lawn, mulched areas, and open areas. A schedule must be included on the planting plan indicating the following specifications for each plant:

  • Common name
  • Plant height at time of planting (2 gallon minimum)
  • Plant quantities
  • Identify grass and mulched areas

2. Identify Trees. Existing trees of 3" DBH, and above, must be identified as to exact location, size of trunk (DBH), genus name, and where possible, the species. No existing trees shall be cut, removed, transplanted or damaged without approval by ARB.

3. Features and Surface. All existing site features such as roads, walks, structures on adjoining home sites, bike paths, walls, etc. are to be graphically noted on the Landscape Site Plan. All surfacing materials are to be noted (as to whether they are concrete, grass, planting beds, etc.). Texturing or other surface treatment of concrete paving is to be indicated and should include color presentation.

4. Sod Requirement. All lawn areas must be covered with sod.

5. Tree Requirement. A minimum of two (2) trees is required in the front yard and a minimum of two (2) trees is required in the rear yard. Trees planted under this requirement must be a minimum size of 2" caliper. Trees and shrubs must be planted in accordance with the approved plan within the time frame outlined in Section V.A. At least one tree in the front and one tree in the rear yard must be of the shade tree variety. Ornamental trees do not count towards the tree requirement; please refer to the Rose Creek approved plant list.

6. Irrigation. All home sites must have an underground, automatic timer controlled irrigation system to adequately irrigate all planting beds and grassed areas of the home site. Spray should be contained to the home site. The ARB may require relocation or redirection of spray if adjacent home sites, streets or golf course are affected. The ARB is not responsible for the system’s performance or function. The ARB shall not be held liable for any injury, damages or loss arising out of the manner or quality of approved irrigation systems.

SECTION VI – CONSTRUCTION REGULATIONS

A. GENERAL.
These Construction Regulations are intended for compliance by all contractors, subcontractors, material suppliers, maintenance personnel and any others engaged in construction or related activities in Rose Creek. These Regulations are not intended to restrict, penalize or impede construction activity during reasonable performance of duties while within Rose Creek. Rather, they will be enforced fairly to achieve the objectives enumerated below and in the Covenants, Conditions and Restrictions for Rose Creek and to facilitate orderly and controlled construction activities, thereby preserving the overall quality of Rose Creek’s appearance. Violations are subject to assessments and repeated violations may be cause for denial of access.

B. GUIDELINES.

1. Site Clearing. Site clearing or construction on any property within Rose Creek is not permitted without first obtaining final approval from the ARB (see Section IV.D).

2. Trash Receptacles. Each building site must have a trash receptacle, Rollon Dumpster (10-yard minimum), for construction debris and is to be emptied or removed when full. Dumpster must
be placed on jobsite prior to commencement of framing. The dumping of construction trash is not permitted inside Rose Creek and must be removed by covered truck. Wind-blown trash
pickup is required.

3. Portable Toilets. One (1) portable toilet will be placed on job site prior to any on-site construction. Clean and sanitary conditions are required for all toilets.

4. Nuisances. No loud speakers are permitted on building sites. Inappropriate volume levels on radios, stereos, etc. will not be permitted.

5. Construction Hours. The construction gate will be opened at 7:00 am and closed at 7:00 pm Monday thru Saturday. No work on Sunday and certain holidays. All construction vehicles and crews must be off premises prior to closing of the construction gate. Any violation will be subject to fine and/or expulsion from future work in Rose Creek.

6. No Pets. Pets are not allowed on building sites.

7. Compliance with Architectural Review Board Approval. All buildings and landscape plans must be approved in writing by the ARB, and the owner and the building contractor are jointly responsible that approved plans are followed in all aspects with respect to the exterior of the house and grounds. Construction is to be complete to a point of having the exterior finished and landscaping in place in accordance with the approved plan within twelve (12) months of commencement. Any change to the exterior of the house, siding, driveway, garage, etc., must receive prior approval from the ARB. Failure to comply may result in an assessment. See Schedule of Assessments below. The ARB reserves the right to levy any assessment for violating construction regulations against deposits held on account with Rose Creek POA.

8. Signs. To minimize visual clutter, only one approved builder sign and one approved real estate sign per homesite. Any subcontractor signage of any kind is not approved and subject to a fine. For Rose Creek approved sign information please call 330-3050. A sign stanchion specification will be provided by Rose Creek. Individual contractors will be responsible for providing a sign stanchion per Rose Creek specifications. Call 405/330-3050 for placement and coordination.

9. Erosion Control. Each owner shall be responsible for the installation and maintenance of all necessary erosion control devices and shall at all times keep erosion control devices in good working order. A temporary gravel driveway must be installed and maintained at all times during the course of construction. Any failure of erosion control devices and subsequent clean-up shall be the responsibility of the owner. Failure to perform clean-up will result in an assessment, as outlined in the Schedule of Assessments. In the event landscaping is delayed to meet optimal planting seasons, owner shall be responsible for establishing and maintaining turf to minimize erosion. Receipt of a Rose Creek acknowledgement of compliance will depend upon compliance with erosion control provisions.

10. Repair to Damaged Property. Damage or scarring to other property, including, but not limited to, open space, other home sites, roads, driveways, sidewalks and/or other improvements whether surface or subsurface will not be permitted. If any such damage occurs, it shall be repaired and/or restored promptly at the expense of the person causing the damage. Upon completion of construction, each contractor shall clean the construction site and repair all property including adjacent property damaged as a result of construction activity, whether above surface or subsurface, which was damaged, including, but not limited to, restoring grades, restoring vegetation, planting shrubs and trees as approved or required by the ARB and repairing streets, driveways, pathways, sidewalks, culverts, ditches, signs, lighting, and fencing, etc.

11. Schedule of Assessments for Violations of the Rules and Regulations for Rose Creek. The following is a Schedule of Assessments that will be enforced when a contractor or owner violates the Covenants, Conditions and Restrictions of Rose Creek and/or these Building Guidelines. The assessments collected will be used for grounds beautification in Common Areas and will not be refunded to the contractor or owner. Assessments will be taken from the contractor’s deposit. Any remaining deposit will be returned to the contractor upon issuance of a Certificate of Occupancy and final installation of landscaping. Assessments levied by the ARB due to violations may be appealed, in writing, with appropriate justification, to the Chairman of the ARB.

Schedule of Assessments

Type of Violation Assessment
Not providing, emptying or maintaining trash dumpster (10 yard minimum) during construction. Must be in place when framing begins. $ 100 per day
Failure to provide properly sited portable toilet. Beginning with stakeout. $50.00 per day
Failure to provide adequate size gravel placed from garage to street. Must be in place prior to delivery of lumber package. $100.00
Clearing of site without stake-out approval. $500 per violation
Failure to install or maintain erosion control or clean up after an event causing mud in the streets and/or adjoining home sites. $250 plus the cost of clean-up
Curfew Violation - Work 7:00 AM to 7:00 PM. $250 per violation
Failure to adhere to the ARB approved plans or changing the elevations without ARB approval. $500 per violation. This violation warrants possible expulsion of responsible contractors.
Improperly hauling trash. $100 per violation and/or revocation of vehicle access and cost of clean-up
Pets at worksite. $50 per violation.
Use of signs not approved by Rose Creek ARB $250 per violation
Trash fires. $100 per violation
Excessive Noise $50 per violation.
Infringement or Trespassing on adjoining properties without express approval or damage to common areas or neighboring property. $250 per violation
ADDENDUM TO ROSE CREEK BUILDING GUIDELINES

Following is the schedule of fees and deposits required for ARB approval.

ARB Submission Fee for Single Family Residence $ 525
Landscape deposit $ 5,000
Contractor’s damage deposit $ 3,500
Builder access fee on vehicle (payable annually) $ 500
Remodels/Pools contractor damage deposit $ 2,500

Upon paying all applicable fees and deposits, all builders shall contact the Rose Creek Gatehouse to secure a Builder Pass

BY-LAWS OF
ROSE CREEK PROPERTY OWNERS ASSOCIATION, INC.
AN OKLAHOMA NON-PROFIT CORPORATION
Updated June 2012

The following By-Laws are a consolidated version put together by the POA Board It is intended to provide a complete, updated, and readable version for use by the POA Board, property owners, and anyone else that made need to reference the same. Although The POA board has made every effort to ensure the accuracy of consolidating the language of prior amendments into this complete version, however, the POA does not warrant or guarantee the accuracy of this condensed version and recommends that any concerns regarding any language in the same be clarified through inspection of the documents on file with the Oklahoma County Clerk’s office or file stamped copies of the same

TABLE OF CONTENTS
Article Page
I. Identity 1
 Section 1 - Definitions 1
 Section 2 - Office 1
 Section 3 - Seal 1
 II. Membership and Voting Provisions 1
 Section 1 - Membership 1
 Section 2 - Voting 2
 Section 3 - Quorum 2
 Section 4 - Proxies 2
 Section 5 - Designation of Voting Member 2
 III. Meeting of the Membership 3
 Section 1 - Place 3
 Section 2 - Notices 3
 Section 3 - Annual Meeting 3
 Section 4 - Special Meeting 3
 Section 5 - Waiver and Consent 4
 Section 6 - Adjourned Meeting 4
 Section 7 - Approval or Disapproval 4
 Section 8 - Order of Business 4
 IV. Directors 4
 Section 1 - Number, Term and Qualifications 4
 Section 2 - First Board of Directors 5
 Section 3 - Removal of Directors 5
 Section 4 - Vacancies on Directorate 5
 Section 5 - Disqualification and Resignation of Directors 5
 Section 6 - Regular Meetings 6
 Section 7 - Special Meetings 6
 Section 8 - Directors' Waiver of Notice 6
 Section 9 - Quorum 6
 Section 10 - Compensation 6
 Section 11 - Powers and Duties 6
 V. Officers 7
 Section 1 - Elective Officers 8
 Section 2 - Election 8
 Section 3 - Appointive Officers 8
 Section 4 - Term 8
 Section 5 - The President 8
 Section 6 - The Vice-President 8
 Section 7 - The Secretary 8
 Section 8 - The Treasurer 8
 VI. Finance and Assessments 9
 Section 1 - Depositories 9
 Section 2 - Fidelity Bonds 9
 Section 3 - Fiscal Year 9
 Section 4 - Application of Payments and Commingling of Funds 9
 Section 5 - Audits 10
 VII. Compliance and Default 10
 Section 1 - Violations 10
 Section 2 - Negligence or Carelessness of Owner 10
 Section 3 - Costs and Attorney's Fees 11
 Section 4 - No Waiver of Rights 11
 Section 5 - Election of Remedies 11
 VIII. Amendments to the By-Laws 11
 IX. Notices 11
 X. Indemnifications 12
 XI. Parliamentary Rules 12
 XII. Rules and Regulations 12
 Section 1 - Promulgation of Regulations 12
 Section 2 - Conflict 12
ARTICLE I

IDENTITY

The following By-Laws shall govern the operation of Rose Creek Property Owners Association, Inc. (the "Association"). The Association whose name appears at the end of this instrument is an Oklahoma non-profit corporation organized and existing under the laws of the State of Oklahoma for the purpose of administering the Association as described in the Declaration of Covenants, Conditions, and Restrictions for Rose Creek (the "Declaration").

Section 1. Definitions: As used herein, the word "Corporation" shall be the equivalent of "Association" as defined in the Declaration. All other words, as used herein, shall have the same definitions as attributed to them in the Declaration.

Section 2. Office: The office of the Association shall be at the Property, or at such other place as may be subsequently designated by the Board of Directors of the Association.

Section 3. Seal: The Seal of the Corporation shall bear the name of the Corporation, the words "Oklahoma", the words "Non-profit Corporation" and the year of incorporation.

ARTICLE II

MEMBERSHIP AND VOTING PROVISIONS

Section 1. Membership: Membership in the Association shall be limited to the Owners as described in the Declaration. The Association has been designated to operate and administer the Property by virtue of the Declaration. Transfer of a Lot or Dwelling either voluntary or by operation of law, shall terminate membership in the Association, and said membership is to become vested in the transferee. If a Lot or Dwelling is vested in more than one person, then all of the persons so owning said Lots or Dwellings shall be members but, as hereinafter indicated, the vote of a Lot or Dwelling shall be cast by the "Voting Member" as defined in Section 5 below. If the ownership of a Lot or Dwelling is vested in a business entity, said business entity must designate an individual officer or employee of the business entity as its "Voting Member".

Section 2. Voting:

(a) Each Lot or Dwelling within the Property shall be entitled to representation for voting purposes in the Association. One vote shall be attributed to each Lot or Dwelling within the Property.

(b) Except for those voting matters specifically provided for in the Declaration, a majority vote of the total votes present at a duly called meeting of the Association, in person or by proxy, shall decide any question. Such majority vote shall mean those votes which represent more than fifty percent (50%) of the total number of votes present at such meeting of the Association at which a quorum is present in person of by proxy.

Section 3. Quorum: Unless otherwise provided in these By-Laws, the presence in person or by proxy of the Owners representing more than one-third (1/3) of all Owners shall constitute a quorum. Any Member whose right to vote has been suspended shall not be considered as a Member of the Association for purposes of determining a quorum. Any Owner who does not attended the annual or a special meeting of the Association in person and who has not given a valid proxy to another person in attendance at such meeting, shall be deemed to have given that Owner’s proxy to the Board of Directors for purposes of constituting a quorum and voting. Such proxy may be voted by any member of the Board, or in the event of a disagreement, by a majority of the Directors on the Board.

Section 4. Proxies: Votes may be cast in person or by proxy. All proxies shall be in writing and signed by the person entitled to vote (as set forth below in Section 5). Where a Lot or Dwelling is owned jointly by a husband and wife, and if they have not designated one of them as a Voting Member, a proxy must be signed by both husband and wife where a third person is designated as their proxy. Proxy forms shall be supplied by the Association and shall be mailed to all Owners unless an Owner indicates his or her intention in writing to the Association to attend the meeting of the Association. All such proxies must be completed in a proper fashion and delivered to the Association in a timely manner as prescribed by the Association. If such proxies have not been properly completed or returned in a timely fashion, the vote of the Owner shall be deemed to have given the Owner’s proxy to the Board of Directors for quorum purposes and voting purposes.

Section 5. Designation of Voting Member: As provided in the Declaration, if a Lot or Dwelling is owned by one person, his or her right to vote shall be established by the recorded title to the Lot or Dwelling. If a Lot or Dwelling is owned by more than one person, the person entitled to cast the vote for the Lot or Dwelling shall be designated on a certificate, signed by all of the recorded Owners of the Lot or Dwelling and filed with the Secretary of the Association. If a Lot or Dwelling is owned by a business entity, the business entity shall be designated in a certificate for this purpose, signed by an appropriate official and filed with the Secretary of the Association. The person designated in such certificate who is entitled to cast the vote for a Lot or Dwelling shall be known as the Voting Member. If such a certificate is not on file with the Secretary of the Association for a Lot or Dwelling owned by more than one person or by a business entity, the vote of such Lot or Dwelling shall not be considered in determining the requirement for a quorum. Such certificate shall be valid until revoked or until superseded by a subsequent certificate or until a change in the ownership of the Lot or Dwelling concerned. If a Lot or Dwelling is owned jointly by a husband and wife, the following three provisions are applicable thereto;

(a) They may, but they shall not be required to, designate a Voting Member.

(b) If they do not designate a Voting Member and if both are present at a meeting and are unable to concur in their decision upon any subject requiring a vote, they shall lose their right to vote on that subject at that meeting.

(c) Where they do not designate a Voting Member, and only one is present at a meeting, the person present may cast the vote, just as though he or she owned the Lot or Dwelling individually, and without establishing the concurrence of the absent person.

ARTICLE III

MEETING OF THE MEMBERSHIP

Section 1. Place: All meetings of the Association membership shall be held at the Property, or at such other place and at such time as shall be designated by the Board of Directors of the Association and stated in the notice of meeting, and shall be open to all members.

Section 2. Notices: It shall be the duty of the Secretary to mail or deliver a notice of each annual or special meeting, stating the time and place thereof, to each member of record at least fifteen (15) but not more than forty-five (45) days prior to such meeting. Notices of any special meeting shall state the purpose thereof. All notices shall be mailed to or served at the address of the member as it appears on the books of the Association.

Section 3. Annual Meeting: The annual meeting shall be held during the first three weeks of December of each year for the purpose of electing a Board of Directors and transacting any other business authorized to be transacted by the members; provided, however, that the day is not a legal holiday. At the annual meeting, the members shall elect the Board of Directors, and shall transact such other business as may properly be brought before the meeting.

Section 4. Special Meeting: Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, and shall be called by the President or Secretary at the request, in writing, of Voting Members representing twenty-five (25%) percent of the members entitled to vote, which request shall state the purpose or purposes of the proposed meeting. Business transacted at all special meetings shall be confined to the subjects stated in the notice thereof.

Section 5. Waiver and Consent: Whenever the vote of members at a meeting is required or permitted by any provision of these By-Laws to be taken in connection with any action of the Association, the meeting and vote of members may be dispensed with if not less than a majority of the members who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such action being taken.

Section 6. Adjourned Meeting: If any meeting of members cannot be organized because a quorum of Voting Members is not present, either in person or by proxy, the meeting may be adjourned from time to time until a quorum is present. When any membership meeting is adjourned, notice of the time, place and location of the reconvened adjourned meeting shall be given in the same manner as the original meeting.

Section 7. Approval or Disapproval: Approval or disapproval of any matter, whether or not the subject of an Association meeting, shall be by the Voting Members.

Section 8. Order of Business: The order of business at all annual meetings of the Association shall be as follows (a) roll call and certification of proxies; (b) proof of notice of meeting or waiver of notice; (c) reading of minutes of preceding meeting; (d) reports of officers; (e) reports of committees; (f) election of inspectors of election; (g) election of directors; (h) approval of the next year’s budget, (i) unfinished business; and (j) new business. The order of business at a special meeting of the Association shall include items (a) through (d) above, and thereafter, the agenda shall consist of the items specified in the notice of meeting.

ARTICLE IV

DIRECTORS

Section 1. Number, Term and Qualifications: The affairs of the Association shall be governed by a Board of Directors. The Board of Directors shall be composed of at least three (3) individuals and no more than five (5) individuals who must be Owners as defined in the Declaration. At least one of the directors shall be a Villa Owner. The Board of Directors shall be elected at the annual meeting or at a specially called meeting of the Association. At such meeting, the Voting Members shall directors for a term of two (2) years each, provided, however, that the directors elected at such meeting shall also serve for that portion of a calendar year between the commencement of their terms and the first annual meeting following such meeting so that their respective terms shall expire at the time of an annual meeting. The terms of the elected directors shall be staggered. Except in the case of death, resignation, disqualification or removal, each director elected by the Voting Members shall serve until the annual meeting at which his or her term expires and until his or her successor has been duly chosen and qualified. The procedure for the election of the Board of Directors at such meeting shall be as follows: Nominations shall be accepted for not less than three (3) Owners to serve on the Board of Directors of the Association; upon the closing of such nominations, each member present in person or by proxy shall cast a ballot listing thereon the names of the nominees (no more and no less than the positions to be filled) for whom such Voting Member wishes to vote, together with the residence number of the Lot or Dwelling of such Voting Member; the ballots shall then be collected and tallied whereupon the persons receiving the greatest number of votes for the available positions shall be elected to two (2) year terms. There shall be no cumulative voting.

Section 2. Removal of Directors: Any one or more of the Directors may be removed, with or without cause, by the affirmative vote of the Voting Members in the Association representing at least two-thirds (2/3) of all the total votes present at such meeting either in person or by proxy, and a successor may then and there be elected to fill the vacancy thus created. Should the membership fail to elect said successor, the Board of Directors may fill the vacancy in the manner provided in Section 4.

Section 3. Vacancies on Directorate: If the office of any Director or Directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, a majority of the remaining directors shall choose a successor or successors, who shall hold office for the balance of the unexpired term in respect to which such vacancy occurred. The election held for the purpose of filling said vacancy may be held at any regular or special meeting of the Board of Directors.

Section 4. Disqualification and Resignation of Directors: Any Director may resign at any time by sending a written notice of such resignation to the office of the Association, delivered to the Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Secretary. Commencing with the Directors elected at such second annual meeting of the membership, any Director who is an Owner that transfers title to all of such Owner's Lots or Dwellings shall be deemed to have automatically resigned his or her position as a Director. No Director who is an Owner shall continue to serve on the Board should such Owner be more than thirty (30) days delinquent in the payment of any assessment as provided in the Declaration and the non-payment of such assessments shall automatically constitute a resignation of such Owner's position as a Director.

Section 5 Regular Meetings: The Board of Directors may establish a schedule of meetings to be held at such time and place as the Board of Directors may designate. Notice of such regular meetings shall, nevertheless, be given to each Director personally or by mail, telephone or telegraph at least fifteen (15) days prior to the day named for such meeting. All meetings of the Board of Directors, including special meetings in accordance with Section 7 below, shall be open to all Owners.

Section 6 Special Meetings: Special meetings of the Board of Directors may be called by the President, and in or her absence, by the Vice-President, or by a majority of the members of the Board of Directors, by giving fifteen (15) days notice, in writing, to all members of the Board of Directors of the time and place of said meeting. All notices of special meetings shall state the purpose of the meeting.

Section 7. Directors' Waiver of Notice: Before or at any meeting of the Board of Directors, any Director may waive notice of such meeting and such waiver shall be deemed equivalent to the giving of notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by such Director of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

Section 8. Quorum: At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at such meetings at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At each such adjourned meeting, any business which might have been transacted at the meeting, as originally called, may be transacted without further notice. The joinder of a Director in the action of a meeting by signing and concurring in the minutes thereof, shall constitute the presence of such Director for the purpose of determining a quorum.

Section 9. Compensation: The Director's fee, if any, shall be determined by a vote of at least fifty-one (51%) percent of the Members.

Section 10. Powers and Duties: The Board of Directors of the Association shall have the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not by the Declaration, this Association's Articles of Incorporation, or these By-Laws, directed to be exercised and done by Owners. These powers shall include, but shall not be limited to, those powers of the Association set forth in the Declaration, the following powers:

(a) To exercise all powers specifically set forth in the Declaration, the Association's Articles of Incorporation, these By-Laws, and all powers incidental thereto.

(b) To make assessments, collect said assessments, and use and expend the assessments to carry out the purposes and powers of the Association.

(c) To employ, dismiss and control the personnel necessary for the maintenance and operation of the Property, including the right and power to employ attorneys, accountants, contractors, and other professionals as the need arises.

(d) To make and amend regulations respecting the operation and use of the Common Areas.

(e) To contract for the management of the Property and to delegate to such contractor all of the powers and duties of the Association, except those which may be required by the Declaration to have approval of the Board of Directors or membership of the Association.

(f) Designate one or more committees which, to the extent provided in the resolution designating said committee, shall have the powers of the Board of Directors in the management and affairs and business of the Association. Such committee shall consist of at least three (3) Owners. The committee or committees shall have such name or names as may be determined from time to time by the Board of Directors, and said committees shall keep regular minutes of their proceedings and report the same to the Board of Directors, as required. The foregoing powers shall be exercised by the Board of Directors or its contractor or employees, subject only to approval by Owners when such is specifically required.

(g) Pursuant to the provisions of Article VIII of the Declaration, to mortgage the Common Areas or other personal or real property of the Association and to pledge the revenues of the Association as security for loans made to the Association which loans shall be used by the Association in performing its authorized functions.

(h) To borrow money and incur debts in conjunction with performing its authorized functions.

ARTICLE V

OFFICERS

Section 1. Elective Officers: The principal officers of the Association shall be a President, a Vice-President, a Secretary and a Treasurer, all of which shall be elected by the Board of Directors at the first board meeting in January. One person may hold more than one of the aforementioned offices. The President and Vice-President shall be members of the Board of Directors.

Section 2. Election: The officers of the Association designated in Section 1 above shall be elected at the organizational meeting of each new Board following the meeting of the Members.

Section 3. Appointive Officers: The Board may appoint Assistant Secretaries and Assistant Treasurers, and such other officers as the Board of Directors deems necessary.

Section 4. Term: The officers of the Association shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the Board of Directors, provided, however, that no officer shall be removed except by the affirmative vote for removal by a majority of the whole Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 5. The President: The President shall be the chief executive officer of the Association and shall preside over all meetings of the members and of the Board of Directors. The President shall have executive powers and general supervision over the affairs of the Association and other officers. The President shall sign all written contracts to perform all of the duties incident to the office and which may be delegated from time to time by the Board of Directors.

Section 6. The Vice-President: The Vice-President shall perform all of the duties of the President in his or her absence, and such other duties as may be required of the Vice-President from time to time by the Board of Directors of the Association.

Section 7. The Secretary: The Secretary shall issue notices of all Board of Directors' meetings and all meetings of the members, shall attend and keep the minutes of same and shall have charge of all of the Association's books, records and papers, except those kept by the Treasurer. The Assistant Secretary shall perform the duties of the Secretary when the Secretary is absent.

Section 8. The Treasurer:

(a) The Treasurer shall have custody of the Association's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association, and shall deposit all monies and other valuable effects in the name of and to the credit of the Association, in such depositories as may be designated from time to time by the Board of Directors.

(b) The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors in accordance with these By-Laws, making proper vouchers for such disbursements, and shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may require it, an account of all transactions as the Treasurer and of the financial condition of the Association

(c) The Treasurer shall collect all assessments as provided in the Declaration.

(d) The Assistant Treasurer shall perform the duties of the Treasurer when the Treasurer is absent.

(e) The duties of the Treasurer may be fulfilled by a Manager employed by the Association, and said Manager shall fulfill the duties of the Treasurer and shall have custody of such books of the Association as it determines, in its sole discretion, and the foregoing shall include any books required to be kept by the Secretary of the Association.

ARTICLE VI

FINANCE AND ASSESSMENTS

Section 1. Depositories: The funds of the Association shall be deposited in such banks and depositories as may be determined by the Board of Directors from time to time upon resolutions approved by the Board of Directors, and shall be withdrawn only upon checks and demands for money signed by such officer or officers of the Association as may be designated by the Board of Directors. Obligations of the Association shall be signed by at least two officers of the Association.

Section 2. Fidelity Bonds: The Treasurer and all officers who are authorized to sign checks, and all officers and employees of the Association, and any contractor handling or responsible for Association funds shall be bonded in such amount as may be determined by the Board of Directors. The premiums on such bonds shall be paid by the Association and considered a Common Expense.

Section 3. Fiscal Year: The fiscal year for the Association shall begin on the first day of January of each year, provided, however, that the Board of Directors is expressly authorized to change to a different fiscal year in accordance with the provisions and regulations from time to time prescribed by the Internal Revenue Code of the United States of America, at such time as the Board of Directors deems it advisable.

Section 4. Application of Payments and Commingling of Funds: All sums collected by the Association from assessments may be commingled in a single fund or divided into more than one fund, as determined by the Board of Directors. All assessment payments by the Owners shall be applied as to interest, delinquencies, costs and attorney's fees, other charges, expenses and advances as provided herein and in the Declaration, and general or special assessments, in such manner and amounts as the Board of Directors determines in its sole discretion.

Section 5. Audits: An audit of the accounts of the Association will be made upon request of a majority of the members in the Association or at such times as the Board of Directors deems necessary.

ARTICLE VII

COMPLIANCE AND DEFAULT

Section 1. Violations: In addition to the remedies for the nonpayment of assessments, in the event of a violation by an Owner in any of the other provisions of the Declaration or of these By-Laws, the Association, by direction of its Board of Directors, may notify the Owner by written notice of said breach, transmitted by mail, and if such violation shall continue for a period of seven (7) days from date of notice, the Association, through its Board of Directors, shall have the right to treat such violation as an intentional and inexcusable and material breach of the Declaration or of the By-Laws, and the Association may then, at its option, have the following elections:

(a) An action at law to recover for its damage, on behalf of the Association or on behalf of the other Owners.

(b) An action in equity to enforce performance on the part of the Owner; or

(c) An action in equity for such equitable relief as may be necessary under the circumstances, including injunctive relief.

Any violations which are deemed by the Board of Directors to be a hazard to public health may be corrected immediately as an emergency matter by the Association, and the costs thereof shall be charged to the Owner as a specific item, which shall be a lien against said Lot or Dwelling with the same force and effect as if the charge were a part of the Common Expenses.

Section 2. Negligence or Carelessness of Owner: All Owners shall be liable for the expense of any maintenance, repair or replacement rendered necessary by their acts, neglect or carelessness or by that of any member of their family, their guests, employees, agents or lessees, but only to the extent that such expense is not met by the proceeds of insurance carried by the Association. Such liability shall include any increase in insurance rates occasioned by use, misuse, occupancy or abandonment of any Lot or Dwelling or its appurtenances. Nothing herein contained, however, shall be construed so as to modify any waiver by any insurance company of its rights of subrogation. The expense for any maintenance, repair or replacement required, as provided in this Section, shall be charged to said Owner as a specific item which shall be a lien against said Lot or Dwelling with the same force and effect as if the charge were a part of the Common Expenses.

Section 3. Costs and Attorney's Fees: In any proceeding arising because of an alleged default by an Owner, the prevailing party shall be entitled to recover the costs of the proceeding and reasonable attorney fees.

Section 4. No Waiver of Rights: The failure of the Association or of any member thereof to enforce any right, provision, covenant or condition which may be granted by the Declaration shall not constitute a waiver of the right of the Association or member to enforce such right, provision, covenant or condition in the future.

Section 5. Election of Remedies: All rights, remedies and privileges granted to the Association or members, pursuant to any terms, provisions, covenants or conditions of the Declaration shall be deemed to be cumulative and the exercise of any one or more shall not be deemed to constitute an election of remedies, nor shall it preclude the party thus exercising the same from exercising such other and additional rights, remedies, or privileges at law or in equity

ARTICLE VIII

AMENDMENTS TO THE BY-LAWS

These By-Laws may be altered, amended or added to at any duly called meeting of the members, provided:

(1) Notice of the meeting shall contain a statement of the proposed Amendment.

(2) If the Amendment has received the unanimous approval of the full Board of Directors, then it shall be approved upon the affirmative vote of the Voting Members representing at least a majority of the total votes present at such meeting.

(3) If the Amendment has not been approved by the unanimous vote of the Board of Directors, then the Amendment shall be approved by the affirmative vote of the Voting Members casting not less than three-fourths (3/4) of the total votes present at such meeting.

(4) Notwithstanding the foregoing, these By-Laws may only be amended with the written approval when required of the parties specified in the Declaration.

ARTICLE IX

NOTICES

Whatever notices are required to be sent hereunder shall be delivered or sent in accordance with the applicable provisions for notice as set forth in the Declaration.

 

ARTICLE X

INDEMNIFICATIONS

The Association shall indemnify the Directors and Officers, their heirs, executors, and administrators, against all loss, cost and expense reasonably incurred by them in connection with any action, suit or proceeding to which he may be made a party by reason of such person being or having been a Director or Officer of the Association, except as to matters wherein he shall be finally adjudged in such action, suit or proceeding, to be liable for or guilty of gross negligence or willful misconduct. The foregoing rights shall be in addition to and not exclusive of all other rights to which such Director or Officer may be entitled.

ARTICLE XI

PARLIAMENTARY RULES

Roberts Rules of Order (latest edition) shall govern the conduct of the Association's meetings when not in conflict with the Declaration or these By-Laws.

ARTICLE XII

RULES AND REGULATIONS

Section 1. Promulgation of Regulations: The Board of Directors may, from time to time, adopt or amend previously adopted administrative rules and regulations governing the details of the operation, use, maintenance, management and control of the Property and any facilities or services made available to the Owners. A copy of the rules and regulations adopted from time to time as herein provided shall from time to time be posted in a conspicuous place and/or copies of same shall be furnished each Owner.

Section 2. Conflict: In the event of any conflict between the rules and regulations adopted, or from time to time amended, and the Declaration, the Declaration shall prevail. If any unreconciled conflict should exist or hereafter arise with respect to the interpretation of these By-Laws and the Declaration, the provisions of the Declaration shall prevail.

The foregoing was adopted as the By-Laws of Rose Creek Property Owners Association, Inc., at the first meeting of the Board of Directors.

ROSE CREEK PROPERTY OWNERS
ASSOCIATION, INC., an Oklahoma
non-profit corporation
By:_______________________
Its: Secretary

DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR ROSE CREEK

The following Covenants, Conditions and Restrictions are a consolidated version put together by the POA Board to reflect the various amendments that have been made prior to October of 2009. It is intended to provide a complete, updated, and readable version for use by the POA Board, property owners, and anyone else that made need to reference the same. Although The POA board has made every effort to ensure the accuracy of consolidating the language of prior amendments into this complete version, however, the POA does not warrant or guarantee the accuracy of this condensed version and recommends that any concerns regarding any language in the same be clarified through inspection of the documents on file with the Oklahoma County Clerk’s office or file stamped copies of the same

TABLE OF CONTENTS
PAGE
I. DEFINITIONS 1
1.01 Definitions 1
II. PLAN OF DEVELOPMENT 5
2.01 Plans of Development of Property 5
2.02 Plans of Development of Additional Property 5
2.03 Withdrawal of Additional Property 7
2.04 Additional Lands 7
2.05 Water, Sewer and Drainage Facilities 7
2.06 Interest Subject to Plan of Development 8
III. PROPERTY RIGHTS 8
3.01 All Owners 8
3.02 Owner's Easements of Enjoyment 8
3.03 Club Property 9
3.04 Aquatic Center 9
3.05 Access 10
3.06 Easements for Declarant 10
3.07 Changes in Boundaries; Additions to Designated Common Areas 10
3.08 Easements for Utilities 11
3.09 Easements for Walks, Trails, and Signs 11
3.10 Easements for Road Construction 11
3.11 Easements for Association 12
3.12 Sales and Construction Offices 12
3.13 Easements for Additional Property 12
3.14 Maintenance Easement 12
3.15 Environmental Easement 13
3.16 Wells and Effluent 13
3.17 Golf Property Construction Easements 13
3.18 Club Property Utility Easements 14
3.19 Club Access 15
3.20 Golf Cart Paths 15
3.21 Golf Cart and Maintenance Vehicle Easement 15
3.22 Golf Course Play Easement 15
3.23 Damage by Errant Golf Balls 16
3.24 Encroachments 16
3.25 No Partition 16
IV. MEMBERSHIP IN THE ASSOCIATION 16
4.01 Membership in the Association 16
 V. MAINTENANCE 17
 5.01 Responsibilities of Owners  17
 5.02 Association's Responsibility  18
 5.03 Neighborhood's Responsibility  19
 VI. INSURANCE AND CASUALTY LOSSES  19
 6.01 Insurance  19
 6.02 Damage or Destruction to Common Areas  21
 6.03 Damage or Destruction to Lots or Dwellings  21
 VII. CONDEMNATION  22
 7.01 Condemnation of Common Areas  22
 7.02 Condemnation of Lots or Dwellings  23
 VIII. ADMINISTRATION  24
 8.01 Common Areas  24
 8.02 Duties and Powers  24
 8.03 Agreements  25
 8.04 Management Agreement  25
 8.05 Personal Property and Real Property for Common Use  25
 8.06 Rules and Regulations  26
 IX. ASSESSMENTS  26
 9.01 Purpose of Assessments  26
 9.02 Creation of Lien and Personal Obligation of Assessments  26
 9.03 Computation of Annual Assessments  27
 9.04 Special Assessments  29
 9.05 Individual Assessments  29
 9.06 Computation of Neighborhood Assessments  29
 9.07 Assessments on Property Resales  30
 9.08 Notice of Meeting and Quorum  30
 9.09 Liens  31
 9.10 Effect of Nonpayment; Remedies of the Association  31
 9.11 Certificate  32
 9.12 Date of Commencement of Annual Assessments  32
 X. RECREATIONAL COVENANTS  32
 10.01 Purpose  32
 10.02 Binding Effect  32
 10.03 Issuance of Memberships  33
 10.04 No Ownership Interest  33
 10.05 Membership Fees  33
 10.06 Failure to Pay Fees  33
 XI. ARCHITECTURAL STANDARDS  33
 11.01 Purpose  33
 11.02 Architectural Review Board  33
 11.03 Permitted Improvements  34
 11.04 Construction of Improvements  34
 11.05 Building Guidelines  35
 11.06 Architectural Approval  36
 11.07 Landscaping Approval  36
 11.08 Approval Not a Guarantee  37
 XII. USE RESTRICTIONS  38
 12.01 Service Yards  38
 12.02 Fences  38
 12.03 Exterior Appearance  38
 12.04 Signs  38
 12.05 Unauthorized Signs  38
 12.06 Antennas and Transmitters  38
 12.07 Water Wells  39
 12.08 Pets  39
 12.09 Nuisances  39
 12.10 Golf Course Areas  39
 12.11 Motor Vehicles, Trailers, Boats, Etc.  39
 12.12 Sales and Construction Activities  40
 12.13 Leasing  40
 12.14 Residential Use  40
 XIII. RULE MAKING  40
 13.01 Rules and Regulations  40
 13.02 Authority and Enforcement  41
 13.03 Procedure  41
 XIV. GENERAL PROVISIONS  42
 14.01 Control by Declarant  42
 14.02 Amendments by Declarant  43
 14.03 Amendments by Association  43
 14.04 Enforcement  44
 14.05 Duration  44
 14.06 Perpetuities  45
 14.07 Interpretation  45
 14.08 Gender and Grammar  45
 14.09 Severability  45
 14.10 Rights of Third Parties  46
 14.11 Notice of Sale, Lease, or Mortgage  46
 14.12 No Trespass  46
 14.13 Notices  46
 14.14 Assignment of Declarant Rights  46
 14.15 Assignment by Declarant  48
 14.16 Guardhouse  48
 14.17 Surrender of Authority  48
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR ROSE CREEK

THIS DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR ROSE CREEK (the "Declaration") is made this 11th day of March, 2002, by the DEER CREEK LAND DEVELOPMENT COMPANY, L.L.C., an Oklahoma limited liability company (the "Declarant").

W I T N E S S E T H:

WHEREAS, the Declarant is the owner of certain real property located in Oklahoma County, Oklahoma, which is more particularly described in Exhibit "A" attached hereto and incorporated herein (the "Property"), and the Declarant desires to subject such property to the provisions of this Declaration and to develop the property as a residential community and to provide a method for the administration and maintenance of the Property; and

WHEREAS, as hereinafter provided in this Declaration, the Declarant has retained and reserved the right, privilege, and option to submit to the provisions of this Declaration at a later time and from time to time as a part of Rose Creek, all or any portion of the real property described in Exhibit "B", attached hereto and incorporated herein by this reference and other lands described in Section 2.06 herein.

NOW, THEREFORE, the Declarant hereby declares that all of the property described in Exhibit "A" and any additional property described in Exhibit "B" or Section 2.06 as may by subsequent amendment hereto be subjected to this Declaration shall be held, transferred, sold, conveyed, leased, occupied, and used subject to the following easements, restrictions, covenants, charges, liens, and conditions, which are for the purpose of protecting the value and desirability of and which shall touch, concern and run with title to the real property subjected to this Declaration and which shall be binding upon and inure to the benefit of all parties having any right, title, or interest in the described properties or any portion thereof, and their respective heirs, successors, successors-in-title, and assigns.

ARTICLE I

DEFINITIONS

1.01 Definitions. When used in this Declaration, unless the context shall prohibit or otherwise require, the following words, shall have all the following meanings and all definitions shall be applicable to the singular and plural forms of such terms:

(a) "Additional Property" shall mean and refer to the real property described in Exhibit "B" and all improvements thereon.

(b) "Aquatic Center" shall mean and refer to certain real property and all improvements thereon upon which the Declarant has constructed a swimming pool, fitness center, playground, basketball court, and related facilities. The Aquatic Center shall initially be a part of the Club Property, but may be conveyed to the Association and then be considered as a portion of the Common Areas. (as amended 3-30-09)

(c) "Architectural Review Board" or "ARB" shall mean and refer to the committee established by the Board of Directors to administer the architectural functions and obligations described in Article XI herein.

(d) "Articles of Incorporation" shall mean and refer to the Articles or Certificate of Incorporation of Rose Creek Property Owners Association, Inc., as amended from time to time. (as amended 3-30-09)

(e) "Assessment" shall mean and refer to an Owner's share of the Common Expenses (which shall be established and levied against Lots or Dwellings on an annual basis in accordance with Article IX herein) or other charges from time to time assessed against an Owner by the Association in the manner herein provided.

(f) "Association" shall mean and refer to the Rose Creek Property Owners Association, Inc., an Oklahoma nonprofit corporation to be established by the Declarant, its successors and assigns.

(g) "Board of Directors" or "Board" shall mean and refer to the Board of Directors of the Association.

(h) "Building Guidelines" shall mean architectural design, development, and other guidelines, standards, controls, and procedures including, but not limited to, application and review procedures, adopted and administered, as they may be amended, by the Architectural Review Board.

(i) "By-Laws of the Association" or the "By-Laws" shall mean and refer to the By-Laws of the Association.

(j) "Club" shall mean and refer to the golf club created by the Declarant to be developed and operated on the Club Property.

(k) "Club Owner" shall mean the Declarant or any successor-in-title to the Club Property.

(l) "Club Plan" shall mean and refer to that certain plan of membership developed by the Declarant for the Club which is attached hereto as Exhibit "C".

(m) "Club Property" shall mean that parcel or those parcels, of land adjacent to the Property developed by Declarant or any affiliate or designee of Declarant which is operated as a golf course and related facilities and the Aquatic Center, unless and until the latter is made a part of the common Areas. (as amended 3-30-09)

(n) "Club Users" shall mean and refer to the Club Owner, its employees, independent contractors, agents and all members, guests and invitees of the Club.

(o) "Common Area(s)" shall mean and refer to all real and personal property now or hereafter designated in writing by the Declarant as Common Areas and conveyed to the Association or designated as such and held by the Declarant for the benefit of the Association. Such real property may include but shall not be limited to roads, driveways, walkways, rights-of-ways, open spaces (landscaped and natural), lakes, recreational facilities and such other common areas which have been or may be designated by the Declarant as constituting Common Areas within the Property, together with such improvements thereon as may be necessary for the maintenance and upkeep of such areas. The Declarant, after the execution of this Declaration, may designate additional real property located within the Property as Common Areas by the filing with the Official Records, a supplement to the Declaration so designating such additional real property being designated as Common Areas. Specifically excluded from the Common Areas is the Club Property. Nothing contained herein shall limit the type of personal property which may be owned by the Association as Common Areas.

(p) "Common Expenses" shall mean and refer to all expenditures lawfully made or incurred by or on behalf of the Association, together with all funds lawfully assessed for the creation or maintenance of reserves, pursuant to the provisions of this Declaration.

(q) "Declarant" shall mean and refer to Deer Creek Land Development Company, LLC, an Oklahoma limited liability company, its successors and assigns.

(r) "Declaration" shall mean and refer to this Declaration of Covenants, Conditions, and Restrictions for Rose Creek and all amendments and supplements thereof filed for record in the Official Records.

(s) "Development" shall mean and refer to the Property and all improvements located or constructed thereon.

(t) "Dwelling" shall mean and refer to any improved property intended for use as a single-family attached or detached dwelling and shall include within its meaning (by way of illustration, but not limitation) townhouse units, cluster homes, patio or zero lot line homes, Z-lot homes, and single-family detached homes on separately platted lots.

(u) "Lot" shall mean and refer to any unimproved portion of the Property upon which it is intended that a single Dwelling shall be constructed. A parcel of land shall be deemed unimproved and thus considered to be a Lot, rather than a Dwelling, until the improvements constructed thereon are sufficiently complete to reasonably permit habitation thereof. Upon such completion, such parcel and the improvements thereon shall collectively be considered to be a Dwelling for purposes of this Declaration.

(v) "Mortgage" shall mean and refer to a mortgage, security deed, deed of trust, installment land sales contract, or other similar security instrument granting, creating, or conveying a lien upon, a security interest in, or a security title to a Lot or Dwelling.

(w) "Mortgagee" shall mean and refer to the holder of a Mortgage.

(x) "Neighborhood" shall mean and refer to a group of Lots and Dwellings designated as a separate Neighborhood for the purpose of receiving other benefits or services from the Association which are not provided to all Lots and Dwellings within the Property.

(y) "Neighborhood Assessments" shall mean and refer to assessments levied against Lots and Dwellings in a particular Neighborhood to fund Neighborhood Expenses.

(z) "Neighborhood Association" shall mean and refer to an owners association, established by or with the approval of the Declarant, having jurisdiction over any Neighborhood concurrent, but subordinate to, the Association.

(aa) "Neighborhood Expenses" shall mean and refer to actual and estimated expenses incurred or anticipated to be incurred by the Association for the benefit of Owners within a particular Neighborhood, which may include reasonable reserves, as the Board may authorize and as may be authorized herein or in a Supplemental Declaration applicable to a Neighborhood.

(bb) "Occupant" shall mean and refer to any person, including, without limitation, any Owner or any guest, invitee, lessee, tenant, or family member of an Owner, occupying or otherwise using a Dwelling within the Development.

(cc) "Official Records" shall mean and refer to the Office of the County Clerk of Oklahoma County, Oklahoma.

(dd) "Owner" shall mean and refer to one or more Persons, including Declarant, who or which owns fee simple title to any Lot or Dwelling excluding, however, those Persons holding an interest merely as security for performance of an obligation. In the event that there is recorded in the Official Records any installment sales contract covering any Lot or Dwelling, the Owner of such Lot or Dwelling shall be the purchaser under said contract and not the fee simple title holder. An installment land sales contract shall be an instrument whereby the purchaser is required to make payment for a Lot or Dwelling for a period extending beyond nine (9) months from the date of the contract, and where the purchaser does not receive title to such Lot or Dwelling until all such payments are made, although the purchaser is given use of such Lot or Dwelling.

(ee) "Person" shall mean and refer to a natural person, corporation, partnership, limited liability company, association, trust, or other legal entity, or any combination thereof.

(ff) "Plats" shall mean the map of the Property, which are recorded in the Official Records.

(gg) "Property" shall mean and refer to those tracts or parcels of land described in Exhibit "A", together with all improvements thereon, and, upon submission to the provisions of this Declaration, the tracts or parcels of land described in Exhibit "B", or any portion thereof, or other additional lands as provided in Section 2.04, together with all improvements thereon.

(hh) "Recreational Covenant" shall mean and refer to covenants encumbering the Property as more fully set forth in Article X.

(ii) "Supplemental Declaration" shall mean and refer to an amendment or supplement to this Declaration which subjects additional property to this Declaration, designates Neighborhoods, identifies any Common Area with the additional property, and/or imposes, expressly or by reference, additional restrictions and obligations on the land described therein.

(jj) Omitted

(kk) “Associations-Approved Golf Clubhouse” shall mean a golf clubhouse and related facilities to be constructed on the Club Property, the design of which (a) substantially conforms to the initial drawings and specifications therefor prepared by Bockus Payne Associated Architects (the “Bockus Plans”), and (b) complies with the architectural standards and Building Guidelines set forth herein and adopted by the ARB from time to time (collectively, the “ARB Requirements”), adapted as reasonably necessary for a commercial structure, all as approved in writing by the ARB. In the event of a conflict or inconsistency between the Bockus Plans and the ARB Requirements, the ARB Requirements shall control. All material additions, changes, repairs or restorations to, expansion, or remodeling or reconstructions of, and Association-Approved Golf Clubhouse must also be approved by the ARB in writing for the structure to remain an Association-Approved Golf Clubhouse.

(ll) “Default Rate” shall mean and refer to a rate of interest equal to the “Prime Rate” as published in the “Bonds, Rates and Yields” section of The Wall Street Journal, as the same may change from time to time, plus Five percent (5.00%). If more than one Prime Rate is so designated in The Wall Street Journal, then the highest rate so designated will be used to determine the Default Rate.”

ARTICLE II

PLAN OF DEVELOPMENT

2.01 Plans of Development of Property.

(a) The real property which is, and shall be held, transferred, sold, conveyed, given, donated, leased and occupied subject to this Declaration is shown and described on Exhibit "A" including but not limited to the Lots, Dwellings, roads, utility systems, drainage systems, Common Areas, other improvements serving the Lots, Dwellings, Common Areas, to the extent the same are from time to time installed and existing.

(b) Declarant reserves the right to impose covenants, conditions, and restrictions on the Lots, Dwellings, Common Areas, other improvements, and other lands that the Declarant may from time to time own or develop within the Property shown and described on a Plat, which covenants, conditions, and restrictions shall be in addition to but not in abrogation or substitution of those imposed by this Declaration.

(c) Declarant shall have the right, but not the obligation for so long as Declarant owns any Lot or Dwelling primarily for the purpose of sale, or has the unexpired option to add the Additional Property or any portion thereof to the Development, to make improvements and changes to any such Lots or Dwellings owned by the Declarant, including without limitation, (i) changes in the location of the boundaries of any Lots, Dwellings and designated Common Areas, and (ii) installation and maintenance of any water, sewer, and other utility systems and facilities.

2.02 Plans of Development of Additional Property. Declarant hereby reserves the option to submit from time to time the Additional Property or a portion or portions thereof to the Property. Said option may be exercised in Declarant's sole discretion in accordance with the following rights, conditions, and limitations, which are the only conditions and limitations on said option.

(a) The option may be exercised from time to time during a period of twenty (20) years from the date of this Declaration; provided, however, that Declarant reserves the right to terminate such option at any time prior to the expiration of such twenty (20) year period by executing and filing a supplement to the Declaration evidencing such termination in the Official Records, and except for such termination by Declarant, no other circumstances will terminate such option prior to the expiration of such twenty (20) year period.

(b) The legal description of the Additional Property is set forth in Exhibit "B"; portions of the Additional Property may be added to the Development at different times, and there are no limitations fixing the boundaries of those portions or regulating the order, sequence, or location in which any of such portions may be added to the Property. The exercise of the option to submit a portion of the Additional Property to the Declaration shall not bar the further exercise of this option as to other portions or the balance of the Additional Property.

(c) If the Additional Property or any portion thereof is added to the Property, Declarant reserves the right to designate the boundaries of the Lots and Dwellings, as well as the Common Areas to be added to the Development in connection therewith.

(d) Should the option to add the Additional Property, or any portion thereof, not be exercised within the term specified herein or be terminated by Declarant, such option shall in all respects expire and be of no further force and effect. In the event that such option expires or is terminated, Declarant shall not be obligated to impose on the Additional Property or any portion thereof any covenants, conditions, or restrictions the same as or similar to those contained herein and Declarant shall be free to develop the Additional Property as it deems fit.

(e) The option reserved by Declarant to cause all or any portion of the Additional Property to become part of the Development shall in no way be construed to impose upon Declarant any obligation to add all or any portion of the Additional Property to the Development or to construct thereon any improvements of any nature whatsoever.

(f) Attaching the legal description of the Additional Property to this Declaration shall in no way be construed as creating any type or form of encumbrance, restriction or servitude on the Additional Property. Only by the exercise of the option reserved by the Declarant shall the Additional property, or any portion thereof, be subject to the encumbrances, restrictions and servitudes created herein.

The option reserved under this Section 2.02 may be exercised by Declarant only by the execution of a Supplemental Declaration which shall be filed in the Official Records, together with a Plat showing the Additional Property or such portion or portions thereof as are being added to the Development by such amendment, as well as the Lots. Common Areas, if any, designated and contained within the Additional Property, or such portion thereof so submitted shall be conveyed to the Association by Declarant at such time as it deems fit by quit claim deed. Any Supplemental Declaration shall expressly submit the Additional Property or such portion thereof to all the provisions of this Declaration, and upon the exercise, if any, of such option or options, the provisions of this Declaration shall then be construed as embracing the real property described in Exhibit "A" and the Additional Property or such portion or portions thereof so submitted to the terms hereof, together with all improvements located thereon. If the Additional Property or any portion or portions thereof is added to the Development, then from and after the addition to the Development of the Additional Property or such portion or portions by such amendment to this Declaration, the number of votes in the Association shall be increased for Lots or Dwellings by the number of Lots platted, or Dwellings constructed and located on the Additional Property or such portion or portions thereof as are added so that there shall continue to be one vote in the Association per Lot or Dwelling in the Development. If the Additional Property or any portion thereof is added to the Development, the Declarant reserves the right to impose covenants, conditions, and restrictions on the Lots, Dwellings, Common Areas, other improvements, or other lands within the portion of the Additional Property that the Declarant may, from time to time own, develop, and add to the Development, which covenants, conditions, and restrictions shall be in addition to but not in abrogation or substitution of those imposed by this Declaration.

2.03 Withdrawal of Additional Property. Additional Property, which has been added to the Property as provided in Section 2.02 herein, may be withdrawn from the Property and from this Declaration by Declarant at any time prior to the time any Lot or Dwelling contained therein has been conveyed to a third party. Such withdrawal shall be accomplished by the execution of an amendment to this Declaration, which shall be filed in the Official Records, together with a Plat showing the Additional Property being withdrawn. The withdrawal shall be effective upon the filing of such amendment and upon the filing of such amendment, the property described therein shall no longer be considered a part of the Property or subject to this Declaration.

2.04 Additional Lands. If the Declarant should develop additional lands now or hereafter owned by the Declarant which additional lands are not shown and described in Exhibits "A" or "B", then such additional lands may be annexed to the properties subject to this Declaration by the Declarant without the assent of the other Members of the Association provided that the additional lands to be annexed shall be contiguous to a boundary line of the Property. Any annexation of additional lands to this Declaration as provided in this section may be exercised by Declarant only by the execution of an amendment to this Declaration in the form and substance provided for Additional Property as set forth in Section 2.02 of this Declaration.

2.05 Water, Sewer and Drainage Facilities. Declarant, its affiliates, successors, or assigns, shall construct the water distribution lines, sewer collection lines and drainage system serving the Development, including all lines, pipes, pumps, water towers or tanks, and other systems related thereto which are located within the Development. Declarant shall convey and dedicate all or any part of such water distribution lines, sewer collection lines and drainage system to the City of Oklahoma City or its designee. Notwithstanding the right to so convey such water distribution lines, sewer collection lines, and drainage system, such conveyance may be subject to a retention by Declarant of the transferable and alienable right to supply water, sewer treatment and drainage services to properties other than the Development and from time to time to expand such facilities, at its cost and expense, in order to provide such services to such other properties, provided that the provision of such services to such other properties shall not be permitted to the extent that it materially and adversely affects the adequacy of such services with respect to the Development.

2.06 Interest Subject to Plan of Development. Every purchaser of a Lot or Dwelling shall purchase such Lot or Dwelling and every Mortgagee and lienholder holding an interest therein shall take title, or hold such security interest with respect thereto, with notice of Declarant's plan of development as herein set forth, and Declarant shall have and does hereby specifically reserve the right to add the Additional Property or any portion or portions thereof to the Development as hereinabove provided, and, with respect to each Lot or Dwelling located within the Additional Property, to convey to the purchaser thereof the title to the Lot or Dwelling and its appurtenant membership and voting rights in the Association. Any provision of this Declaration to the contrary notwithstanding, the provisions of the foregoing plan of development set forth in this Article II may not be abrogated, modified, rescinded, supplemented, or amended in whole or in part without the prior written consent of Declarant.

 

ARTICLE III

PROPERTY RIGHTS

3.01 All Owners. Each Lot and Dwelling shall for all purposes constitute real property which, subject to the provisions of this Declaration, may be conveyed, transferred, and encumbered the same as any other real property. Each Owner shall be entitled to the exclusive ownership and possession of his Lot or Dwelling, subject to the provisions of this Declaration, including without limitation, the provisions of this Article III. The ownership of each Lot and Dwelling shall include, and there shall pass with each Lot and Dwelling as an appurtenance thereto, whether or not separately described, all of the right and interest in and to the Common Areas as established hereunder, which shall include, but not be limited to, membership in the Association as described herein. Each Owner shall automatically become a member of the Association and shall remain a member thereof until such time as his ownership ceases for any reason, at which time his membership in the Association shall automatically pass to the successor-in-title to his Lot or Dwelling.

3.02 Owner's Easements of Enjoyment. Subject to the provisions of this Declaration and the rules, regulations, fees, and charges from time to time established by the Board of Directors in accordance with the By-Laws and the terms hereof, every Owner, his family, tenants, and guests shall have a non-exclusive right, privilege, and easement of use and enjoyment in and to the Common Areas, such easement to be appurtenant to and to pass and run with title to each Lot and Dwelling, subject to the following provisions:

(a) The right of the Association to borrow money (i) for the purpose of improving the Development, or any portion thereof, (ii) for acquiring additional Common Areas, (iii) for constructing, repairing, maintaining or improving any facilities located or to be located within the Development, or (iv) for providing the services authorized herein, and, subject to the provisions of Section 8.02 hereof, to give as security for the payment of any such loan a mortgage or other security instrument conveying all or any portion of the Common Areas; provided, however, that the lien and encumbrance of any such security instrument given by the Association shall be subject and subordinate to any and all rights, interest, options, licenses, easements, and privileges herein reserved or established for the benefit of Declarant, any Owner, or the holder of any Mortgage, irrespective of when such Mortgage is executed or given.

(b) The rights and easements reserved to Declarant in Sections 3.05, 3.06, 3.07, 3.08, 3.11, 3.12 and 3.15 hereof.

(c) The right of the Association to grant and accept easements as provided in Section 3.08 hereof and to dedicate or transfer fee simple title to all or any portion of the Common Areas to any public agency or authority, governmental authority, body politic, public or private utility, or other person, provided that any such transfer of the title must be approved by a majority of those present in person or by proxy at a duly held meeting of the Association and by Declarant, for so long as Declarant owns any Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development.

(d) The rights and easements reserved in Section 3.11 hereof for the benefit of the Association, its directors, officers, agents, and employees.

(e) The rights and easements reserved in Section 3.13 hereof for the benefit of the Additional Property.

(f) The access easements described in Section 3.19 hereof for the benefit of the Club Property.

3.03 Club Property. The Club Property shall not be encumbered by this Declaration. Neither the Association nor any Owner shall have any right, title or interest whatsoever in the Club Property or in the operations conducted in the Club Property, including, but not limited to, equity rights, prescriptive easements, use rights to use the improvements, or the right to continued operation of any improvements located on the Club Property. Notwithstanding the foregoing, every Owner of a Lot or Dwelling shall be required to be a member of the Club, and such Owner shall be subject to the same membership requirements, fees and dues structures and such other rules and regulations as are applicable to other Members in accordance with the Club Plan. The fees and dues charged under the Club Plan are separate and apart from the Assessments. “Nothing contained in the Section 3.03 or elsewhere in this Declaration shall be deemed to waive, release or impair the Association’s right to place conditions on the payment of funds collected from Club Assessments to the Club Owner or owner of the Aquatic Center.”

3.04 Aquatic Center. While certain facilities constituting the Club Property may be available for the use and enjoyment of Persons that are not Owners, the Aquatic Center, while being a part of the Club Property, shall be for the exclusive use and enjoyment of Owners and their invitees, except as hereinafter provided. The Club Owner may sell memberships to the Aquatic Center to individuals, couples or families who are not Owners (herein, as applicable, a “Non-Owner Member”) on the following conditions: (a) the Non-Owner Member is also required to purchase and retain a golf membership to the Club so long as the Non-Owner has a membership to the Aquatic Center, (b) the Non-Owner Member is not charged less in membership fees and dues for a golf membership or a membership to the Aquatic Center than those respective fees and dues charged to an Owner (without regard to any Club Assessments charged to Owners); provided, if Owners or Non-Owner Members are charges a lump sum for both memberships, the amounts shall be equitably and consistently apportioned between such memberships for the purposes of determining compliance with the fees and dues comparisons required hereunder, and (c) the membership fees and dues charged to Non-Owner Members shall be the personal obligation of the Non-Owner Member. (as amended 3-30-09 & 6-13-09)

3.05 Access. All Owners, by accepting title to Lots, Dwellings, lands, or other improvements conveyed subject to this Declaration, waive all rights of uncontrolled and unlimited access, ingress and egress to and from such Lots, Dwellings, lands, or other improvements and acknowledge and agree that their means of access and ingress and egress to their Lots and Dwellings shall be limited to roads, sidewalks, walkways and trails located within the Development by Declarant, provided that pedestrian and vehicular access for Owners, and their guests, and invitees to and from all Lots and Dwellings shall be provided at all times. Declarant shall have the right within its sole discretion without the additional consent of any Owners to from time to time relocate and change the direction, width and orientation of the above-referenced roads, sidewalks, walkways and trails located within the Development, provided, however, that such relocated roads, sidewalks, walkways and trails shall provide a convenient and adequate means of access to the Lots or Dwellings of Owners within the Development. There is reserved unto Declarant, its affiliates, successors and assigns, the right and privilege, but not the obligation (i) to maintain guarded or electronically-monitored gates controlling vehicular access to and from the Development, and (ii) to require payment of toll charges for use of roads within the Development by permitted commercial traffic or by members of the general public, which tolls shall be set at a reasonable amount to maintain the roads and provide security. (as amended 6-13-09)

3.06 Easements for Declarant. During the period that the Declarant owns any Lot or Dwelling primarily for the purpose of sale, or has the unexpired option to add the Additional Property or any portion thereof to the Development, Declarant shall have an alienable and transferable right and easement on, over, through, under, and across the Common Areas for the purpose of constructing Dwellings and other improvements in and to the Lots and the Additional Property and for installing, maintaining, repairing, and replacing such other improvements to the Property (including portions of Common Areas) as are contemplated by this Declaration or as Declarant desires, in its sole discretion, including, without limitation, any improvements or changes permitted and described by Article II hereof, and for the purpose of doing all things reasonably necessary and proper in connection therewith, provided in no event shall Declarant have the obligation to do any of the foregoing.

3.07 Changes in Boundaries; Additions to Designated Common Areas. Declarant expressly reserves for itself and its affiliates, successors and assigns, the right to change and realign the boundaries of the designated Common Areas and any Lots or Dwellings owned by Declarant, including the realignment of boundaries between adjacent Lots, Dwellings, or both, owned by Declarant, provided that any such change or realignment of boundaries shall not materially decrease the acreage of the designated Common Areas and shall be evidenced by a revision of or an addition to the applicable Plat which shall be recorded in the Official Records.

3.08 Easements for Utilities. There is hereby reserved for the benefit of Declarant, the Association, and their respective successors and assigns, the alienable, transferable, and perpetual right and easement, as well as the power to grant and accept easements, subject to the limitations herein, to and from any public authority or agency, public service district, public or private utility, or other person, upon, over, under, and across (i) all of the Common Areas, (ii) all land within easement areas shown on recorded subdivision plats, and (iii) all land located along the interior of and within five (5') feet of each boundary of all Lots and all Dwellings, such land to be bounded by the exterior boundaries of such Lots and Dwellings and by lines in the interior of such Lots and Dwellings which are exactly five (5') feet from such exterior boundaries for the purpose of installing, replacing, repairing, maintaining all utilities, including, but not limited to storm sewers and drainage systems and electrical, gas, telephone, cable television, water, sewer, advanced water treatment, and irrigation lines.

Such easements may be granted or accepted by Declarant, its successors or assigns, or by the Board of Directors, provided, however, that for so long as Declarant owns any Lot or Dwelling primarily for the purpose of sale, or has the unexpired option to add the Additional Property or any portion thereof to the Development, the Board of Directors must obtain the written consent of Declarant prior to granting or accepting any such easements. To the extent practicable, all utility lines and facilities serving the Development and located therein shall be located underground. By virtue of any such easement, it shall be expressly permissible for the providing utility company or other supplier or servicer, with respect to the portions of the Development so encumbered, (i) to erect and maintain pipes, lines, manholes, pumps, and other necessary equipment and facilities, (ii) to cut and remove trees, bushes, or shrubbery, (iii) to grade, excavate, or fill, or (iv) to take any other similar action reasonably necessary to provide economical and safe installation, maintenance, repair, replacement, and use of such utilities and systems. Provided, however, the easements reserved herein shall not entitle the holders of such easements to construct or install any of the foregoing systems, facilities or utilities over, under or through any Dwelling, and any damage to a Lot or Dwelling resulting from the exercise of this easement shall promptly be repaired by, and at the expense of the Person exercising such easement.

3.09 Easements for Walks, Trails and Signs. There is hereby reserved for the benefit of Declarant, the Association, and their respective successors and assigns, the alienable, transferable, and perpetual right and easement upon, over, and across all land located along the interior of and within ten (10') feet of each boundary located adjacent to streets and roads, such lands to be bounded by such exterior boundaries adjacent to streets and roads and by lines in the interior of such Lots and Dwellings which are exactly ten (10') feet from such exterior boundaries, for the installation, maintenance, and use of sidewalks, jogging trails, bike paths, golf cart paths, traffic directional signs, and related improvements.

3.10 Easements for Road Construction. There is hereby reserved for the benefit of the Declarant and its successors and assigns, the temporary right and easement upon, over and across all unimproved land located along the interior of and within thirty (30') feet of each boundary located adjacent to streets and roads, such lands to be bounded by such exterior boundaries adjacent to streets and roads and by lines in the interior of such Lots and Dwellings which are exactly thirty (30') feet from such exterior boundaries, for the construction of such streets and roads. The easement provided in this Section 3.10 shall be deemed to commence upon the recording of this Declaration and shall terminate thirty (30) days following the completion of the street and road adjacent to such Lot or Dwelling.

3.11 Easements for Association. There is hereby reserved a general right and easement for the benefit of the Association, its directors, officers, agents, and employees, including, but not limited to, any manager employed by the Association and any employees of such manager, to enter upon any Lot or Dwelling, or any portion thereof in the performance of their respective duties. Except in the event of emergencies, this easement is to be exercised only during normal business hours and then, whenever practicable, only upon advance notice to and with permission of the Owner or Occupant of the Lot or Dwelling directly affected thereby.

3.12 Sales and Construction Offices. Notwithstanding any provisions or restrictions herein to the contrary, there is hereby reserved for the benefit of Declarant and its affiliates, successors and assigns the alienable and transferable right and easement in and to the Property for the construction and maintenance of signs, sales offices, construction offices, business offices, and model Dwellings, together with such other facilities as in the sole opinion of Declarant may be reasonably required, convenient, or incidental to the completion, improvement, or sale of Lots, Dwellings, Common Areas, or the Additional Property, for so long as Declarant owns any Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development. Declarant shall have the right to locate the above-described sales and construction offices within any property owned by Declarant without the additional consent of any Owners.

3.13 Easements for Additional Property. There is hereby reserved in Declarant, and its successors, assigns, and successors-in-title to the Additional Property, for the benefit of and as an appurtenance to the Additional Property and as a burden upon the Property, perpetual, non-exclusive rights and easements for (i) pedestrian and vehicular access, ingress, egress and parking over, across, within, and on all sidewalks, trails, parking facilities, water courses, and basins and water dependent structures which may from time to time be located within the Property or within easements serving the Property, (ii) the installation, maintenance, repair, replacement, and use within the Property and those portions of Lots encumbered pursuant to Section 3.08 hereof, for utility facilities and distribution lines, including, without limitation, drainage systems, storm sewers, and electrical, gas, telephone, water, sewer, and cable system lines, and (iii) drainage and discharge of surface water onto and across the Property, provided that such drainage and discharge shall not materially damage or affect the Development or any improvements from time to time located thereon.

3.14 Maintenance Easement. Subject to the terms of Section 5.02(b) hereof, there is hereby reserved for the benefit of Declarant, the Association, and their respective agents, employees, successors, and assigns, an alienable, transferable, and perpetual right and easement to enter upon any Lot and upon unimproved portions of any Dwelling, for the purpose of mowing, removing, clearing, cutting, or pruning underbrush, weeds, stumps, or other unsightly growth and removing trash, so as to maintain reasonable standards of health, fire safety, and appearance within the Development, provided that such easements shall not impose any duty or obligation upon Declarant or the Association to perform any such actions. Furthermore, there is hereby reserved for the benefit of Declarant, the Association, and their respective agents, employees, successors, and assigns, an alienable, transferable, and perpetual right and easement, but not the obligation, to enter upon any unimproved portions of Lots or Dwellings, which are located within thirty (30) feet from the water's edge of any lake, water course, pond, or other body of water within the Development, for the purpose of mowing such area and keeping the same clear and free from unsightly growth and trash, as well as for the purpose of maintaining such bodies of water, such maintenance to include, without limitation, dredging and the maintenance of reasonable water quality standards.

3.15 Environmental Easement. There is hereby reserved for the benefit of Declarant, the Association, and their respective Agents, employees, successors, and assigns, an alienable, transferable, and perpetual right and easement on, over, and across all Lots and all unimproved portions of Dwellings for the purpose of taking any action necessary to effect compliance with environmental rules, regulations, procedures from time to time promulgated or instituted by the Board of Directors or by any governmental entity, such easement to include, without limitation, the right to implement erosion control procedures and practices, the right to drain standing water, and the right to dispense pesticides and herbicides.
3.16 Wells and Effluent. There is hereby reserved for the benefit of Declarant and its affiliates, agents, employees, successors, and assigns, an alienable, transferable, and perpetual right and easement (i) to pump water from lakes, ponds, basins, water dependent structures, and other bodies of water located within the Development for the purpose of irrigating any portions of the Development, (ii) to drill, install, locate, maintain, and use wells, pumping stations, water towers, siltation basins and tanks, and related water and sewer treatment facilities and systems within the Common Areas and lands within the Property owned by the Declarant, or (iii) to spray or locate any treated sewage effluent within the Common Areas, or upon any Lot or upon unimproved portions of any Dwelling.

3.17 Golf Property Construction Easements. There is hereby reserved for the benefit of the Club Property temporary easements and rights of entry on, over and across all Lots, all unimproved portions of Dwellings and the Common Areas for the construction of certain improvements as follows:

(a) Water supply lines, irrigation lines, sanitary and storm sewer lines, electric and gas supply lines, telephone lines, other utility service lines, golf cart paths, and other improvements related to and reasonably necessary for the construction and operation of the Club Property.

(b) Improvements to the Club Property and all other related improvements over and across portions of the Property adjacent to and abutting the Club Property. The easement received herein shall extend for thirty (30') feet onto the Property along the contiguous property lines between the Property and the Club Property.

(c) The easement rights created in this Paragraph 3.17 shall include (i) the right to cut, trim, or remove any trees or other obstructions which may interfere with the construction, reconstruction, or operation of the Club Property, pile dirt and materials, and to operate equipment on the surface of the land, within the easement areas described herein, during periods of construction of the improvements to the Club Property; and (ii) the right of ingress and egress onto the easement areas described herein for the purpose of exercising the rights herein granted.

(d) The easement rights created herein shall be nonexclusive and Declarant and Owners shall have the right to use the land within the easement areas described herein for any purpose not inconsistent with the rights herein conveyed.

(e) Within a reasonable time after completion of any portion of the improvements to the Club Property, the surface of the easement areas described herein shall be restored as near as practicable to the condition found prior to the construction of such portion of the Club Property, including, without limitation, ground covers, plantings, roads, sidewalks and other improvements.

(f) The easement provided in Section 3.17(a) herein shall be deemed to commence upon the recording of this Declaration and shall be terminated thirty (30) days following the completion and the placement into service of the improvements to the Club Property.

(g) The easement provided in Section 3.17(b) herein shall be deemed to commence upon the recording of this Declaration and shall be terminated thirty (30) days following the completion and the placement into service of the last of the improvements comprising the Club Property.

3.18 Club Property Utility Easements. There is hereby reserved for the benefit of the Club Property, easements for utility service lines, golf course irrigation lines, communication lines and electric lines as follows:

(a) Upon the completion of the improvements to the Club Property, a permanent nonexclusive utility easement shall be deemed created over each utility service line for the maintenance, repair, replacement, and reconstruction of the utility service lines constructed for the benefit of the Club Property. The Utility Easements shall extend five (5') feet on either side of each utility service line as actually constructed, or such additional land as reasonably necessary to allow for the maintenance, repair, replacement and reconstruction of each utility service lines constructed for the benefit of the Club Property.

(b) Upon completion of the golf course irrigation system, a nonexclusive golf course irrigation easement shall be deemed created over each golf course irrigation water, communication, and electric line located on the Property for the maintenance, repair, replacement, and reconstruction of the golf course irrigation water, communication and electric lines.

(c) Upon completion of the improvements to the Club Property, Declarant, its successors or assigns, may prepare a plat or survey indicating the location and existence of the easements reserved herein and create and record specific easements, consistent with the terms hereof, for all or any portion of the improvements.

3.19 Club Access. The Declarant hereby reserves the right to grant perpetual access easements to the Club Owner and Club Users over portions of the Common Areas for pedestrian and vehicular access for the benefit of the Club Property.

3.20 Golf Cart Paths. There is hereby reserved for the benefit of the Club Property, a nonexclusive easement for the purpose of construction, maintenance, repair, and replacement of golf cart paths over and across portions of the Common Areas as designated on Plats to provide ingress and egress by and between portions of the Club Property. The Club Owner shall maintain the easements reserved herein in a safe and orderly manner. Further, the Club Owner shall have the right to install, replace, maintain and repair directional and safety signage within the Golf Cart Path Easements, as deemed reasonably necessary.

3.21 Golf Cart and Maintenance Vehicle Easement. There is hereby reserved for the benefit of the Club Property, a nonexclusive easement to Club Users to operate golf carts, operate machinery, equipment and maintenance vehicles as are reasonably necessary in connection with the operation and maintenance of the Club Property over and across all easements reserved in Section 3.19 herein, roads, streets, and rights-of-way within the Common Property.

3.22 Golf Course Play Easement. There is hereby reserved to the Club Users, a nonexclusive easement over and across the Common Areas, Lots and certain unimproved portions of Dwellings for the following purposes:

(a) Retrieval of golf balls, including the right to enter on any Lot or certain unimproved portions of Dwellings for that purpose, provided that the person retrieving the golf ball shall do so in a reasonable manner and will repair any damage caused by such entry.

(b) Flight of golf balls over, across and upon the Common Areas and Lots.

(c) Doing of every act necessary and incident to the playing of golf and other recreational activities on the Club Property, including, but not limited to, the operation of lighting facilities for operation of swimming, driving range, and golf practice facilities during hours of darkness, and the creation of usual and common noise levels associated with such recreational activities.

(d) Creation of noise related to the normal maintenance and operation of the Club Property, including, but not limited to, the operation of mowing and spraying equipment. Such noise may occur from early morning until late evening.

(e) An easement for the overspray of herbicides, fungicides, pesticides, fertilizers and water over portions of the Common Property and Lots located adjacent to the Club Property.

The easements reserved herein over certain unimproved portions of Dwellings are limited to any unimproved area situated outside of any fenced area but in no event more than twenty-five (25') feet from any point on the boundary of the Dwelling.

3.23 Damage by Errant Golf Balls. The Owners, for themselves and each and every subsequent Owner, hereby acknowledges and agrees that the existence of a golf course in the Club Property is beneficial and highly desirable; however, each Owner acknowledges and agrees that portions of the Property located adjacent to the Club Property are subject to the risk of damage or injury due to errant golf balls. The Owners, for themselves and each subsequent Owner, their successors and assigns, hereby assume the risk of damage and injury and hereby release the Declarant and any other owner of the Club Property, their respective successors and assigns, from any and all liability for damage or injury caused by errant golf balls in, on, or around the Lots, Dwellings and Common Property and agrees to indemnify and hold the Declarant and any other owner of the Club Property, their respective successors and assigns, harmless from any and all claims, actions, costs or liability arising from any damage or injury caused, directly or indirectly, by golf balls flying, landing, hitting, or resting in or around the Lots, Dwellings and Common Property. The obligation to indemnify, defend and hold harmless shall pass with title to each Lot, Dwelling and Common Property. Nothing contained herein shall be deemed to limit liability of the individual golfer who has struck the errant golf ball for any damage he or she has caused.


3.24 Encroachments. The construction of any improvements adjacent to or encroaching upon any pond, lake or other body of water within the Development is prohibited unless otherwise permitted by the Declarant and the Board of Directors and approved by the Architectural Review Board.

3.25 No Partition. There shall be no judicial partition of the Development or any part thereof, nor shall any person acquiring any interest in the Development or any part thereof seek any such judicial partition unless the Development has been removed from the provisions of this Declaration.

ARTICLE IV

MEMBERSHIP IN THE ASSOCIATION

4.01 Membership in the Association. Each Owner shall have a membership in the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot or Dwelling, and ownership of a Lot or Dwelling shall be the sole qualification for such membership. In the event that fee title to a Lot or Dwelling is transferred or otherwise conveyed, the membership in the Association which is appurtenant thereto shall automatically pass to such transferee. The foregoing is not intended to include Mortgagees or any other persons who hold an interest merely as security for the performance of an obligation, and the giving of a security interest shall not terminate or otherwise affect an Owner's membership in the Association. Where a mortgagee or other person holding an interest in a Lot or Dwelling as security for the performance of an obligation acquires title to such Lot or Dwelling through a foreclosure proceeding or the issuance of a deed in lieu of foreclosure, such mortgagee or other transferee shall be deemed to have a membership in the Association upon acquiring title to such Lot or Dwelling. Notwithstanding any of the foregoing to the contrary, no Owner, whether one or more persons, shall have more than one membership per Lot or Dwelling. In the event of multiple Owners of a Lot or Dwelling, votes and rights of use and enjoyment shall be as provided herein. The rights and privileges of membership, including the right to vote and to hold an office in the Association, may be exercised by a member, but in no event shall more than one vote be cast or more than one office held for each Lot or Dwelling, and further provided that a member casting a vote or holding an office with respect to his Lot or Dwelling shall not be entitled to cast an additional vote or to hold an additional office for the Lot upon which his residential unit is located. When more than one person holds an interest in any Lot or Dwelling, the vote for such Lot or Dwelling shall be exercised as those Owners of such Lot or Dwelling themselves determine and notify the Secretary or an Assistant Secretary of the Association prior to any meeting. In the absence of such notice, the vote appurtenant to such Lot or Dwelling shall be suspended in the event more than one person seeks to exercise it. Such a suspended vote shall be counted for the purpose of calculating a quorum, but such a suspended vote shall not be cast with regard to voting matters of the Association until the persons owning such Lot or Dwelling determine how such vote shall be cast and so advise the Secretary or Assistant Secretary of the Association. The voting weight Appurtenant to each Lot or Dwelling is equal and each Lot or Dwelling shall have one vote. Such voting weight shall continue to be equally apportioned upon the addition of all or a portion of the Additional Property to the Development, and each Lot or Dwelling therein shall have one vote. Each Owner, by acceptance of a deed or other conveyance for a Lot or Dwelling, consents and agrees to the dilution of his voting interest in the Association by virtue of the submission from time to time of the Additional Property or any portion thereof to the terms of this Declaration as provided herein.

ARTICLE V

MAINTENANCE

5.01 Responsibilities of Owners. Unless specifically identified herein or identified in a Supplemental Declaration, all maintenance and repair of Lots and Dwellings, together with all other improvements thereon or therein and all lawns, landscaping, and grounds on and within a Lot or Dwelling, shall be the responsibility of the Owner of such Lot or Dwelling. Unless the responsibility for such is vested in other Persons through a Supplemental Declaration, each Owner shall be responsible for maintaining such Owner's Lot or Dwelling, as the case may be, in a neat, clean, and sanitary condition, and such responsibility shall include the maintenance and care of all exterior surfaces of all Dwellings, buildings, and other structures and all lawns, trees, shrubs, hedges, grass, and other landscaping. As provided in Section 5.02(b) hereof, each Owner shall also be obligated to pay for the costs incurred by the Association for repairing, replacing, maintaining, or cleaning any item which is the responsibility of such Owner, but which responsibility such Owner fails or refuses to discharge. Except for the Declarant, no Owner shall: (i) decorate, change, or otherwise alter the appearance of any portion of the exterior of a Dwelling, building or other improvement or the landscaping, grounds, or other improvements within a Lot unless such decoration, change, or alteration is first approved, in writing, by the Architectural Review Board as provided in Article XI hereof, or (ii) do any work which, in the reasonable opinion of the Architectural Review Board, would jeopardize the soundness and safety of the Development, reduce the value thereof, or impair any easement or hereditaments thereto, without in every such case obtaining the written approval of the Architectural Review Board and the Owners directly affected thereby or benefiting from such easement or hereditament.

5.02 Association's Responsibility.

(a) Except as may be herein otherwise specifically provided, the Association shall maintain and keep in good repair all portions of the Common Areas, which responsibility shall include the maintenance, repair, and replacement of: (i) all roads, walks, trails, harbors, lakes, ponds, parking lots, landscaping, landscaped areas, and other improvements situated within the Common Areas or within the easements described in Section 3.09 hereof, (ii) such utility lines, pipes, plumbing, wires, conduits, and related systems which are a part of the Common Areas and which are not maintained by a public authority, public or private utility, or other person. The Association shall not be liable for injury or damage to any person or property: (A) caused by weather conditions or by any Owner or any other person not acting as either an agent or employee of the Association, (B) resulting from any rain or other surface water which may leak or flow from any portion of the Common Areas, or (C) caused by a pipe, plumbing, drain, conduit, appliance, equipment, or utility line or facility, the responsibility for the maintenance of which is that of the Association, becoming out of repair, nor shall the Association be liable to any Owner for loss or damage, by theft or otherwise, of any property of such Owner which may be stored in or upon any portion of the Common Areas or any other portion of the Property. No diminution or abatement of assessments, fees, or charges shall be claimed or allowed by reason of any alleged failure of the Association to take some action or to perform some function required to be taken or performed by the Association under this Declaration, or for inconvenience or discomfort arising from the making of improvements or repairs which are the responsibility of the Association, or from any action taken by the Association to comply with any law, ordinance, or with any order or directive of any municipal or other governmental authority, the obligation to pay such assessments, fees, and charges being a separate and independent covenant on the part of each Owner.

(b) In the event that Declarant or the Board of Directors determines that: (i) any Owner has failed or refused to discharge properly his or its obligations with regard to the maintenance, cleaning, repair, or replacement of items for which he or it is responsible hereunder, or (ii) the need for maintenance, cleaning, repair, or replacement which is the responsibility of the Association hereunder is caused through the willful or negligent act of an Owner, his family, tenants, guests, or invitees, and is not covered or paid for by insurance in whole or in part, then, in either event, Declarant or the Association, except in the event of an emergency situation, may give such Owner written notice of Declarant's or the Association's intent to provide such necessary maintenance, cleaning, repair, or replacement, at the sole cost and expense of such Owner and setting forth with reasonable particularity the maintenance, cleaning, repairs, or replacement deemed necessary. Except in the event of emergency situations, such Owner shall have fifteen (15) days within which to complete the same in a good and workmanlike manner, or in the event that such maintenance, cleaning, repair, or replacement is not capable of completion within said fifteen (15) day period, to commence said maintenance, cleaning, repair, or replacement and diligently proceed to complete the same in a good and workmanlike manner. In the event of emergency situations or the failure of any Owner to comply with the provisions hereof after such notice, Declarant or the Association may provide (but shall not have the obligation to so provide) any such maintenance, cleaning, repair, or replacement at the sole cost and expense of such Owner and said cost shall be added to and become a part of the assessment to which such Owner and his Lot or Dwelling are subject and shall become a lien against such Lot or Dwelling. In the event that Declarant undertakes such maintenance, cleaning, repair, or replacement, the Association shall promptly reimburse Declarant for Declarant's costs and expenses.

5.03 Neighborhood's Responsibility. Owners of Lots and Dwellings within each Neighborhood shall be responsible for paying, through Neighborhood Assessments, the costs of operating, maintaining, and insuring certain portions of the real property within such Neighborhood. This may include, without limitation, costs of maintaining any signage, entry features, right-of-way, landscaping, and open space between the Lots and Dwellings within the Neighborhood and adjacent streets within the Neighborhood, regardless of ownership and regardless of the fact that such maintenance may be performed by the Association. As an alternative, the Board may resolve that such maintenance shall be performed by the applicable Neighborhood Association, if any.

The Association may, but shall not be obligated to, assume maintenance responsibility for property within any Neighborhood, in addition to any property which the Association is obligated to maintain by this Declaration or any Supplemental Declaration by agreement with the Neighborhood Association. All costs of such maintenance shall be assessed as a Neighborhood Assessment against the Lots and Dwellings within the Neighborhood to which the services are provided.

ARTICLE VI

INSURANCE AND CASUALTY LOSSES

6.01 Insurance.

(a) The Board of Directors or its duly authorized agents shall have the authority to obtain and continue in effect adequate property insurance, in such form as the Board deems appropriate, for the benefit of the Association and insuring all insurable improvements in and to the Common Areas against loss or damage by fire or other hazards, including, without limitation, extended coverage, flood, vandalism, and malicious mischief, such coverage to be in an amount sufficient to cover the full replacement cost (without depreciation but subject to such deductible levels as are deemed reasonable by the Board) of any repair or reconstruction in the event of damage or destruction from any such hazard.

(b) The Board or its duly authorized agents shall have the authority to obtain and continue in effect a public liability policy covering all the Common Areas and all damage or injury caused by the negligence of the Association, its members, its directors and officers, or any of its agents. Such public liability policy shall provide such coverages as are determined to be necessary by the Board of Directors.

(c) The Board or its duly authorized agents shall have the authority and may obtain: (i) worker's compensation insurance to the extent necessary to comply with any applicable laws, and (ii) such other types and amounts of insurance as may be determined by the Board to be necessary or desirable.

(d) All such insurance coverage obtained by the Board of Directors shall be written in the name of the Association as trustee for each of the Owners and costs of all such coverage shall be a Common Expense. Exclusive authority to adjust losses under policies obtained by the Association and hereafter in force with respect to the Development shall be vested in the Board of Directors; provided, however, that no mortgagee or other security holder of the Common Areas having an interest in such losses may be prohibited from participating in the settlement negotiations, if any, related thereto. Insofar as permitted by law, the Association shall be required to make reasonable effort to secure insurance policies with the provisions hereinafter set forth.

(i) All policies shall be written with a company licensed to do business in the State of Oklahoma and holding a rating of A+ or better in such financial categories as established by Best's Insurance Reports, if such report is available or, if not available, its equivalent rating or the best rating possible.

(ii) All property insurance policies shall be for the benefit of the Owners and their Mortgagees as their interests may appear.

(iii) All policies shall contain a waiver of the insurer's right to cancel without first giving thirty (30) days' prior written notice of such cancellation to the Association and to any Mortgagee to which a mortgagee endorsement has been issued.

(iv) In no event shall the insurance coverage obtained and maintained by the Association's Board of Directors hereunder be brought into contribution with insurance purchased by individual Owners or their Mortgagees.

(v) All policies shall contain a waiver of subrogation by the insurer as to any claims against the Association, the Association's directors and officers, the Owners, and their respective families, servants, agents, tenants, guests, and invitees, including, without limitation, the Association's manager.

(vi) All policies shall contain a provision that no policy may be canceled, invalidated, or suspended on account of the conduct of one or more of the individual Owners, or their respective families, servants, agents, employees, tenants, guests, and invitees, or on account of the acts of any director, officer, employee, or agent of the Association or of its manager, without prior demand in writing delivered to the Association to cure the defect and the allowance of a reasonable time thereafter within which the defect may be cured.

(vii) All liability insurance shall contain cross-liability endorsements to cover liability of the Association to an individual Owner.

(e) It shall be the individual responsibility of each Owner at his own expense to provide, as he sees fit, public liability, property damage, title, and other insurance with respect to his own Lot and Dwelling. Notwithstanding the foregoing, Declarant shall not be required to maintain insurance on Lots or Dwellings owned by the Declarant.

6.02 Damage or Destruction to Common Areas. Immediately after the damage or destruction by fire or other casualty to all or any part of the Common Areas covered by insurance written in the name of the Association, the Board of Directors or its duly authorized agent shall proceed with the filing and adjustment of all claims arising under such insurance, and, in any such event, the Board shall obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged or destroyed property. Repair or reconstruction, as used in this Article VI, means repairing or restoring the damaged property to substantially the same condition in which it existed prior to the fire or other casualty. Unless within sixty (60) days following any damage or destruction to all or a part of the Common Areas, Declarant, for so long as Declarant owns a Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development, together with at least seventy-five percent (75%) of the total vote of the Association, shall otherwise agree, the Association shall restore or replace such damaged Common Areas. If the insurance proceeds, if any, for such damage or destruction are not sufficient to defray the cost thereof, and such deficiency cannot be appropriated from a reserve fund as may have been established for such purpose, the Board of Directors may levy a special assessment against all Owners, without the necessity of a vote pursuant to Section 9.04 hereof, such special assessment to be in an amount sufficient to provide funds to pay such excess cost of repair or reconstruction. Such a special assessment shall be levied against the Owners equally in the same manner as annual assessments are levied, and additional assessments may be made at any time during or following the completion of any repair or reconstruction. Any and all sums paid to the Association under and by virtue of such assessments shall be held by and for the benefit of the Association together with the insurance proceeds, if any, for such damage or destruction. Such insurance proceeds and assessments shall be disbursed by the Association in payment for such repair or reconstruction pursuant to and in accordance with such method of distribution as is established by the Board of Directors. Any proceeds remaining after defraying such costs shall be retained by and for the benefit of the Association. If it is determined that the damage or destruction for which the insurance proceeds are paid shall not be repaired or reconstructed, such proceeds shall be retained by and for the benefit of the Association, and the ruins of the Common Areas damaged or destroyed by fire or other casualty shall be cleared and the Common Areas left in a clean, orderly, safe, and sightly condition.

6.03 Damage or Destruction to Lots or Dwellings . In the event of damage or destruction by fire or other casualty to any Lots or Dwellings, and in the further event that either the Owner of such Lot or Dwelling elects not to repair or rebuild the damaged or destroyed Lot or Dwelling, such Owner making such election shall promptly clear away the ruins and debris of any damaged improvements of vegetation and leave such Lot or Dwelling in a clean, orderly, safe, and sightly condition. Should such Owner elect to repair or rebuild such Lot or Dwelling, such Owner shall repair or rebuild such Lot or Dwelling to substantially the same condition as existed prior to such fire or other casualty and in accordance with all applicable standards, restrictions, and provisions of this Declaration (including, without limitation, Article XI hereof). All such work or repair or construction shall be commenced promptly following such damage or destruction and shall be carried through diligently to conclusion.

 

ARTICLE VII

CONDEMNATION

7.01 Condemnation of Common Areas. Whenever all or any part of the Common Areas of the Development shall be taken by any authority having the power of condemnation or eminent domain, or is conveyed in lieu thereof by the Board of Directors acting on the agreement of at least seventy-five percent (75%) of the total vote of the Association and of Declarant, as long as Declarant owns a Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development, the award or proceeds made or collected for such taking or sale in lieu thereof shall be payable to the Association and shall be disbursed or held as follows:

(a) If the taking or sale in lieu thereof involves a portion of the Common Areas on which improvements have been constructed, then, unless within sixty (60) days after such taking Declarant, for so long as Declarant owns a Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development, together with at least seventy-five percent (75%) of the total membership of the Association, shall otherwise agree, the Association shall restore or replace such improvements so taken, to the extent practicable, on the remaining lands included in the Common Areas which are available therefor, in accordance with the plans approved by the Board of Directors, the Architectural Review Board, and by Declarant, for so long as Declarant owns a Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development. If the awards or proceeds are not sufficient to defray the cost of such repair and replacement and such deficiency cannot be appropriated from a reserve fund as may have been established for such purpose, the Board of Directors may levy a special assessment against all Owners, without the necessity of a vote pursuant to Section 9.04 hereof, such special assessment to be in an amount sufficient to provide funds to pay such excess cost of repair or reconstruction. Such a special assessment shall be levied against the Owners in the same manner as annual assessments are levied, and additional special assessments may be made at any time during or following the completion of any repair or reconstruction. If such improvements are not to be repaired or restored, the award or proceeds shall be retained by and for the benefit of the Association.

(b) If the taking or sale in lieu thereof does not involve any improvements to the Common Areas, or if there are funds remaining after any such restoration or replacement of such improvements is completed, then such award, proceeds, or funds shall be retained by and for the benefit of the Association.

(c) If the taking or sale in lieu thereof includes any portion of a Lot or Dwelling and also includes any part of the Common Areas, then a court of competent jurisdiction shall apportion such award or proceeds and such award or proceeds shall be disbursed to the Association and the Owners so affected so as to give just compensation to the Owners of any Lot or Dwelling taken for their interest in such Lot or Dwelling; provided, however, such apportionment may instead by resolved by the agreement of: (i) the Board of Directors, (ii) the Owners of all Lots or Dwellings wholly or partially taken or sold, together with the Mortgagees for each such Lot or Dwelling, and (iii) Declarant, as long as Declarant owns a Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development.

7.02 Condemnation of Lots or Dwellings.

(a) In the event that all or any part of a Lot or Dwelling is taken by any authority having the power of condemnation or eminent domain, or is conveyed in lieu thereof, and in the further event that the Owner of such Lot or Dwelling responsible for the maintenance and repair of such Lot or Dwelling elects not to restore the remainder of the Lot or Dwelling, then such Owner making such election shall promptly clear away any remaining improvements damaged or destroyed by such taking or conveyance and shall leave such Lot or Dwelling and any remaining undamaged improvements thereon in a clean, orderly, safe, and sightly condition. In addition, if the size or configuration of such Lot or Dwelling remaining after such taking or conveyance is insufficient to permit the restoration of the remaining improvements thereon or therein to their condition prior to such taking or conveyance in compliance with all applicable standards, restrictions, and provisions of this Declaration and all applicable zoning, subdivision, building, and other governmental regulations, then such Owner shall have the option, after clearing away all remaining improvements or portions thereof and placing the remainder in a clean, orderly, safe, and sightly condition referred to above, of deeding the remaining portion of the Lot or Dwelling to the Association as a part of the Common Areas, and thereafter any such Owner shall not have any further voting rights or membership rights or privileges in the Association or with respect to the Development and shall not be subject to any further assessments imposed by the Association and payable after the date of such deeding.

(b) In the event that any part of a Lot or Dwelling is taken by any authority having the power of condemnation or eminent domain, or is conveyed in lieu thereof, and if the Owner of such Lot or Dwelling responsible for the maintenance and repair of such Lot or Dwelling elects to restore the remainder of the same, such Owner making such election shall restore the remainder of such Lot or Dwelling as nearly as practicable to the same condition it was in prior to such taking or conveyance and in accordance with the applicable standards, restrictions, and provisions of this Declaration and all such work of restoration shall be commenced promptly following such taking or conveyance and shall be carried through diligently to conclusion.

(c) As to any Lot or other portion of the Development (or any portion thereof) owned by Declarant which has been approved or permitted by any governmental entity in any fashion for the construction or placement of any type of improvement or specified number of dwelling units thereon which is taken by an authority having the power of condemnation or eminent domain, or is conveyed in lieu thereof, Declarant shall have the right, but not the obligation, in its sole discretion, to seek any and all types of governmental approval to have those improvements or assigned number of dwelling units associated with the Lot or other portion of the Development taken by eminent domain designated, placed and constructed within other areas of the Property or Additional Property. All Owners by acceptance of a deed to any Lot or Dwelling within the Development, agree and consent to the approval, placement, and construction of the aforementioned improvements anywhere within the Property or Additional Property designated by Declarant.

 

ARTICLE VIII

ADMINISTRATION

8.01 Common Areas. The Association, subject to the rights of Declarant and the rights and duties of the Owners set forth in this Declaration, shall be responsible for the exclusive management and control of the Common Areas and all improvements thereon (including furnishings and equipment related thereto) and shall keep the same in a good, clean, attractive, and sanitary condition, order, and repair, pursuant to the terms and conditions thereof. Except to the extent otherwise required by the provisions of the Oklahoma Statutes relating to nonprofit corporations, this Declaration, the By-Laws, or the Articles of Incorporation, the powers herein or otherwise granted to the Association may be exercised by the Board of Directors, acting through the officers of the Association, without any further consent or action on the part of the Owners.

8.02 Duties and Powers. The duties and powers of the Association shall be those set forth in the provisions of the Oklahoma Statutes relating to nonprofit corporations, this Declaration, the By-Laws, and the Articles of Incorporation, together with those reasonably implied to effect the purposes of the Association; provided, however, that if there are conflicts or inconsistencies between the Oklahoma Statutes, this Declaration, the By-Laws, and the Articles of Incorporation, in that order, shall prevail, and each Owner of a Lot or Dwelling, by acceptance of a deed or other conveyance therefor, covenants to vote in favor of such amendments as will remove such conflicts or inconsistencies. The Association may exercise any other right or privilege given to it expressly by this Declaration or by law, together with every other right or privilege reasonably to be implied from the existence of any right or privilege given to it herein or reasonably necessary to effectuate any such right or privilege. Such powers of the Association shall include, but shall not be limited to, the power to purchase or otherwise receive title to one or more Lots or Dwellings and to hold, lease, mortgage, sell, and convey the same. Such duties may include, but shall not be limited to, arranging with governmental agencies, public or private utilities, or others, as a Common Expense or by billing directly to Lots and Dwellings, to furnish trash collections, water, sewer, and/or security service for the Common Areas and/or the Lots and Dwellings. Notwithstanding the provisions of this Declaration to the contrary, as long as Declarant shall own any Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development, the Association shall not, without the consent of Declarant, borrow money or pledge, mortgage, or hypothecate all or any portion of the Common Areas. (as amended 6-13-09)

8.03 Agreements. Subject to the prior approval of Declarant as long as Declarant owns a Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development, all agreements and actions lawfully authorized by the Board of Directors shall be binding upon all Owners, their heirs, legal representatives, successors, and assigns, and all others having an interest in the Development or the privilege of possession and enjoyment of any part of the Development; and in performing its responsibilities hereunder, the Association, through its Board of Directors, shall have the authority to delegate to persons of its choice such duties of the Association as may be determined by the Board of Directors. In furtherance of the foregoing and not in limitation thereof, the Association may obtain and pay for the services of any person or entity to manage its affairs or any part thereof, to the extent it deems advisable, as well as such other personnel as the Association shall deem necessary or desirable for the proper operation of the Development, whether such personnel are furnished or employed directly by the Association or by any person or entity with whom or with which it contracts. All costs and expenses incident to the employment of a manager shall be a Common Expense. During the term of such management agreement, such manager may, if authorized by the Board of Directors, exercise all of the powers and shall be responsible for the performance of all the duties of the Association, excepting any of those powers or duties specifically and exclusively reserved to the directors, officers, or members of the Association by this Declaration or the By-Laws. Such manager may be an individual, corporation, or other legal entity, as the Board of Directors shall determine, and may be bonded in such a manner as the Board of Directors may require, with the cost of acquiring any such bond to be a Common Expense. In addition, the Association may pay for, and the Board of Directors may hire and contract for, such legal, accounting and other professional services as are necessary or desirable in connection with the operation of the Development or the enforcement of this Declaration, the By-Laws, or the rules and regulations of the Association.

8.04 Management Agreement. The Declarant or an affiliate shall be employed as the manager of the Association and the Development for a period of five (5) years commencing with the recording of this Declaration. Thereafter, the Board of Directors of the Association shall select and employ the entity or individual to act as manager of the Association and the Development, provided, however, following the expiration of the above-referenced five (5) year term of Declarant, as manager and continuing for a period of two (2) years thereafter, no individual or entity shall be employed as manager of the Association and the Development without the written approval of the Declarant.

8.05 Personal Property and Real Property for Common Use. The Association, through action of its Board of Directors, may acquire and hold tangible and intangible personal property and real property and may dispose of the same by sale or otherwise. All funds received and title to all properties acquired by the Association and the proceeds thereof, after deducting therefrom the costs incurred by the Association in acquiring or selling the same, shall be held by and for the benefit of the Association. The shares of the Owners in the funds and assets of the Association cannot be individually assigned, hypothecated, or transferred in any manner, except to the extent that a transfer of the ownership of a Lot or Dwelling also transfers the membership in the Association which is an appurtenance to such Lot or Dwelling.

8.06 Rules and Regulations. As provided in Article XII hereof, the Association, through its Board of Directors, may make and enforce reasonable rules and regulations governing the use of the Lots, Dwellings, and Common Areas, which rules and regulations shall be consistent with the rights and duties established by this Declaration.

ARTICLE IX

ASSESSMENTS

9.01 Purpose of Assessments. The assessments for Common Expenses provided for herein shall be used for the general purposes of promoting the recreation, health, safety, welfare, common benefit, and enjoyment of the Owners and occupants of the Development, and maintaining the Development and improvements therein, all as may be more specifically authorized from time to time by the Board of Directors.

9.02 Creation of Lien and Personal Obligation of Assessments. Each Owner of a Lot or Dwelling, by acceptance of a deed or other conveyance thereof, whether or not it shall be so expressed in such deed or conveyance, is deemed to covenant and agree to pay to the Association: (a) annual assessments to be established and collected as provided in Section 9.03 hereof, (b) special assessments to be established and collected as provided in Section 9.04 hereof, (c) individual or specific assessments against any particular Lot or Dwelling which are established pursuant to the terms of this Declaration, including, but not limited to, fines as may be imposed against such Lot or Dwelling in accordance with Article XIII hereof, (d) Neighborhood Assessments as applicable and as established and collected as provided in Section 9.06 herein, and (e) Club Assessments which may be established and collected as provided in Section 9.03 hereof. Any such assessments, together with late charges, interest on the unpaid balance at the default rate per annum, and court costs and attorneys' fees incurred to enforce or collect such assessments, shall be an equitable charge and a continuing lien upon the Lot or Dwelling, the Owner of which is responsible for payment. Each Owner shall be personally liable for assessments coming due while he is the Owner of a Lot or Dwelling, and his grantee shall take title to such Lot or Dwelling subject to the equitable charge and continuing lien therefor, but without prejudice to the rights of such grantee to recover from his grantor any amounts paid by such grantee therefor; provided, however, the lien for unpaid assessments shall not apply to the holder of any first priority Mortgage or to the holder of any Mortgage securing a loan made by Declarant, its affiliates, successors, or assigns, and who takes title to a Lot or Dwelling through foreclosure or through conveyance of a deed in lieu of foreclosure or to any purchaser of such Lot or Dwelling at such foreclosure sale. In the event of co-ownership of any Lot or Dwelling, all of such co-Owners shall be jointly and severally liable for the entire amount of such assessments. Assessments shall be paid in such manner and on such dates as may be fixed by the Board of Directors, provided that unless otherwise specifically provided by the Board or in this declaration, the annual assessments, including club assessments, shall be paid in advance at the beginning of the fiscal year of the Association. “For all platted Lots or Dwellings owned by Declarant, yearly assessments shall be paid in arrears at the end of the fiscal year of the Association; provided, however, if a Lot or Dwelling is sold during the fiscal year, the entire yearly assessment for that year shall be payable at the time of the sale. Notwithstanding the foregoing, the following qualifications and limitations on the assessments payable by Declarant (as hereinafter specially defined for purposes of these qualifications and limitations) shall apply: (A) So long as Declarant owns any platted Lots or unoccupied Dwellings, Declarant shall not be subject to any additional assessment with respect to such Lots or unoccupied Dwellings that may hereafter adopted by the Association to provide incentive or assistance funds for the construction of a golf club house on the Club Property or assistance in the maintenance or operation of the golf course on the Club Property; and (B) the yearly assessment payable by the Declarant with respect to any such platted Lot or unoccupied Dwelling shall reduce in accordance with the following schedule:

(1) For the first year, measured from the date the Lot is deemed developed (as hereinafter defined), the assessment on the Lot or unoccupied Dwelling shall be the full amount determined as provided for other non-Declarant owned Lots (herein a “Full Assessment”). For all Lots deemed developed as of the date of this Amendment the foregoing one-year period shall be deemed to start on the effective date of this Amendment, and the subsequent yearly periods described below will be measured from the effective date of this Amendment.

(2) For the second year after the Lot is deemed developed, the yearly assessment shall be one-half (1/2) of the Full Assessment.

(3) For the third year after the Lot is deemed developed and thereafter until the Lots is sold, the yearly assessment shall be one-quarter (1/4) of the Full Assessment.

(4) The reduced assessments shall apply only to the Declarant. Therefore, if a Lot is sold during any fiscal year the portion of the assessment attributable to portion of the year after the sale (and payable at the time of sale) shall be a pro rata portion of the Full Assessment and a pro rata portion of any Club Assessment for that year. Because the reductions may occur at times other than the beginning of a fiscal year, the yearly assessment for a fiscal year may have to be determined using two different rates.

For purposes of the foregoing schedule of reducing assessments, a Lot shall be deemed “developed” when the street serving the Lot is paved and available for vehicular access to the Lot and electric service to the Lot is available in the platted easement serving the Lot. Also, for purposes of clauses (A) and (B) of this Section 9.02, the term Declarant shall mean Deer Creek Land Development Company, LLC, Real Estate Holding, LLC, Series C (herein “REH3”), and the immediate transferee of all Lots and Dwelling owned by REH3.” (as amended 3-30-09 & 6-13-09)

9.03 Computation of Annual Assessments.

(a) It shall be the duty of the Board at least thirty (30) days prior to the Association's annual meeting to prepare a budget covering the estimated Common Expenses during the coming year, such budget to include contributions to a reserve account if necessary for the future capital needs of the Association. The Board shall cause a copy of the budget and the proposed total of the annual assessments to be levied against Lots or Dwellings for the following year to be delivered to each Owner at least fifteen (15) days prior to such meeting. The budget and the annual assessments shall become effective unless disapproved at the annual meeting by either: (i) Declarant, as long as Declarant has the authority to appoint and remove directors and officers of the Association, or (ii) a vote of a majority of the votes of the Owners who are voting in person or by proxy at such meeting. Notwithstanding the foregoing, in the event the proposed budget is not approved or the Board of Directors fails for any reason to determine the budget for the succeeding year, then and until such time as a budget shall have been determined as provided herein, the budget and annual assessments in effect for the then current year shall be increased in proportion by the greater of either ten (10%) percent of the budget and assessments for the previous year or by the percentage increase, if any, over the previous year's Consumer Price Index for all Urban Consumers, United States City Average, All Items (1982-84=100), or its successor index, and such increased budget shall be implemented for the succeeding year, until a new budget shall have been approved as provided above. Once the budget has been determined and becomes effective, the Association will forward to each Owner a statement indicating the Owner’s portion of the annual assessments due for the succeeding year which shall be due and payable to the Association within thirty (30) days of receipt of the statement. If any budget at any time proves inadequate for any reason, then the Board may call a meeting of the Association for the approval of a special assessment as provided in Section 9.04 hereof. The Common Expenses to be funded by the annual assessments may include, but shall not necessarily be limited to, the following:

(i) management fees and expenses of administration, including legal and accounting fees;

(ii) utility charges for utilities serving the Common Areas and charges for other common services for the Development, including trash collection and security services, if any such services or charges are provided or paid by the Association;

(iii) the cost of any policies of insurance purchased for the benefit of all the Owners and the Association as required or permitted by this Declaration, including fire, flood, and other hazard coverage, public liability coverage, and such other insurance coverage as the Board of Directors determines to be in the interests of the Association and the Owners;

(iv) the expenses of maintenance, operation, and repair of those portions of the Common Areas which are the responsibility of the Association under the provisions of this Declaration;

(v) the expenses of maintenance, operation, construction repair and replacement of other amenities and facilities serving the Development, the maintenance, operation, construction, repair and replacement of which the Board from time to time determines to be in the best interest of the Association;

(vi) the expenses of the Architectural Review Board which are not defrayed by plan review charges;

(vii) ad valorem real and personal property taxes assessed and levied against the Common Areas;

(viii) the expenses for conducting recreational, cultural, or other related programs for the benefit of the Owners and their families, tenants, guests, and invitees;

(ix) such other expenses as may be determined from time to time by the Board of Directors of the Association to be Common Expenses, including, without limitation, taxes and governmental charges not separately assessed against Lots or Dwellings;

(x) the expenses of maintenance, operation, repair and reconstruction of any and all roadways, pathways, trails, lakes, waterways and landscaped areas within the property and additional property which have not been designated as Common Areas and conveyed to the Association;

(xi) all expenses associated with the acquisition and employment of individuals or entities supplying security services to the Association on behalf of the Owners of Lots and Dwellings within the Development (such expenses shall include payments made to the Declarant by the Association for the above-referenced security services provided by Declarant); and

(xii) the establishment and maintenance of a reasonable reserve fund or funds: (a) for maintenance, repair, and replacement of those portions of the Common Areas which are the responsibility of the Association and which must be maintained, repaired, or replaced on a periodic basis, (b) to cover emergencies and repairs required as a result of casualties which are not funded by insurance proceeds, and (c) arising from unpaid assessments or liens, as well as from emergency expenditures and other matters, all as may be authorized from time to time by the Board of Directors.

(b) The total annual assessments shall be divided equally among the Lots and Dwellings. Upon the addition of the Additional Property or any portion thereof to the Development, the Lots and Dwellings being added to the Development shall thenceforth pay assessments which are equal to those imposed upon Lots and Dwellings previously in the Development. In such event, the Association's budget shall be accordingly revised by the Board, without the necessity of approval by the Owners, to include Common Expenses and assessments related to such additional Lots and Dwellings.

(c) In addition to the regular annual assessments as determined above, the Association may levy and collect a Club Assessment against each Lot (other than Lots owned by the Declarant, including any successor Declarant) if construction of an Association-Approved Golf Club house is commenced on the Club Property. The first Club Assessment will be a special assessment in the amount of $200 per lot and may be levied in calendar year 2009, but only if the construction of an Association-Approved Golf Clubhouse is commenced before November 1, 2009. If construction of an Association-Approved Golf Clubhouse is commenced after November 1, 2009 and before January 1, 2010, the Association will levy and collect a Club Assessment of $400 per Lot for 2010 as of January 1, 2010. If an Association-Approved Golf Clubhouse is not commenced until after January 1, 2010 or until after the first day of any subsequent calendar year, the first Club Assessment will be levied upon such commencement in a prorated maximum amount determined by multiplying $400 by a fraction whose numerator is the number of days remaining in the year after the date of commencement and whose denominator is 365. After the initial Club Assessment is levied, subsequent annual Club Assessments will be levied in the maximum amount of $400 per Lot per year as of the first day of each calendar year if the Association-Approved Golf Clubhouse has been completed. Construction of the Association-Approved Golf Clubhouse shall be deemed to have been commenced when the site has been cleared and graded and the footings have been poured. Construction of the Association-Approved Golf Clubhouse shall be deemed to have completed when a final certificated of use and occupancy for the entire Association-Approved Golf Clubhouse has been issued by the applicable governmental authority(ies) and Association-Approved Golf Clubhouse has opened for use by the Members. Collected Club Assessments shall be paid to the Club Owner upon receipt by the Association or as otherwise agreed in writing between the Association and Club Owner. The Association may establish the conditions and timing of payments of funds from the Club Assessments to the owner of the Club Property in the reasonable discretion of the Board of the Association, as determined from time to time. Nothing contained herein shall be deemed to constitute the Declarant or any subsequent owner of the club Property as third party beneficiary of the provisions of this Section 9.03(c) entitled to enforce the same. Notwithstanding the foregoing, the Association may enter into a separate binding contract with the owner of the Club Property regarding the payment of funds from Club Assessments to such owner.” (as amended 3-30-09 & 6-13-09)

9.04 Special Assessments. In addition to the annual assessments authorized above, the Association, acting through its Board of Directors, may levy, in any assessment year, special assessments for Common Expenses, applicable to that year only, provided that except as otherwise permitted in Sections 6.02 and 7.01 hereof, any such assessment shall be approved by: (i) Declarant, as long as Declarant owns any Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development, and (ii) by a majority of the votes of the Owners who are voting in person or by proxy at a meeting duly called for this purpose in accordance with the provisions of Section 9.08 hereof. The Board of Directors may make such special assessments payable in installments over a period which may, in the Board's discretion, extend in excess of the fiscal year in which adopted. Such special assessments are to be prorated among the Lots and Dwellings as provided with respect to annual assessments.

9.05 Individual Assessments. Any expenses of the Association occasioned by the conduct of less than all of the Owners or by the family, tenants, agents, guests, or invitees of any Owner shall be specially assessed against such Owners and their respective Lots or Dwellings. The individual assessments provided for in this Section 9.05 shall be levied by the Board of Directors and the amount and due date of such assessment so levied by the Board shall be as specified by the Board.

9.06 Computation of Neighborhood Assessments. At least thirty (30) days prior to the Association's annual meeting, the Board shall prepare a separate budget for each Neighborhood covering the estimated Neighborhood Expenses, if any, expected to be incurred on behalf of such Neighborhood during the coming year. The Board shall be entitled to set such budget only to the extent that (a) this Declaration, any Supplemental Declaration, or the By-Laws specifically authorize the Board to assess certain costs as a Neighborhood Assessment, or (b) the Association expects to incur expenses to provide additional services for a Neighborhood. Any Neighborhood may request that additional services or an increased level of services be provided by the Association, and in such case, any additional costs shall be added to such budget. Such budget shall include a reserve contribution establishing a fund for repair and replacement of items maintained as a Neighborhood Expense, if any, within the Neighborhood.

Neighborhood Expenses shall be levied as a Neighborhood Assessment against the Lots and Dwellings within the benefited Neighborhood as provided for in any Supplemental Declaration. If specified in the Supplemental Declaration applicable to such Neighborhood, any portion of the assessment intended for exterior maintenance or replacement reserves shall be levied on each of the benefited Lots or Dwellings in proportion to the benefit received. Such proportion shall be specified in the Supplemental Declaration applicable to such Neighborhood.

Neighborhood budgets shall become effective unless disapproved by a majority vote of the Owners in the Neighborhood for which the Neighborhood budget applies. There shall be no obligation to call a meeting for the purpose of considering the Neighborhood budget except on petition of Owners representing at least ten (10%) percent of votes in such Neighborhood. Notice of Neighborhood Assessment shall be provided as set forth in Section 9.06. The right to disapprove shall apply only to those line items in the Neighborhood budget which are attributable to services requested by the Neighborhood. In the event the Owners within any Neighborhood disapprove any line item of a Neighborhood budget, the Association shall not be obligated to provide the services anticipated to be funded by such line item of the budget. If the Board fails for any reason to determine the Neighborhood budget for any year or if the budget is disapproved, then and until such time as such budget shall have been determined as provided herein, the Neighborhood budget in effect for the immediately preceding year shall continue for the current year.

9.07 Assessments on Property Resales. In addition to the annual assessments, special assessments and individual assessments as provided herein, each Owner of a Lot or Dwelling shall at the closing of the resale of such Lot or Dwelling pay to the Association an amount equal to one-fourth (1/4) of one (1%) percent of the gross sales price of such Dwelling or one-half (1/2) of one (1%) percent of the gross sales price of such Lot. For purposes of this Paragraph 9.07, "Resale" is defined as any transfer of legal or equitable title to all or any portion of the property for valuable consideration, other than by gift, inheritance, or mortgage foreclosure, where said transfer occurs subsequent to the initial sale by the Declarant, its successors or assigns, to a bona fide purchaser for value. A Resale transfer of legal or equitable title shall also include, but is not limited to, the execution of (i) a contract of sale which provides for a closing more than one (1) year beyond the date of execution of said contract; (ii) a lease for a term, including renewal terms, in excess of one (1) year with a purchase option which applies rental payments toward the purchase price; or (iii) an option for a term, including renewal terms, in excess of one (1) year which applies option payments toward the purchase price. (as amended 3-30-09)

All amounts collected as a result of Resales as described herein shall be used for such purposes for the benefit of the Association, the Common Areas, or the Development as a whole, as may be determined in the sound discretion of the Board.” (as amended 3-30-09)

9.08 Notice of Meeting and Quorum. Written notice of the annual meeting of the Association, as well as any other meeting called for the purpose of taking any action authorized under Section 9.03 and 9.04 hereof, shall be sent to all Members not less than fifteen (15) days nor more than forty-five (45) days in advance of such meetings. With respect to annual and special meetings of the Members of the Association, the presence of Members or proxies entitled to cast over one-third (1/3) of all votes of the Association shall constitute a quorum. Any Member whose right to vote has been suspended shall not be considered as a Member of Association for purposes of determining a quorum. Any Member who does not attend the annual or a special meeting of the Association and who has not given a valid proxy to another person in attendance at such meeting, shall be deemed to have given that Owner’s proxy to the Board for purposes of constituting a quorum and voting. Such proxy may be voted by any member of the Board, or in the event of a disagreement, by a majority of the Directors on the Board. (as amended 3-30-09)

9.09 Liens. All sums assessed against any Lot or Dwelling pursuant to this Declaration, together with court costs, reasonable attorneys' fees, late charges, and interest as provided herein, shall be secured by an equitable charge and continuing lien on such Lot or Dwelling in favor of the Association. Such liens shall be superior to all other liens and encumbrances on such Lot or Dwelling except only for: (i) liens of ad valorem taxes, and (ii) liens for all sums unpaid on a first priority Mortgage or on any Mortgage to Declarant, or its affiliates, successors, or assigns, and all amounts advanced pursuant to any such Mortgage and secured thereby in accordance with the terms of such instrument. Notwithstanding the foregoing to the contrary, the subordination of assessments and charges to the lien of such Mortgages shall only apply to such assessments and charges which have become due and payable prior to a foreclosure. All other persons acquiring liens or encumbrances on any Lot or Dwelling after this Declaration has been recorded shall be deemed to consent that such liens or encumbrances shall be inferior to such future liens for assessments and charges as provided herein, whether or not such prior consent shall be specifically set forth in the instruments creating such liens or encumbrances.

9.10 Effect of Nonpayment; Remedies of the Association. Any Assessments or charge of an Owner or any portions thereof which are not paid when due shall be delinquent. Any assessment or charge delinquent for a period of more than ten (10) days after the date when due shall incur a late charge in an amount as may be determined by the Board from time to time and shall also commence to accrue interest at the default rate. A lien and equitable charge as herein provided for each assessment or charge shall attach simultaneously as the same shall become due and payable, and if an assessment or charge has not been paid within thirty (30) days, the entire unpaid balance of the assessment or charge may be accelerated at the option of the Board and be declared due and payable in full. The continuing lien and equitable charge of such assessment or charge shall include the late charge established by the Board of Directors, interest on the principal amount due at the rate default rate per annum or the maximum interest rate allowed by the laws of the State of Oklahoma, whichever is lower. All costs of collection (including reasonable attorneys' fees and court costs), and any other amounts provided or permitted hereunder or by law. In the event that the assessment or charge remains unpaid after sixty (60) days from the original due date, the Association may, as the Board shall determine, institute suit to collect such amounts and to foreclose its lien. The equitable charge and lien provided for in this Article shall be in favor of the Association, and each Owner, by his acceptance of a deed or other conveyance to a Lot or Dwelling vests in the Association and its agents the right and power to bring all actions against them personally for the collection of such assessments and charges as a debt and/or to foreclose the aforesaid lien in the same manner as other liens for the improvement of real property. The Association shall have the power to bid on the Lot or Dwelling at any foreclosure sale and to acquire, hold, lease, mortgage, and convey the same. No Owner may waive or otherwise escape liability for the assessments and charges provided for herein, including by way of illustration but not limitation, non-use of the Common Areas or abandonment of his Lot or Dwelling, and an Owner shall remain personally liable for assessments, charges, interest, and late charges which accrue prior to a sale, transfer, or other conveyance of his Lot or Dwelling. (as amended 6-13-09)

9.11 Certificate. The Treasurer, any Assistant Treasurer, or the manager of the Association shall, within ten (10) days of a written request and upon payment of such fee as is from time to time determined by the Board of Directors, furnish to any Owner or such Owner's Mortgagee which requests the same, a certificate in writing signed by said Treasurer, Assistant Treasurer, or manager setting forth whether the assessments and charges for which such Owner is responsible have been paid, and, if not paid, the outstanding amount due and owing, together with all fines, accrued interest, and other penalty charges. Such certificate shall be conclusive evidence against all but such Owner of payment of any assessments and charges stated therein to have been paid.

9.12 Date of Commencement of Annual Assessments. The annual assessments provided for herein shall commence as to each Lot and Dwelling on the later of: (i) the day on which such Lot or Dwelling is submitted to this Declaration, or (ii) the date of completion of the road right-of-way immediately adjacent to such Lot or Dwelling. The annual assessments shall be due and payable in such manner and on such schedule as the Board of Directors may provide. Annual assessments and any outstanding special assessments shall be adjusted for such Lot or Dwelling according to the number of months then remaining in the then fiscal year of the Association and the number of days then remaining in the month in which such Lot or Dwelling is first conveyed. Annual and special assessments for Lots and Dwellings in portions of the Additional Property hereafter submitted to the terms of this Declaration shall commence with respect to each such Lot and Dwelling on the day of the recording of the amendment to the Declaration so submitting such parcels, and annual and special assessments for each such Lot and Dwelling shall be adjusted according to the number of months then remaining in the fiscal year of the Association and the number of days then remaining in the month in which such assessments commence.

ARTICLE X

RECREATIONAL COVENANT

10.01 Purpose. Declarant's plan for the Development is based upon Declarant's desire to establish a residential community with significant social and recreational components. In furtherance of this goal, Declarant has established the Club to operate and maintain the social and recreational facilities within the Development for the benefit of the Owners. By this Recreational Covenant, Declarant desires to provide for issuance of a Membership (as described below) in the Club for each Lot or Dwelling.

10.02 Binding Effect. Declarant, as the owner of the Property and the Club Property, hereby declares that all of the Property shall be held, sold, and conveyed subject to the covenants, conditions, and easements contained herein, which shall run with the title to all the Property. This Covenant shall be binding upon all Persons having any right, title or interest in any portion of the Property, their heirs, successors, successors-in-title, and assigns and shall inure to the benefit of the Club Owner.

10.03 Issuance of Memberships. Declarant, as the Club Owner, shall cause a membership (the "Membership") to be issued to all Owners entitling an Owner to use and enjoyment of all the recreational facilities within the Club Property and in accordance with the Club Plan. Only one Membership shall be issued for each Lot or Dwelling. If more than one person holds title to a Lot or Dwelling, the Membership will be issued to a designated Owner.

10.04 No Ownership Interest. No Owner, by virtue of ownership of a Lot or Dwelling or by virtue of holding the Membership in the Club, acquires any ownership interest, beneficial interest, or other vested interest whatsoever in the Club or the Club Owner, but only the privilege of using and enjoying the Club's facilities in accordance with the Club Plan, as amended from time to time.

10.05 Membership Fees. Each Owner of a Lot or Dwelling, by accepting a deed to such Lot or Dwelling is deemed to covenant and agree to pay the membership fees and dues charged by Club Owner in accordance with the Club Plan and any other charges incurred by such Owner ("Membership Fees") in a timely manner. All such Membership Fees, together with interest (computed from its due date at a maximum rate of 18% per annum or such higher rate as Club Operator may establish, subject to the limitations of Oklahoma law), late charges, costs, and reasonable attorneys' fees, shall be the personal obligation of the Owner.

10.06 Failure to Pay Fees. Should an Owner fail to pay Membership Fees in accordance with the Club Plan, the Membership of that Owner shall, at the option of the Declarant or other owner of the applicable Club Property be terminated, and thereafter that Membership shall cease to exist. Notwithstanding the foregoing, termination of a Membership shall not relieve the Owner whose Membership has been terminated of the personal obligation to pay all dues, fees and charges accrued or incurred prior to termination. Upon transfer of a Lot or Dwelling Unit by an Owner whose associated Membership has been terminated, a subsequent purchaser shall be required to purchase a Membership in the Club at the then prevailing purchase price for a Membership and shall be required to pay any delinquent dues, fees and charges of the transferring Owner. (as amended 3-30-09)

ARTICLE XI

ARCHITECTURAL STANDARDS

11.01 Purpose. In order to preserve the natural setting and beauty of the Development, to establish and preserve a harmonious and aesthetically pleasing design for the Development, and to protect and promote the value of the Development, the Lots, Dwellings, and all improvements located therein or thereon shall be subject to the restrictions set forth in this Article XI. Every grantee of any interest in the Development, by acceptance of a deed or other conveyance of such interest, agrees to be bound by the provisions of this Article XI.

11.02 Architectural Review Board. The Board of Directors shall establish the ARB of not less than three (3) members. Any member appointed by the Board may be removed with or without cause by the Board at any time by written notice to such appointee, and a successor or successors appointed to fill such vacancy shall serve the remainder of the term of the former member. Notwithstanding the foregoing to the contrary, any member appointed to the ARB by the Board shall be subject to the prior approval of Declarant until that date which is three (3) years from and after the date on which Declarant's right to appoint and remove officers and directors of the Association is terminated. The ARB shall elect a chairman and he, or in his absence, the vice chairman, shall be the presiding officer at its meetings. The ARB shall meet at least once in each calendar month, as well as upon call of the chairman, and all meetings shall be held at such places as may be designated by the chairman. A majority of the members shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of those present in person or a proxy at a meeting of the ARB shall constitute a quorum for the transaction of business, and affirmative vote of a majority of those present in person or by proxy at a meeting of the ARB shall constitute the action of the ARB on any matter before it. The ARB is authorized to retain the services of consulting architects, landscape architects, urban designers, engineers, inspectors, attorneys, and/or other professionals in order to advise and assist the ARB in performing its functions set forth herein. Each member of the ARB may be paid a stipend or honorarium as from time to time determined by the Board.

11.03 Permitted Improvements. No improvements of any nature whatsoever shall be constructed, altered, added to, or maintained upon any part of the Development, except: (i) for Dwellings and other improvements which are constructed by Declarant, (ii) such improvements as are approved by the ARB in accordance with this Article XI, or (iii) improvements which pursuant to this Article XI do not require the consent of the ARB.

11.04 Construction of Improvements.

(a) All buildings, structures, or other improvements on or with respect to any Lot or Dwelling shall be located only within the set-back lines specified on the plats thereof recorded at the time of submission of said Lots or Dwellings to this Declaration, provided that the ARB shall be empowered to grant variances with respect to such set-back lines.

(b) No construction of improvements on any Lots or Dwellings shall be undertaken or conducted on Sundays or holidays as established by the ARB, except for: (i) construction activities of Declarant, (ii) emergency situations involving the potential loss, injury, or damage to persons or property, and (iii) as otherwise permitted by the ARB.

(c) The ARB shall maintain a list of builders that are approved to construct Dwellings within the Development. Should an Owner desire to construct a Dwelling, that Owner shall be required to use a builder so approved.

(d) The ARB, in its sole discretion, may require that any Owner, contractor and/or subcontractor for any planned improvements within the Development post payment and/or performance bonds with the ARB to assure that such contractor or subcontractor shall satisfactorily complete such improvements, such bonds to be in the name of the Association and to be in form and amount satisfactory to the ARB Furthermore, the ARB, in its sole discretion, may require that an Owner place in escrow with the ARB a sum of no more than Five Thousand Dollars ($5,000) in order to assure the completion of all improvements, including landscaping, in accordance with the approved plans and specifications and within the time periods provided in this Section 11.03 and in Section 11.05 hereof. The exterior of any improvement permitted by this Declaration shall be completed within eighteen (18) months after the construction of same shall have been commenced, except where the ARB allows for an extension of time because such completion with such time is impossible or would result in great hardship to the Owner or builder thereof due to strikes, national emergencies, fires, floods, lightning, earthquakes, or other casualties. In the event that such improvements or landscaping are not completed within the provided periods, the ARB shall be entitled to collect on or enforce any payment or performance bonds required hereunder so as to ensure the proper completion of any such improvements. Furthermore, the ARB shall be entitled to retain any sums so held in escrow as a penalty for such failure to complete, and such sums shall be remitted to and shall be the property of the Association. Any such sums so held in such escrow shall, at the NPHH1:10573.6-DOC- (EMH) 027206-00002 37
discretion of the ARB, be invested so as to earn interest, and any interest earned thereon shall be paid to the Owner making such escrow deposit, if his escrow deposit is refunded, or if remitted to the Association, shall be the property of the Association.

(e) Dwellings may not be temporarily or permanently occupied until a Certificate of Occupancy has been issued by the City of Oklahoma City, Oklahoma. No temporary house, shack, tent, barn, or other outbuilding shall be permitted on any Lot or Dwelling at any time, except for temporary structures for social functions as may be permitted by rules and regulations promulgated by the Board, nor shall any stable, poultry house or yard, or other similar yard structure be constructed or allowed to remain on any Lot or Dwelling, or allowed to remain on any Lot or Dwelling. During the continuance of construction by an Owner, such Owner shall require its contractors to maintain the Lot or Dwelling in a reasonably clean and uncluttered condition and, to the extent possible, all construction trash and debris shall be kept within refuse containers. Upon completion of construction, such Owner shall cause its contractors to immediately remove all equipment, tools, and construction material and debris from the Lot or Dwelling on which such construction has been completed.

11.05 Building Guidelines. Declarant has prepared or shall prepare the initial Building Guidelines which shall apply to construction and landscaping activities within the Development as provided in this Article XI. The Building Guidelines shall contain general provisions applicable to all of the Property, as well as specific provisions which vary from one portion of the Property to another depending upon location, unique characteristics, intended use, and any other applicable zoning ordinances. The Building Guidelines are intended to provide guidance to Owners regarding matters of particular concern in considering applications hereunder. The Building Guidelines are not the exclusive basis for decisions of the ARB, and compliance with the Building Guidelines does not guarantee approval of any application.

During the period that the Declarant owns a Lot or Dwelling primarily for the purpose of sale, or has the unexpired option to add the Additional Property or portions thereof, Declarant shall have sole authority to amend the Building Guidelines from time to time in its sole discretion. Thereafter, the ARB shall have authority to amend the Building Guidelines with the Board of Director’s consent. Amendments to the Building Guidelines shall not apply to require modifications to or removal of structures previously approved once the approved construction or modification has commenced.

11.06 Architectural Approval. To preserve the architectural and aesthetic appearance of the Development, no construction of improvements of any nature whatsoever shall be commenced or maintained by any Owner, other than Declarant, with respect to the construction or exterior of any Dwelling or with respect to any other portion of the Development, including, without limitation, the construction or installation of sidewalks, driveways, parking lots, mail boxes, decks, patios, courtyards, swimming pools, tennis courts, greenhouses, playhouses, awnings, walls, fences, wharves, bulkheads, exterior lights, garages, guest quarters, or other outbuildings, nor shall any exterior addition to or change or alteration therein be made (including, without limitation, painting or staining of any exterior surface), without first obtaining approval from the ARB. The Building Guidelines provide the method and requirements to obtain such approval. The ARB shall establish a fee sufficient to cover the expense of reviewing plans and related data and to compensate any consulting architects, landscape architects, urban designers, inspectors, or attorneys retained in accordance with the terms hereof. Notwithstanding the foregoing, an Owner may make interior improvements and alterations within his Dwelling without the necessity of approval or review by the ARB. The ARB shall have the sole discretion to determine whether plans and specifications submitted for approval are acceptable to the Association. In connection with approval rights and to prevent excessive drainage or surface water run-off, the ARB shall have the right to establish a maximum percentage of a Lot or Dwelling which may be covered by Dwellings, buildings, structures, or other improvements, which standards shall be promulgated on the basis of topography, percolation rate of the soil types and conditions, vegetation cover, and other environmental factors. Following approval of any plans and specifications by the ARB, representatives of the ARB shall have the right during reasonable hours to enter upon and inspect any Lot or Dwelling, or other improvements with respect to which construction is underway to determine whether or not the plans and specifications therefor have been approved and are being complied with. In the event the ARB shall determine that such plans and specifications have not been approved or are not being complied with, the ARB shall be entitled to enjoin further construction and to require the removal or correction of any work in place which does not comply with approved plans and specifications. In the event the ARB fails to approve or disapprove in writing any proposed plans and specifications within sixty (60) days after such plans and specifications shall have been submitted, such plans and specifications will be deemed to have been expressly approved. Upon approval of plans and specifications, no further approval under this Article XI shall be required with respect thereto, unless such construction has not substantially commenced within sixty (60) days of the approval of such plans and specifications (e.g. clearing and grading, pouring of footings, etc.) or unless such plans and specifications are materially altered or changed. Refusal of approval of plans and specifications may be based by the ARB upon any ground which is consistent with the objects and purposes of this Declaration, including purely aesthetic considerations, so long as such grounds are not arbitrary or capricious.

11.07 Landscaping Approval. To preserve the aesthetic appearance of the Development, no landscaping, grading, excavation, or filling of any nature whatsoever shall be implemented and installed by any Owner, other than Declarant, unless and until the plans therefor have been submitted to and approved in writing by the ARB. The provisions of Section 11.04 hereof regarding time for approval of plans, right to inspect, right to enjoin and/or require removal, etc. shall also be applicable to any proposed landscaping, clearing, grading, excavation, or filling. Such plans shall include a grading plan and calculation of the ratio of the area to be covered by grass lawns versus the area to be left in a natural state, and the ARB shall be entitled to promulgate standards with respect to such ratios. Such landscape and grading plans shall be reviewed and approved with consideration to the harmony of the proposed landscape design to the environmental character in the surrounding area, integration of any structures and proposed landscaping to the character and nature of the surrounding area, the preservation of natural drainage patterns, the visual impact to surrounding areas and the establishment of adequate and sufficient shading and buffering with regard to the individual Lot or Dwelling to the surrounding area. In addition to the provisions of Section 11.06 hereof, the landscaping plan for any Lots or Dwellings adjacent to golf courses within the Property shall, for that portion of such Lot or Dwelling, which is within thirty (30) feet of the boundary of any such golf course, be in general conformity with the overall landscaping plan of such golf course. Unless located within five (5) feet of a building or a recreational or parking facility, no trees, shrubs, bushes, or other vegetation having a trunk diameter of six (6) inches or more at a point of four (4) feet above ground level; shall be cut, removed or mutilated by any Owner or without obtaining the prior approval of the ARB, provided that dead or diseased trees which are inspected and certified as dead or diseased by the ARB or its representatives, as well as other dead or diseased shrubs, bushes, or other vegetation shall be cut and removed promptly from any Lot or Dwelling by the Owner of such Lot or Dwelling. If any Owner removes such a tree without the approval of the ARB as herein provided, the Owner shall replace the same with a tree of comparable value. In the event the Owner fails within thirty (30) days to satisfactorily replace the tree, the Owner shall pay the Association or ARB a damage fee on demand of Two Thousand Five Hundred Dollars ($2,500) per lost tree and the Association or ARB shall have the right to enter the Property for the purpose of replacing the tree. Said liquidated damages will become a lien on the property of the Owner and all provisions relative to assessments herein shall apply to these damages.

All of the landscaping of Dwellings must be completed within ninety (90) days of occupancy or substantial completion of the Dwelling, whichever date shall first occur.

11.08 Approval Not a Guarantee. No approval of plans and specifications and no publication of architectural standards shall be construed as representing or implying that such plans, specifications, or standards will, if followed, result in properly designed improvements. Such approvals and standards shall in no event be construed as representing or guaranteeing that any Dwelling or other improvement built in accordance therewith will be built in a good and workmanlike manner. Neither Declarant, the Association, nor the ARB shall be responsible or liable for any defects in any plans or specifications submitted, revised, or approved pursuant to the terms of this Article XI, nor any defects in construction undertaken pursuant to such plans and specifications.

ARTICLE XII

USE RESTRICTIONS

12.01 Service Yards. All service areas, exterior utility equipment, loading docks, trash and garbage disposal containers and receptacles and other service areas shall be screened so as to not be visible from any public or private right-of-way or any portion of the Common Area. All utility and mechanical equipment and roof embellishments shall be screened so as not to be visible from any public or private right-of-way or any portion of the Common Area.

12.02 Fences. Extensive installation of perimeter fences in Rose Creek is discouraged. Permitted fences and permitted locations for fences shall be as described in the Building Guidelines as defined and approved by the ARB.

12.03 Exterior Appearance. Except with regard to maintenance yards within the Common Areas, boundary lines of the Development, or as may be otherwise permitted by the Declarant or the ARB, chainlink fences are not allowed within the Development. Also, any unenclosed garages or carports must be adequately screened from street views. Further, no foil or other reflective materials shall be used on any windows for sunscreens, blinds, shades, or other purpose, and all window treatments for all Dwellings within the Development shall conform to rules and regulations established by the ARB. No window-mounted heating or air-conditioning units shall be permitted within the Development. Except within screened service yards, outside clotheslines or other outside facilities for drying or airing clothes are specifically prohibited and shall not be erected, placed, or maintained, nor shall any clothing, rugs, or other item be hung on any railing, fence, hedge, or wall.

12.04 Signs. Except as may be required by legal proceedings, no signs or advertising posters of any kind shall be maintained or permitted within any windows or on the exterior of any improvements located within the Development, without the express written permission of the ARB. The approval of any signs and posters, including, without limitation, name and address signs, shall be upon such conditions as may be from time to time determined by the ARB and may be arbitrarily withheld. Notwithstanding the foregoing, the restrictions of this Section 12.04 shall not apply to Declarant. In addition, the Board of Directors, on behalf of the Association, shall have the right to erect reasonable and appropriate signs on any portion of the Common Areas and within those easement areas established in Section 3.09 hereof.

12.05 Unauthorized Signs. Any signs or posters displayed within the Development in violation of Section 12.04 may be reviewed by Declarant and Declarant shall have the right to enter upon the premises where such signs or posters are displayed for the purpose of removing the unauthorized sign or poster without it being deemed a trespass.

12.06 Antennas and Transmitters. No exterior radio antenna, television antenna, or other antenna of any type shall be erected or maintained on a Lot or Dwelling. Satellite dishes of 24" or less may be allowed with the approval of the ARB. No electronic or radio transmitters of any kind other than garage door openers or cordless telephones shall be operated on any Lot or Dwelling except as may be approved by the ARB.

12.07 Water Wells. Subject to the terms of Section 3.16 hereof, no private water wells may be drilled or maintained on any Lot or Dwelling so long as Declarant or an affiliate, or the Association, any governmental unit, or any public or private utility shall have installed a water distribution line within two hundred (200) feet of such Lot or Dwelling with average daily water pressure in such line adequate for the normal and reasonable activities associated with the use of those Dwellings and Lots served by such distribution line. Furthermore, no septic tanks or similar sewage facilities may be installed or maintained on any Lot or Dwelling.

12.08 Pets. No animals, livestock, birds, or poultry of any kind shall be raised, bred, or kept by any Owner upon any portion of the Development, except as provided in rules and regulations adopted by the Association, through its board of Directors. No pet shall be allowed to make an unreasonable amount of noise or to become a nuisance.

12.09 Nuisances. No rubbish or debris of any kind shall be dumped, placed. or permitted to accumulate upon any portion of the Development, nor shall any nuisance or odors be permitted to exist or operate upon or arise from the Development, so as to render any portion thereof unsanitary, unsightly, offensive, or detrimental to persons using or occupying any other portions of the Development. Noxious or offensive activities shall not be carried on in any Lot or Dwelling or on the Common Areas which could cause disorderly, unsightly, or unkempt conditions, or which could cause embarrassment, discomfort, annoyance, or nuisance to the occupants of other portions of the Development or which cold result in a cancellation of any insurance for any portion of the Development, or which would be in violation of any law or governmental code or regulation. Any waste, garbage, or refuse materials produced or occurring as a result from the permitted activities conducted within any portion of the Property shall be stored, processed and transported away from the Property in a safe, neat, clean, efficient, healthy and sanitary manner. Any and all streets, roadways, driveways, and right-of-ways, including Common Area, shall be kept and maintained in a clean, safe, neat and efficient manner. All such streets, driveways, walkways, and right-of-ways shall be kept reasonably clean and free of leaves, limbs, excess sand and soil and any and all other types of debris.

12.10 Golf Course Areas. Owners of Lots and Dwellings adjacent to all golf course, tees, fairways and greens, as well as their families, tenants, guests, invitees and pets, shall be obligated to refrain from any actions which would distract the playing qualities of the golf courses. Such prohibited activities shall include, but not be limited to, permitting dogs or other pets to interfere with golf course play due to their loud barking or other actions, running or walking on the fairways, picking up balls, or like interference with play.

12.11 Motor Vehicles, Trailers, Boats, Etc. Each Owner shall provide for parking of automobiles off streets and roads within the Development prior to occupancy of the Dwellings owned or maintained by such Owner. Parking of any vehicles on streets or parking of commercial vehicles or equipment, mobile homes, recreational vehicles, golf carts, boats and other watercraft, trailers, stored vehicles or inoperable vehicles are prohibited within the Development unless expressly authorized by, and then subject to such conditions as may be imposed by, the Board of Directors. Provided, however, construction, service and delivery vehicles shall be exempt from this provision during daylight hours for such period of time as is reasonably necessary to provide service or to make a delivery to a Lot, Dwelling or the Common Area. No Owners or other occupants of any portion of the Development shall repair or restore any vehicle of any kind upon or within any Lot or Dwelling or within any portion of the Common Areas, except (i) within enclosed garages or workshops, or (ii) for emergency repairs, and then only to the extent necessary to enable the movement thereof to a proper repair facility.

12.12 Sales and Construction Activities. Notwithstanding any provisions or restrictions contained in this Declaration to the contrary, it shall be expressly permissible for Declarant and its agents, employees, successors, and assigns to maintain and carry on such facilities and activities as may be reasonably required, convenient, or incidental to the completion, improvement, and sale of Lots and/or Dwellings or the developing of Lots, Dwellings, Common Areas, and the Additional Property, including, without limitation, the installation and operation of construction trailers and sales offices, signs and model Dwellings, provided that the location of any construction trailers of any assignees of Declarant's under this Section 12.12 shall be subject to Declarant's approval. The right to maintain and carry on such facilities and activities shall include specifically the right to use Dwellings as model residences, and to use any Dwelling as an office for the sale of Lots and/or Dwellings and for related activities.

12.13 Leasing. No unimproved Lot may be leased by its Owner. A Dwelling may be leased by its Owner provided that the term of such lease shall be at least six (6) months and all leases must contain a provision that requires the tenant to be bound by the terms and conditions of this Declaration.

12.14 Residential Use. All Lots and Dwellings shall be for single family residential use only. However, a home occupation shall be allowed provided that such occupation is permitted under the applicable zoning ordinances.

ARTICLE XIII

RULE MAKING

13.01 Rules and Regulations. Subject to the provisions hereof, the Board of Directors may establish reasonable rules and regulations concerning the use of Lots, Dwellings, and the Common Areas and facilities located thereon. In particular but without limitation, the Board of Directors may promulgate from time to time rules and regulations which shall govern activities which may, in the judgment of the Board of Directors, be environmentally hazardous, such as application of fertilizers, pesticides, and other chemicals. Copies of such rules and regulations and amendments thereto shall be furnished by the Association to all Owners prior to the effective date of such rules and regulations and amendments thereto. Such rules and regulations shall be binding upon the Owners, their families, tenants, guests, invitees, servants, and agents, until and unless any such rule or regulation be specifically overruled, canceled, or modified by the Board of Directors or in a regular special meeting of the Association by the vote of the Owners, in person or by proxy, holding a majority of the total votes in the Association, provided that in the event of such vote, such action must also be approved by Declarant, for so long as Declarant owns any Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development.

13.02 Authority and Enforcement. Subject to the provisions of Section 13.03 hereof, upon the violation of this Declaration, the By-Laws, or any rules and regulations duly adopted hereunder, including, without limitation, the failure to timely pay any assessments or charges, the Board shall have the power (i) to impose reasonable monetary fines which shall constitute an equitable charge and a continuing lien upon the Lot or Dwelling, the Owners, occupants, or guests of which are guilty of such violation, (ii) to suspend an Owner's right to vote in the Association, or (iii) to suspend an Owner's right (and the right of such Owner's family, guests, and tenants and of the co-Owners of such Owner and their respective families, guests, and tenants) to use any of the Common Areas, and the Board shall have the power to impose all or any combination of these sanctions. An Owner shall be subject to the foregoing sanctions in the event of such a violation by such Owner, his family, guests, or tenants or by his co-Owners or the family, guests, or tenants of his co-Owners. Any such suspension of rights may be for the duration of the infraction and for any additional period thereafter, not to exceed thirty (30) days. The fines levied and assessed as provided for in this Section 13.02 herein shall be a lien upon the applicable Lot or Dwelling in the same manner as that provided for in Section 9.09 herein. The effect of the non-payment of such fines and the remedies of the Association to enforce collection thereof shall be the same as those provisions provided for in Section 9.10 herein.

13.03 Procedure. Except with respect to the failure to pay assessments or charges, the Board shall not impose a fine, suspend voting rights, or infringe upon or suspend any other rights of an Owner or other occupant of the Development for violations of the Declaration, the By-Laws, or any rules and regulations of the Association, unless and until the following procedure is followed:

(a) Written demand to cease and desist from an alleged violation shall be served upon the Owner responsible for such violation specifying:

(i) The alleged violation;

(ii) The action required to abate the violation; and

(iii) A time period of not less than ten (10) days during which the violation may be abated without further sanction, if such violation is a continuing one, or if the violation is not a continuing one, a statement that any further violation of the same provision of this Declaration, the By-Laws, or of the rules and regulations of the Association may result in the imposition of sanctions after notice and hearing.

(b) Within twelve (12) months of such demand, if the violation continues past the period allowed in the demand for abatement without penalty, or if the same violation subsequently occurs, the Board may serve such Owner with written notice of a hearing to be held by the Board in executive session. The notice shall contain:

(i) The nature of the alleged violation;

(ii) The time and place of the hearing, which time shall be not less than ten (10) days from the giving of the notice;

(iii) An invitation to attend the hearing and produce any statement, evidence, and witnesses on his behalf; and

(iv) The proposed sanction to be imposed.

(c) The hearing shall be held in executive session of the Board of Directors pursuant to the notice and shall afford the alleged violator a reasonable opportunity to be heard. Any sanctions and fines levied by the Board of Directors according to the terms and provisions of this Article XIII shall be established by a majority vote of the Directors present at the above-referenced hearing. No such hearing shall be undertaken with less than a duly constituted quorum of the Board of Directors. Prior to the effectiveness of any sanction hereunder, proof of notice and the invitation to be heard shall be placed in the minutes of the meeting. Such proof shall be deemed adequate if a copy of the notice together with a statement of the date and manner of delivery is entered by the officer, director, or other individual who delivered such notice. The notice requirement shall be deemed satisfied if an alleged violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction imposed, if any.

 

ARTICLE XIV

GENERAL PROVISIONS

14.01 Control by Declarant. Notwithstanding any other language or provision to the contrary in this Declaration, in the Articles of Incorporation, or in the By-laws of the Association, Declarant hereby retains the right to appoint and remove any member or members of the Board of Directors of the Association and any officer or officers of the Association until such time as the first of the following events shall occur: (i) the expiration of twenty (20) years after the date of the recording of this Declaration; or (ii) the surrender by Declarant of the authority to appoint and remove directors and officers of the Association by an express amendment to this Declaration executed and recorded by Declarant. Each Owner, by acceptance of a deed to or other conveyance of a Lot or Dwelling vests in Declarant such authority to appoint and remove directors and officers of the Association as provided by this Section 14.01 hereof. Every grantee of any interest in the Development, by acceptance of a deed or other conveyance of such interest, agrees that Declarant shall have the authority to appoint and remove directors and officers of the Association in accordance with the foregoing provisions of this Section 14.01. Upon the expiration of the period of Declarant's right to appoint and remove directors and officers of the Association pursuant to the provisions of this Section 14.01, such right shall pass to the Owners, including Declarant if Declarant then owns one or more Lots or Dwellings and a special meeting of the Association shall be called within a reasonable time thereafter. At such special meeting the Owners shall elect a new Board of Directors which shall undertake the responsibilities of the Board of Directors, and Declarant shall deliver all books, accounts, and records, if any, which Declarant has kept on behalf of the Association and any agreements or contracts executed by or on behalf of the Association during such period and which Declarant has in its possession.

14.02 Amendments by Declarant. During any period in which Declarant retains the right to appoint and remove any directors and officers of the Association, Declarant may amend this Declaration by an instrument in writing filed and recorded in the Official Records, without the approval of any Owner or Mortgagee; provided, however, that, with the exception of the addition of any portion of the Additional Property to the terms of this Declaration, (i) in the event that such amendment materially and adversely alters or changes any Owner's right to the use and enjoyment of his Lot, Dwelling, or the Common Areas as set forth in this Declaration or adversely affects the title to any Lot or Dwelling, such amendment shall be valid only upon the written consent thereto by a majority in number of the then existing Owners affected thereby, or (ii) in the event that such amendment would materially and adversely affect the security title and interest of any Mortgagee, such amendment shall be valid only upon the written consent thereto of all such Mortgagees so affected. Notwithstanding the foregoing to the contrary, the expiration or termination of the right of Declarant to appoint and remove any directors and officers of the Association shall not terminate Declarant's right to amend the Declaration for the purpose of submitting the Additional Property or any portion thereof to the provisions of this Declaration as provided in Section 2.02 hereof. Any amendment made pursuant to this Section 14.02 shall be certified by Declarant as having been duly approved by Declarant, and by such Owners and Mortgages if required, and shall be effective only upon recordation or at such later date as shall be specified in the amendment itself. Each Owner, by acceptance of a deed or other conveyance to a Lot or Dwelling agrees to be bound by such amendments as are permitted by this Section 14.02 and further agrees that, if requested to do so by Declarant, such Owner will consent to the amendment of this Declaration or any other instruments relating to the Development (a) if such amendment is necessary to bring any provision hereof or thereof into compliance or conformity with the provisions of any applicable governmental statue, rule, or regulation or any judicial determination which shall be in conflict therewith, (b) if such amendment is necessary to enable any title insurance company to issue title insurance coverage with respect to any Lots or Dwellings subject to this Declaration, (c) if such amendment is required by an institutional or governmental lender or purchaser of mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Mortgage Corporation, to enable such lender or purchaser to make or purchase mortgage loans on a Lot, Dwelling, or other improvements subject to this Declaration, or (d) if reputable private insurance company to insure Mortgages on the Lots, Dwellings, or other improvements subject to this Declaration.

14.03 Amendments by Association. Amendments to this Declaration, other than those authorized by Section 14.02 hereof, shall be proposed and adopted in the following manner:

(a) Notice of the subject matter of the proposed amendment shall be included in the notice of the meeting of the Association at which such proposed amendment is to be considered and shall be delivered to each member of the Association.

(b) At such meeting, a resolution adopting a proposed amendment may be proposed by either the Board of Directors or by members of the Association. Such amendment must be approved by Owners or their proxies, holding at least two-thirds (2/3rds) of the total votes entitled to be cast at such meeting at which a quorum is present in person or by proxy ; provided, however, (i) that any amendment which materially and adversely affects the security title and interest of any Mortgagee must be approved by such Mortgagee, and (ii) during any period in which Declarant owns a Lot or Dwelling primarily for the purpose of sale or has the unexpired option under this Declaration to add the Additional Property or any portion thereof to the Development, such amendment must be approved by Declarant but only if such amendment would amend Section 2.01, 2.02, 3.06, 3.10, 3.12, 3.16 or 9.02 of this Declaration. (as amended 3-30-09)

(c) The agreement of the required percentage of the Owners and, where required, Declarant and any Mortgagee, to any amendment of this Declaration shall be evidenced by their execution of such amendment, or, in the alternative, the sworn statement of the President of the Association attached to or incorporated in the amendment executed by the Association, which sworn statement shall state unequivocally that the agreement of the required parties was lawfully obtained. Any such amendment of this Declaration shall become effective only when recorded or at such later date as may be specified in the amendment itself.

14.04 Enforcement. Each Owner shall comply strictly with the By-Laws and the published rules and regulations of the Association adopted pursuant to this Declaration, as either of the same may be lawfully amended from time to time, and with the covenants, conditions, and restrictions set forth in this Declaration and in the deed or other instrument of conveyance to his Lot or Dwelling, if any. Failure to comply with any of the same shall be grounds for imposing fines, for suspending voting rights or rights of use in and to the Common Areas, or for instituting an action to recover sums due, for damages, and/or for injunctive relief, such actions to be maintainable by Declarant, the Board of Directors on behalf of the Association, or, in a proper case, by an aggrieved Owner. Should Declarant or the Association employ legal counsel to enforce any of the foregoing, all costs incurred in such enforcement, including court costs and reasonable attorneys' fees, shall be paid by the violating Owner. Inasmuch as the rules and regulations of the Association are essential for the effectuation of the general plan of development contemplated hereby and for the protection of present and future Owners, it is hereby declared that any breach thereof may not adequately be compensated by recovery of damages, and that Declarant, the Association, or any aggrieved Owner, in addition to all other remedies, may require and shall be entitled to the remedy of injunction to restrain any such violation or breach or any threatened violation or breach. No delay, failure, or omission on the part of Declarant, the Association, or any aggrieved Owner in exercising any right, power, or remedy herein provided shall be construed as an acquiescence thereto or shall be deemed a waiver of the right to enforce such right, power, or remedy thereafter as to the same violation or breach, or as to a violation or breach occurring prior or subsequent thereto, and shall not bar or affect its enforcement. No right of action shall accrue nor shall any action be brought or maintained by anyone whatsoever against Declarant or the Association for or on account of any failure to bring any action on account of any violation or breach, or threatened violation or breach, by any person of the provisions of this Declaration, the By-Laws, or any rules and regulations of the Association, however long continued.

14.05 Duration. The provisions of this Declaration shall run with and bind title to the Property, shall be binding upon and inure to the benefit of all Owners and Mortgagees and their respective heirs, executors, legal representatives, successors, and assigns, and shall be and remain in effect for a period of thirty (30) years from and after the date of the recording of the Declaration, provided that rights and easements which are stated herein to have a longer duration shall have such longer duration. Upon the expiration of said thirty (30) year period, this Declaration shall be automatically renewed for successive ten (10) year periods. The number of ten (10) year renewal periods shall be unlimited, with this Declaration being automatically renewed and extended upon the expiration of each ten (10) year renewal period for an additional ten (10) year period; provided, however, that there shall be no renewal or extension of this Declaration, if, during the last year of an initial thirty (30) year period or the last year of any ten (10) year renewal period, seventy-five percent (75%) of the total votes of the Association are cast in favor of terminating this Declaration at the end of the then current term. In the event that the Association votes to terminate this Declaration, an instrument evidencing such termination shall be filed of record in the Official Records, such instrument to contain a certificate wherein the President of the Association swears that such termination was duly adopted by the requisite number of votes. Every purchaser or grantee of any interest in any Property, by acceptance of a deed or other conveyance therefor, thereby agrees that the provisions of this Declaration shall run with and bind title to the Property as provided hereby.

14.06 Perpetuities. If any of the covenants, conditions, restrictions, or other provisions of this Declaration shall be unlawful, void, or voidable for violation of the rule against perpetuities, then such provisions shall continue only until twenty-one (21) years after the death of the last survivor of the now living descendants of Mrs. Rose Kennedy, mother of former U.S. President John Fitzgerald Kennedy.

14.07 Interpretation. In all cases, the provisions set forth or provided for in this Declaration shall be construed together and given that interpretation or construction which, in the opinion of Declarant or the Board of Directors will best effect the intent of the general plan of development. The provisions hereof shall be liberally interpreted and, if necessary, they shall be so extended or enlarged by implication as to make them fully effective. The provisions of this Declaration shall be given full force and effect notwithstanding the existence of any zoning ordinance or building codes which are less restrictive. The effective date of this Declaration shall be the date of its filing for record in the Official Records. The captions of each Article and Section hereof as to the contents of each article and Section are inserted only for convenience and are in no way to be construed as defining, limiting, extending, or otherwise modifying or adding to the particular Article or Section to which they refer. This Declaration shall be construed under and in accordance with the laws of the State of Oklahoma.

14.08 Gender and Grammar. The singular wherever used herein shall be construed to mean the plural when applicable, and the necessary grammatical changes required to make the provisions hereof apply either to corporations or other entities or to individuals, men or women, shall in all cases be assumed as though in each case fully expressed.

14.09 Severability. Whenever possible, each provision of this Declaration shall be interpreted in such manner as to be effective and valid, but if the application of any provision of this Declaration to any person or to any property shall be prohibited or held invalid, such prohibition or invalidity shall not affect any other provision or the application of any provision which can be given effect without the invalid provision or application, and to this end the provisions of this Declaration are declared to be severable.

14.10 Rights of Third Parties. This Declaration shall be recorded for the benefit of Declarant, the Owners, and their Mortgagees as herein provided, and by such recording, no adjoining property owner or third party shall have any right, title or interest whatsoever in the Development, except as provided herein, or in the operation or continuation thereof or in the enforcement of any of the provisions hereof, and, subject to the rights of Declarant and Mortgagees as herein provided, the Owners shall have the right to extend, modify, amend, or otherwise change the provisions of this Declaration without the consent, permission, or approval of any adjoining owner or third party.

14.11 Notice of Sale, Lease, or Mortgage. In the event an Owner sells, leases, mortgages, or otherwise disposes of any Lot or Dwelling, the Owner must promptly furnish to the Association in writing the name and address of such purchaser, lessee, mortgagee, or transferee.

14.12 No Trespass. Whenever the Association, the Declarant, the ARB, and their respective successors, assigns, agents, or employees are permitted by this Declaration to enter upon or correct, repair, clean, maintain, preserve, or do any other action within any portion of the Development, the entering thereon and the taking of such action shall not be deemed to be trespass.

14.13 Notices. Any notice, demand, request or report (herein “notice”) required or permitted to be given or made under this Declaration shall be in writing and either (a) delivered personally or by messenger or a nationally recognized overnight courier service, (b) sent postage prepaid by United States first class mail, or (c) sent by telex, telegram, facsimile, e-mail, or other similar means of rapid transmission and confirmed by mailing written confirmation thereof (as provided in clause (b) above) at substantially the same time as such rapid transmission. The effective date of any notice shall be (i) the date of delivery of the notice, if by personal delivery, messenger or courier service, or (ii) if mailed, on the third (3rd) business day after the same is deposited in an authorized United States mail receptacle, or (iii) if sent by rapid transmission as described above, on the date actually received by the recipient, or if such date cannot be determined with reasonable certainty, then on the third (3rd) business day after the mailed written confirmation is deposited in the United States mail. All notices to an Owner shall be sufficient if sent to the last known address for the Owner as reflected on the records of the Association. It shall be the responsibility of the Owners to inform the Association of any change in their addresses. All notices to the Association shall be sent to the Association at 13919-B North May Ave., PMB 195, Oklahoma City, OK 73139, or at such other address as the Association may designate by written notice to the Owners and Declarant. All notices to the Declarant shall be sent to the Declarant at c/o Brad Ferguson, Union Bank, 4921 N. May Ave., Oklahoma City, OK 73112, or at such other address as the Declarant may designate by written notice to the Association or register on the records of the Association. Any notice to a Mortgagee shall be sent to the Mortgagee’s address shown on the records of the Association or if not so listed, then to the address of the Mortgagee shown on the Mortgage, or if the Mortgage has been assigned, then to Mortgagee’s address shown on the most recent assignment of the Mortgage filed in the office of the County Clerk of Oklahoma County. Use in this Declaration of one or more of the terms “delivered”, “sent” “given” and “mailed” or similar terms describing the method of giving notices by the Association or Declarant shall mean and permit any one or more of the methods described above in this Section. (as amended 3-30-09)

14.14 Assignment of Declarant Rights. Declarant hereby assigns to the Board any and all
rights of the Declarant to the proxies of Owners for purposes of determining a quorum and voting, which proxies are deemed granted to Declarant pursuant to Article II of the By-Laws of Association. By its recording of this Amendment, the Board shall be deemed to have accepted such assignment. (as amended 3-30-09)

14.15 Assignment by Declarant. Pursuant to the authority granted in Section 14.14 of the Declaration, Declarant hereby assigns to the Board any and all rights of the Declarant to the proxies of Owners for purposes of determining a quorum and voting, which proxies are deemed granted to Declarant pursuant to Article II of the By-Laws of the Association. By its recording of this Amendment, the Board shall be deemed to have accepted such assignment. (as amended 3-30-09)

14.16 Guard House. There is hereby assigned to Deer Creek Property Owners Association, Inc., an Oklahoma non-profit corporation (the “Association”), Deer Creek’s right and privilege: (i) to maintain guarded or electronically-monitored gates controlling vehicular access to and from the Development (as defined in the Declaration), and (ii) to require payment of toll charges for use of roads within the Development by permitted commercial traffic of by members of the general public, which tolls shall be set at a reasonable amount to maintain the roads and provide security, all as provided in Section 3.05 of the Original Declaration. (as amended 3-30-09)

14.17 Surrender of Authority. Pursuant to Section 14.01 of the Declarations, Declarant herby surrenders its authority to appoint and remove directors and officers of the Association and her by amends the Declaration accordingly. This Amendment shall be recorded in the real estate records of the County Clerk of Oklahoma County, Oklahoma, and made a part of the official records of the Association. (as amended 3-31-09)

IN WITNESS WHEREOF, duly authorized officers of the undersigned Declarant have executed this Declaration under seal, this ____ day of _____________, 2002.

DECLARANT:
DEER CREEK LAND DEVELOPMENT
COMPANY, LLC, an Oklahoma limited
liability company
By: Deer Creek Management Company,
Inc., Manager
By:__________________________
Its:__________________________

STATE OF OKLAHOMA )
) s.s.
COUNTY OF OKLAHOMA )

Before me, a notary public in and for said county and state, on this ____ day of _______________, 2002, personally appeared __________________ as _______ President of Deer Creek Management Company, Inc., an Oklahoma corporation, Manager of Deer Creek Land Development Company, LLC, an Oklahoma limited liability company, to me known to be the identical person who subscribed the name of the maker thereof to this instrument and acknowledged to me that he executed the same as his free and voluntary act and deed, and as the free and voluntary act and deed of such corporation for the uses and purposes therein set forth.

By: _____________________________________
Name: ___________________________________
Title: Notary Public
My commission expires: _____________________

[NOTARIAL SEAL]

EXHIBIT "A"

EXHIBIT "B"