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OSS Covenants, Conditions, Restrictions & Easementsa Q` H Q Sy After recording return to: PAULA ROBINSON F' A1THEAb COUNTY AONTAN.A r to Vincent G. Rieger o Law Office of Vincent G. Rieger, P.C. 4 Meridian Court Kalispell, MT 59901 OLDS'CH"'-1-OL STATION LIGHT INDUSTRIAL & v� o c� 0 0 0 q Qj L1J TECHNOLOGY PARK- i `, 2006103 DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS FOR OLD SCHOOL STATION LIGHT MUSTRIAL & TECHNOLOGY PARK TABLE OF CONTENTS ARTICLE STATEMENT AND PURPOSE AND IMPOSITION (]F COVENANTS ...... l Sootool.l Onozer.................................................. l Seodmzl2 Purpose .................................................. ] Section 1.3 Right to . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . ' . . . . l ARTICLE III EXPANSION AND PLAT .. ....................'................. 5 Ooctioo3.I Expansion .....'...'..,..'.......,..........,.'`''''''''' 6 Section 3.2 Declaration of Lot Boundaries ........`��....�............... 6 Section Plat ......................................................6 ARTICLE D/ASSOCIATION MEMBERSHIP AND VOTING RIGHTS ............... 6 Section4LI .............................................. 6 Section 42 Transfer ofMembership ..................................... 6 Section 4.3 Classes of .....................'...'..'........6 Section 4.4 Voting Rights ............................................ 6 3uoboo4.S Appointment nfOfficers and Directors 6nDeclarant .... ......... 6 800tion4.G Notice of . . . ' . ' . . . . . . . . . . . . . . . . . . . . . ' ' . . ' . , . . . 7 Section 4.7 Owner's and Association's Addresses for Notices ................. 7 Section 4.8 Compliance with Old School Station Documents ................. 7 ARTICLE \/ POWERS AND DUTIES [F THE ASSOCIATION ..'.............'.... 0 8nctiomIl Association's Management Do±em...............'....'....... 8 Section 5-2 Common Area ............................................ 8 Sectboz5.3 Rules and ...'.................'..'.......'.... 9 Section 5/4 Cooperation with . . . . . . . . . . . . . . . . . . . ' . . . 9 Section 5.5 Sanitary Sewer and Water Facilities ............................ 9 Section 5.6 Delegation bvAssociation .................................. lU Sectizu5.7 Ownership of Personal Property and Real Property for CozuuooUse .11 Section 5.8 Paths, Landscaping &c Irrigation ............................. ll Sectioo5.D Books and Records ......................................... ll Section 5.10 Reserve Account ..........................'...'...........11 Section 5.Il Working Capital Account.................................... ll Section 5.12 Successor toDeclarant..................................... .11 Sectioo5.I3 Implied RjoIto and . . . . . ' . . . . . . . . . . , . . . . . . . . . . . . . ll ARTICLE VIDESIGN REVIEW ..............'.......'............I3 Seotboo6-2 Committee Membership ............'...............'....... 12 Onctiooa6.3 Purpose and General ......'......'.'.............. 13 Section 6.4 Organization and Operation o[Committee ..................... 13 Scctb]oh.5 Expenses and Design Review Fee ..... ....................... 14 Section 6.6 Other Requirements .............................'..........I4 Sectbznd.7 Limitation of Liability .'....................................l4 Qeotionti8 Enforcement .............................................. 14 Seotionz6.9 Continuity ofConstruction .................................. ld ARTICLE VII PROPERTY USE RESTRICTIONS ....'.'.......................... 16 Seotion7.l General Restriction ................... ..................... ld Section72 Approval ofDesign Review Committee and Design Review Foe . . . . 16 Section 7.3 Use ufLots '.... ........................................ 16 Secdmol4 Off -Road Vehicle Use ..................................... 16 Section 7.5 Bzcavatioo................................'... ......... 16 Section 7.6 Electrical, Television, Natural Gas & Telephone Service .......... 16 Section ?.7 Sanitation ................................................ l7 Seutioo7.Q Water .......'...................................'...... 17 Section 7.9 Signs ...'..................................'........... 17 Section 7.IU Animals and Pets ......................................... 17 Seodoo7.11 Drainage ..'..........''.'.....'...............'.'....... 17 8ectkon7.l2 Trash ............'..'..........'......' ......'........ 17 Sectioo7.l3 Construction Regulations ofthe Design Guidelines . ...'......... 17 Dectboo7.l4 Blastinm.........................'.''...........'....... 17 Scotioo7.l5 Temporary Structures ............'........................ lO 3octioo7.l6 Compliance with Lonvo..................................... lO Sectboo7.l7 Abandoned, Unsightly orInoperable Motor Vehicles .... - . . . . . .. 18 Seodon7.lD Outside Burning .......................................... 18 Sentiooz7.I9 Fertilizers and Pesticides ................................... IS Section 72O Lighting ................................................. lD 3eutioo7.2l Obstruction .............................................. 18 Section 7.22 Street Addresses .. . . . .. . . . . . . . . . . . . .. . .. .. . . . . .. . . .. . . . . 18 Sectbzo7.23 Roofing Mutoriuls....,.......................'....'...... 18 Section 7.24 Building Code....... ...,................................ 18 Section 7.25 Fencing .'.......................'..'..,................ lg SectioozT26 Nuiaumoo....'...,.................................'.... 19 Section -27 Use of Property During Construction ........................ 19 Section7-2O Combination ofLots .......'.............................. 19 Section 7.2�) Rental and Leasing .....................................— 19 ARTICLE l/IIIOWNER'S OBLIGATIONS FOR MAINTENANCE .....'.............20 Bection8.l Owner's Responsibility for Lot ............................... 2U ARTICLE D{ASSESSMENTS ............................. .................... 20 Seotion9.l Creation ofLien and Personal for Assessments .........2O ii 200CIDS 1,3.296 Section 9.3 Annual Assessments ....................................... 21 Section 9.4 Special Assessments ....................................... 22 Section 9.5 Default Assessments ...................................... 22 Section 9.6 General Remedies of Association For Nonpayment of Assessment. . 22 Section 9.7 Assessment Lien ........................................... 23 Section 9.8 Successor's Liability for Assessment .......................... 23 Section 9.9 Subordination of the Lien .................................. 23 Section 9.10 Reallocation of Assessments Secured by Extinguished Liens ....... 24 Section 9.11 Exempt Property .......................................... 24 Section 9,12 Statement of Status of Assessments ........................... 24 Section 9.13 Failure to Assess .......................................... 24 ARTICLE X PROPERTY RIGHTS OF OWNERS ................................. 24 Section 10.1 Owner's Easements of Access and Enjoyment ................... 24 Section 10.2 Delegation of Use ......................................... 25 Section 10.3 Easements of Record and of Use ............................. 25 Section 10.4 Emergency Access Easement ................................ 25 ARTICLE XI SPECIAL DECLARANT RIGHTS AND ADDITIONAL RESERVED RIGHTS 25 Section 11.1 General Provisions ........................................ 25 Section 11.2 Supplemental Provisions Regarding Declarant's Rights ............26 Section 11.3 Utility Easements ..........................................26 Section 11.4 Reservation for Expansion and Construction .................... 26 Section 11.5 Reservation of Easements, Exceptions, and Exclusions for Utilities, Infrastructure, and Access ................................... 27 Section 11.6 Maintenance Easement ..................................... 27 Section 11.7 Drainage Easement ........................................ 27 Section 11.8 Declarant's Rights Incident to Construction .................... 27 Section 11,9 Easements Deemed Created ................................. 28 ARTICLE XH INSURANCE AND FIDELITY BONDS ............................. 28 Section 12.1 Authority to Purchase ...................................... 28 Section 12.2 General Insurance Provisions ................................ 28 Section 12.3 Physical Damage Insurance on Common Area ................... 28 Section 12.4 Liability Insurance .........................................28 Section 12.5 Fidelity Insurance ......................................... 29 Section 12.6 Provisions Common to Physical Damage Insurance, Liability Insurance and Fidelity Insurance ...................... 29 Section 12.7 Personal Liability Insurance of Officers and Directors ............. 29 Section 12.8 Worker's Compensation Insurance ........................... 29 Section 12.9 Insurance Obtained by Owners ............................... 29 ARTICLE XIII ASSOCIATION AS ATTORNEY -IN -FACT ......................... 30 ARTICLE XIV EXPANSION AND WITHDRAWAL .............................. 30 Section 14.1 Reservation of Right to Expand .............................. 30 Section 14.2 Completion of Expansion ................................... 30 Section 14.3 Declaration of Annexation ...................................30 Section 14.4 Withdrawal of Property ..................................... 31 ill �� /� -_~.~~-~.='_ ._ ARTICLE X7/ MORTGAGEE PROTECTIONS ..'...^^''.''.............'....... 31 8entiomlll First Mortgagees' Rieb1 ..........,.....,.................. 31 OectionzlEil Violations Deemed uNuisance ............................... 3l Section 16.2 Compliance . , . .. . .. . . . . . .. . .. . . . . . . . . . .. . . . . . . . . . . . . . . . . . 31 3eu1bool63 Failure to Comply ..............^.................'........3l Section l6.4 Who May Enforce ......................................... 32 SoubonitiJ Nonexclusive Remedies .................................... 32 Seut��ld.O Nol�aiver...............................................32 3ectioml6.7 No Liability ...,...................'...........'...'......32 ARTICLE }{\/IIIDURATION ()BTHESE COVENANTS AND AMENDMENT ........ 32 Section 18.I Term ...... . . . . . . . . . . . . . . . ' 32 Section l8.2 /�zo�odz��ot. . - . . . . . . . . . . . . . . . . . - . . . '. . . . . . . ' . . - � . . . . '. . . 32 Snotboul8.3 I)on&araot`o Approval . . . . . . . . . . .. . .. .. . . . . . . . '. . . . . . . . ' . . . . 33 fRTICIE}{IX MISCELLANEOUS PROVISIONS ................................ 33 Soctiool9.l Severability . . . .. . .. . . . . . .. .. . .' . . .. . . . . . . . . . . . . . . . . . . . . .. 34 3eotionl9'3 Construction .............................................. 34 8ectioozl9.3 Headings ..........................................'..... 34 Gectionl9'4 Waiver .................................................. 34 Section l9.5 Limitation nf Liability ..................................... 34 8ectiool9.G Conflicts Between Documents .........................'..... 34 Soutiool9.7 Assignment..'........................................... 34 iv 2006103 /3z%b DECLARATION OF COVENANTS, CONDITIONS RESTRICTIONS AND EASEMENTS FOR OLD SCHOOL STATION LIGHT INDUSTRIAL & TECHNOLOGY PARK This Declaration of Covenants, Conditions, Restrictions and Easements for OLD SCHOOL STATION LIGHT INDUSTRIAL & TECHNOLOGY PARK (the "Declaration") is made this day of April, 2006, by MONTANA VENTURE PARTNERS, LLC, a Montana limited liability company (the "Company"). ARTICLE I STATEMENT AND PURPOSE AND IMPOSITION OF COVENANTS Section I.I. Owner. The Company is the owner of the property in Flathead County, Montana, in the SE I/4 of Section 33, Township 28 North, Range 21 West, P.M.M., described as Lots I through 17, all as shown on the Subdivision Plat of Old School Station (the "Property"). Section 1.2. Purpose. The purpose of the Company in making this Declaration is to create a planned development known as Old School Station Light Industrial & Technology Park on the Property (the "Project" or "Old School Station"). The Company further intends to ensure the attractiveness of the Property, including the structures and other improvements constructed on it; to prevent any future impairment of the Property and to guard against the construction on the Property of improvements of improper or unsuitable materials or with improper quality or methods of construction; to protect and enhance the values and amenities of the Property; to provide for the operation, administration, use and maintenance of the Common Areas within the Property; to preserve, protect and enhance the values and amenities of the Property; and to promote the health, safety, and welfare of the owners of the Property. Section 1.3. Right to Expand. The Company also now owns or may in the future own additional real estate in Flathead County, Montana, which it may desire to incorporate into the Project (the "Expansion Property"), and the Company has reserved the right, but will not be obligated, to incorporate the Expansion Property in whole or in part in the regime established under this Declaration, all as provided in Article XiV below, so that the Expansion Property, if and when developed, will be treated as an integral part of Old School Station. Section 1.4. Imposition of Covenants. To accomplish the purposes indicated above, the Company hereby declares that from the date of recording this Declaration forward, the Property will constitute a planned light industrial and technology business park known as Old School Station, and will be held, sold, and conveyed subject to the following covenants, conditions, restrictions and easements (collectively, these "Covenants"). These Covenants shall run with the land and will be binding upon all persons or entities having any right, title, or interest in all or any part of the Property (including Declarant) and their heirs, successors, and assigns, and their tenants, employees, guests, and invitees. These Covenants will inure to the benefit of each Owner of the Property. ARTICLE II DEFINITIONS The following terms, as used in this Declaration, are defined as follows: Section 2.1. "Annexation " means the process by which portions of the Expansion Property are made subject to this Declaration pursuant to Article XN below. Section 2.2. "Annual Assessment" means the Assessment levied annually pursuant to Section 9.3. Section 2.3. "Articles " or "Articles of Incorporation " means the Articles of incorporation for the OId School Station Light Industrial & Technology Park Lot Owners' Association, Inc., which have been filed with the Secretary of State of Montana, as such articles may be amended from time to time. Section 2.4. `Assessments" means the Annual, Special, and Default Assessments levied pursuant to Article IX to meet the estimated cash requirements of the Association. Section 2.5. "Association " means the Old School Station Light Industrial & Technology Park Lot Owners' Association, Inc., a Montana nonprofit corporation. Section 2.6. `Board of Directors" or "Board" means the Board of Directors of Association. Section 2.7. `Building" means a building or other structure constructed on a Lot. Section 2.8. "Building Site " means the building envelope or area within a Lot delineating the boundaries within which a Building or other Improvement may be located, always subject to the prior wzitten approval of the Design Review Committee. Section 2.9. "Bylaws " means the bylaws of the Association which establish the methods and procedures of its operation, as such bylaws may be amended from time to time. Section 2.10. "City of Kalispell" means the City of Kalispell, Montana. N Section 2.11. "Common Area" means any real property described as Common Walking Path, Common Landscaping Buffer, and any other property in which the Association owns an interest for the common use, benefit and enjoyment of some or all of the Members and such other persons as may be permitted to use the Common Area under the terms of this Declaration or any contract with the Association. Section 2.12. "Common Expenses" means (i) premiums for the insurance carried by the Association under Article XII; (ii) all other expenses incurred by the Association in administering, servicing, conserving, managing, maintaining, repairing or replacing the Common Area and any Improvements located on it; (iii) all expenses expressly declared to be Common Expenses by the OId School Station Documents; (iv) all expenses lawfully determined to be Common Expenses by the Board of Directors; and (v) all expenses to be allocated among the Owners as provided in Article IX. Section 2.13. "Declarant" means Montana Venture Partners, LLC, a Montana limited liability company, or its successors or assigns, including any Successor Declarant to the extent the rights of Declarant are assigned to the Successor Declarant, as provided in Section 2.41. Section 2.14. `Declaration ofAnnexation " means a declaration prepared and recorded in accordance with the provisions of Article XIV to incorporate Expansion Property within the Property governed by this Declaration. Section 2.15. "Default Assessment" means any Assessment levied by the Association pursuant to Section 9.5. below. Section 2.16. `Default Rate "means an annual rate of interest that is the lesser of (i) five points above the prime rate charged by the Association's bank, and (ii) the maximum rate permitted by applicable law. Section 2.17. `Design Guidelines" means the guidelines and rules published and amended and supplemented from time to time by the Design Review Committee. Section 2.18. "Design Review Committee" or "Committee" means the committee formed pursuant to Article VI to maintain the quality and architectural harmony of improvements in Old School Station. Section 2.19. `Development Rights" is defined in Section 11.1.2. Section 2.20. `Director" means a member of the Board. Section 2.21. "Expansion Property" means such additional real.property now owned or in the future acquired by Declarant (including any Successor Declarant) as Declarant may make subject to the provisions of this Declaration by duly recorded Declaration of Annexation. Section 2.22. "First Mortgage" means any Mortgage which is not subject to any lien or encumbrance except liens for taxes or other liens which are given priority by statute. Section 2.23. "First Mortgagee" means the holder of record of a First Mortgage. 3 Section 2.24. "Improvement(s) " means all Buildings, parking areas, loading areas, fences, walls, hedges, plantings, lighting, poles, driveways, roads, trails, gates, signs, changes in any exterior color or shape, excavation and all other site work, including, without limitation, grading, road construction, utility improvements, removal of trees or plantings, and any new exterior construction or exterior improvement which may not be included in the foregoing. "Improvement(s)" does not include turf, shrub, or tree repair or replacement of a magnitude which does not change exterior colors or exterior appearances. "Enprovement(s)" does include both original improvements and all later changes and improvements. Section 2.25. "Lot" means a parcel of land designated as a lot on any Plat of the Property or of any Expansion Property which the Declarant makes subject to this Declaration. Section 2.26. "Maintenance Fund" means the fund created by Assessments and fees levied pursuant to Article IX below to provide the Association with the funds required to carry out its duties under this Declaration. Section 2.27. "Manager" means such person or entity retained by the Board of Directors to perform certain functions of the Board pursuant to this Declaration or the Bylaws. Section 2.28. "Mernber" means any person or entity holding membership in the Association. Section 2.29. "Mortgage" means any mortgage, deed of trust, trust indenture, contract for deed, or other document which is recorded in the office of the Clerk and Recorder of Flathead County, Montana, and which encumbers any portion of the Property or interest therein as security for the payment of a debt or obligation. Section 2.34. "Mortgagee" means any person named as a beneficiary or mortgagee under a Mortgage or any successor to the interest of any such person under such Mortgage. In the case of a contract for deed, the seller shall be considered the "Mortgagee" and the buyer shall be considered the "Owner". Section 2.31. "Old School Station"means the Old School Station subdivision, consisting of the Property (including any Expansion Property, after annexation of it in accordance with Article XVI) and all of the Improvements Iocated thereon. Section 2.32. "Old School Station Documents" means the basic documents creating and governing Old School Station, including, but not limited to, this Declaration, the Articles of Incorporation and Bylaws, the Design Guidelines, the Old School Station Rules and any other procedures, rules, regulations or policies adopted by the Association, all as may be amended from time to time. Section 2.33. "Old School Station Rules" means the rules and regulations adopted by the Association from time to time as provided in Section 5.3. Section 2.34. "Owner" means the owner of record (including Declarant, and including the most recent contract purchaser, but excluding all contract sellers), whether one or more persons or entities, of fee simple title to any Lot. If the Lot is subject to one or more contracts for deed, the Owner means the owner of the purchaser's interest in the most recent contract for deed. However, 4 "Owner" does not mean or refer to any person or entity who holds such interest merely as security for the performance of a debt or other obligation, including a Mortgage or Trust Indenture, unless and until such person or entity has acquired fee simple title pursuant to foreclosure or other proceedings. Section 2.35. "Period of Declarant Control" means the period beginning on the date this Declaration is first recorded in the office of the Clerk and Recorder of Flathead County, Montana, and ending on the earlier of. (a) the date which is 15 years later, or (b) the date on which the Declarant has platted all of the Expansion Property and sold 100% of the Lots in each of the Plats. When Declarant has determined that no additional property shall be considered Expansion Property, Declarant shall so notify the Association in writing. The Period of Declarant Control may be reinstated or extended by agreement between Declarant and the Association, subject to whatever terms, conditions, and Iimitations the Board of Directors may impose on the subsequent exercise by the Declarant of the Special Declarant Rights. After the termination of the Period of Declarant Control, Declarant, if still an Owner, will continue to have all the rights and duties ordinarily given to Members under this Declaration. Section 2.36. "Person" (whether or not in capitalized form) means a natural person, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or combination of the foregoing. Section 2.37. "Plat" means any engineering surveyor surveys of all or part of the Property and/or the Expansion Property, together with such other diagrammatic plans and information regarding the Property as may be required by applicable law, or as may be included in the discretion of Declarant, as each such survey may be amended and supplemented from time to time, and all as recorded in the office of the Clerk and Recorder for Flathead County, Montana. Section 2.39. "Property" means and includes the property described in Section 1.1 and initially subjected to this Declaration, and also refers to any additional real property that may be incorporated in the Project from time to time and made subject to these Covenants pursuant to the provisions of this Declaration. Section 2.39. "Special Assessment" means an Assessment levied pursuant to Section 9.4. Section 2.40. "Special Declarant Rights" is defined asset forth in Section 11.1 below. Section 2.41. "Successor Declarant" means any party or entity to whom Declarant assigns any or all of its rights, obligations or interest as Declarant, as permitted by Section 19.7 and evidenced by an assignment or deed of record in the office of the Clerk and Recorder of Flathead County, Montana, and which designates such parry as a Successor Declarant and is signed by the transferor and the transferee. Upon such recording, Declarant's rights and obligations under the Declaration will cease and terminate to the extent provided in such document, and all such rights and obligations shall be transferred to and assumed by the Successor Declarant to the extent provided in such document. ARTICLE III EXPANSION AND PLAT Q Section 3.1. Expansion. Declarant reserves the right to exercise all Development Rights in connection with the Old School Station subdivision in accordance with Article Xl below. Section 3.2. Declaration of Lot Boundaries. The boundaries of each Lot are delineated on the Plat, and each Lot is identified by the number or address noted on the Plat. Section 3.3. Plat. The Plat or Plats will be filed and made of record in the office of the Clerk and Recorder of Flathead County, Montana. ARTICLE IV ASSOCIATION MEMBERSHIP AND VOTING RIGHTS Section 4.1. Membership. Every Owner, by virtue of being an Owner, and for so long as he is an Owner, will be a Member of the Association. Membership will be appurtenant to and may not be separated from ownership of any Lot. No Owner, whether one or more persons, will have more than one membership per Lot owned, but all of the persons owning each Lot will be entitled to rights of membership and of use and enjoyment appurtenant to such ownership. The Declarant shall be considered an Owner and shall be a Member of the Association with all of the same privileges of the other Owners and Members. For purposes of voting, the Declarant shall have one vote for each Lot owned by the Declarant. For purposes of Assessments, the Declarant shall be exempt from all forms of Assessments imposed pursuant to this Declaration. Section 4.2. Transfer of Membership. An Owner may not transfer, pledge, or alienate its Association membership in any way except upon the sale or encumbrance of its Lot, and then only to the purchaser or Mortgagee of his Lot. Section 4.3. Classes of Membership. The Association will have one class of voting membership which shall be composed of all Owners, including Declarant, except that the Declarant shall have such additional rights and responsibilities as expressly provided in this Declaration. Section 4.4. Voting Rights. All Members shall be entitled to vote on Association matters on the basis of one vote for each Lot owned. When more than one person holds an ownership interest in any Lot, all such persons will be Members. The vote for such Lot may be exercised by one person or alternative persons as the Owners among themselves determine. If more than one of the multiple Owners are present at a meeting in person or by proxy, the vote allocated to their Lot may be cast only in accordance with the majority agreement of the Owners. There is a majority agreement if any one of the multiple Owners casts the vote allocated to his Lot without protest promptly being made to the person presiding over the meeting by any of the other Owners of the Lot. Section 4.5. appointment of Officers and Directors by Declarant. Until the expiration of the Period of Declarant Control, Declarant will retain the exclusive right to appoint, remove, and replace Directors and officers of the Association. Notwithstanding the foregoing, Declarant may voluntarily surrender the right to appoint, remove, and replace Directors and officers of the Association before the end of the Period of Declarant Control by providing a notice to that effect to the Association and otherwise complying 0 1 /25Q-�D with the procedures for termination of this Special Declarant Right, as set forth in the Bylaws. However, upon voluntarily terminating this Special Declarant Right in advance of the expiration of the Period of Declarant Control, Declarant may require that specified actions of the Association or the Board, as described in an instrument executed and recorded by Declarant in the office of the Clerk and Recorder of Flathead County, Montana, be approved by Declarant before those actions become effective. Section 4.6. Notice of Membership. Any person, on becoming a Member, will famish the Secretary of the Association with a photocopy or certified copy of the recorded instrument or such other evidence as may be specified by the Board under the Bylaws or the Old School Station Rules, vesting the person with the interest required to make him a Member. At the same time, the Member will provide the Association with written notice of the single name and address to which the Association will send any notices given pursuant to the Old School Station Documents. The Member will state in such notice the voting interest in the Association to which the Member believes he is entitled and the basis for that determination. In the event of any change in the facts reported in the original written notice, including any change of ownership, the .Member will give a new written notice to the Association containing all of the information required to be covered in the original notice. Section 4.7. Owner's and ,4ssociation 's Addresses for Notices. All Owners of each Lot will have one and the same registered mailing address to be used by the Association or other Owners for notices, demands and all other communications regarding Association matters. The Owner or Owners of a Lot will furnish the registered address to the Secretary of the Association within five days after receiving title to the Lot. The registration shall be in written form and signed by all of the Owners of the Lot or by such persons as are authorized by law to represent the interests of all Owners of the Lot. If no address is registered or if all of the Owners cannot agree, then the address of the Lot will be deemed the registered address until another registered address is furnished as required under this Section. If the address of the Lot is the registered address of the Owners, then any notice will be deemed duly given if delivered to any person occupying the Lot or sent to the Lot by any other means specified for notice in any of the Old School Station Documents. If delivery is unsuccessfully attempted as described in the prior sentence and if the Lot is unoccupied, the notice will also be deemed duly delivered if it is held and made available for the Owners at the principal office of the Association. All notices and demands intended to be served upon the Board of Directors will be sent to the address of the Association or such other address as the Board may designate from time to time by a notice delivered to all Owners in accordance with this Section. All notice given under this Declaration shall be effective upon receipt if personally delivered; notice given by overnight courier service shall be effective one business day following timely deposit with a courier service; notice given by regular, registered or certified mail, postage prepaid, shall be effective three days after deposit in the U.S. mail. Section 4.8. Compliance with Old School Station Documents. Each Owner shall abide by and benefit from the provisions, covenants, conditions, and restrictions contained in the Old School Station Documents. r7 -20 :.03 /02,70 ARTICLE V POWERS AND DUTIES OF THE ASSOCIATION Section 5.1. Association's Management Duties. Subject to the rights and obligations of Declarant as set forth in this Declaration and to the rights and obligations of the other Owners, the Association will be responsible for the administration and operation of the Project. The Board of Directors will exercise for the Association all powers, authority and duties vested in or obligated to be performed by the Association and not reserved to Declarant or the other Members by this Declaration, the other Old School Station Documents, or other applicable law. Section 52. Common Area. 5.2.1. Conveyance by Declarant. During the Period of Declarant Control, Declarant will convey to the Association, by written instrument recorded with the Clerk and Recorder of Flathead County, Montana, the Common Area, including any Improvements located thereon, and the rights and easements appurtenant to such properly. From time to time before the expiration of the Period of Declarant Control, Declarant may, but will not be obligated to, convey to the Association, by written instrument recorded with the Clerk and Recorder of Flathead County, Montana, other parts of the Property (including the Expansion Property) as Common Area. 5.2.2. Use of Common Area, The Common Area generally is designated by this Declaration for the common use, benefit and enjoyment of the Owners and their tenants, employees, guests and invitees, and such other persons as may be permitted to use the Common Area by agreement established under Sections 5.2.6. or 5.2.7. below or otherwise. 5.2.3. No Dedication to the Public. Nothing in this Declaration or the other Old School Station Documents will be construed as a dedication to public use, a grant to any public municipal or quasi -municipal authority or utility, or an assumption of responsibility for the maintenance of any Common Area by such authority or utility, absent an express written agreement to that effect. 5.2.4. Association's Responsibility for Common Area. The Association, subject to the rights and obligations of the Owners set forth in this Declaration, shall be responsible for the management and control of the Common Area and all Improvements on the Common Area, and shall keep it in good, clean, and attractive condition and repair consistent with the standards of Old School Station. 5.2.5. Declarant's Right to Perform for the Account of the Association. In the event the Association does not repair or maintain the Common Area, Declarant will have the right, but not the obligation, to perforce such duties for the Association. In that event, Declarant will be entitled to reimbursement from the Association of all costs incurred by Declarant, such reimbursement being due within 30 days after the receipt by the Association of an invoice from Declarant, itemizing the costs incurred. After expiration of the 30-day period allowed for payment, Declarant may collect interest on the amount due at the Default Rate. 5.2.6. Declarants Agreements Regarding Common Area. Upon Declarant's transfer to the Association of any Common Area as provided in this Declaration, Declarant may agree under the terms of the transfer that the Association will be required to contract with /XL10 organizations operating within or in the vicinity of Old School Station to allow use of all or part of the Common Area under such terms and for such charges as may be acceptable to Declarant and such Association or other organizations. Any use of the Common Area by Owners and their tenants, employees, guests, and such other persons permitted access to the Common Area will be subject to any applicable Old School Station Rules governing the Common Area. 5.2.7. Association's Agreements Regarding Common Area. The Association, acting through the Board of Directors, may grant easements, rights -of -way, leases, licenses and concessions through or over the Common Area without independent approval of the Owners. Without limiting the generality of the foregoing, the Association may grant such rights to suppliers of utilities serving the Project or property adjacent to the Project and to developers or owners of property adjacent to the Project for the purpose of accommodating minor encroachments onto the Common Area or other purposes that do not unreasonably interfere with the use and enjoyment of the Common Area by the Owners. Section 5.3. Rules and Regulations. 5.3.1. From time to time and subject to the provisions of the Old School Station Documents, the Board of Directors may adopt, amend, and repeal rules and regulations (the "Old School Station Rules"), which shall govern the use of the Common Area, among other things and without Iimitation. A copy of the Old School Station Rules in effect will be distributed to each Member of the Association, and any change in the Old School Station Rules will be distributed or made available to each Member within a reasonable time following the effective date of the change. 5.3.2. Enforcement. The Board of Directors will provide for enforcement of the Old School Station Rules as set forth in the Bylaws. Without limiting the generality of the foregoing, the Board may suspend the voting rights of a Member for an infraction of the Old School Station Rules after notice and hearing as provided in the Bylaws. Section 5.4. Cooperation with .Municipality/Districts. The Association will cooperate in all respects with the City of Kalispell, Montana and any special improvement district to enable both the Association and the City to most efficiently and economically provide their respective services to the Owners. Section 5.5 Sanitary Sewer and Water Facilities. 5.5.1. Sanitary Sewer —Initial Construction. Each Lot shall be served by municipal sanitary sewer service provided by the City of Kalispell. Declarant or the City of Kalispell shall be responsible for the initial construction of the sewer mains and the stub out at or near the property line of each Lot. Each Owner shall be responsible for the construction of all sewer facilities located on that Owner's Lot, including but not limited to the service Iine running from the improvements to sewer main stub out; and, if required, the pump and pumping system and appurtenances needed to pump the sewage from the Improvements to the sewer main. Each Owner shall also install and be responsible for any control and alarm panels, wiring and electrical connections relating to the pumping system. All Owners shall install a pumping system which is in compliance with applicable M requirements of the City of Kalispell, Montana. If required by the City of Kalispell, each Owner shall also install and be responsible for any required sewage pretreatment systems. 5.5.2. Sanitary Sewer — Ongoing Maintenance. On completion, the sewer mains will be conveyed to, owned, operated, repaired, maintained, and replaced by the City of Kalispell. On completion, each Owner shall be responsible for the operation, repair, maintenance, and replacement of all sewer facilities other than the sewer main, including but not limited to the facilities located on that Owner's Lot including the sewer main stub out at or near the property line. Each Owner agrees to install, operate, repair, maintain, and replace the sewer facilities for which the Owner is responsible in such a manner as to cause no injury to other property or the overall sewer system, and to be in compliance with any ordinances, rules and regulations adopted by the City of Kalispell. 5.5.3, Sanitary Sewer —Fees. On completion of the installation of the sewer infrastructure, the City of Kalispell has agreed to provide sanitary sewer service to each Lot. Each Owner shall pay directly to the City of Kalispell such amounts for sanitary sewer service, including monthly charges, hook-up fees, and all other fees and charges as may be set from time to time by the City of Kalispell. 5.5.4. Water Service. Each Lot shall be served by the municipal water system of City of Kalispell. Declarant or the City of Kalispell shall be responsible for the initial construction of the water mains, the shutoff valve (curb stop) located at or near the property line of each Lot; and the service line running between the water main and the shutoff valve located at or near the property line. If a pressure -reducing valve is required in order to reduce the water pressure, the Owner shall furnish and install such valve. 5.5.5. Water Service —Ongoing Maintenance. Each Owner shall be responsible for the operation, repair, maintenance, and replacement of all water facilities located on that Owner's Lot, including but not limited to the service line running from the Improvements to the shutoff valve located at or near the property line, and, if required, the individual pressure reducing valve and appurtenances. 5.5.6. Water Service — Fees. Each Owner shall pay to the City of Kalispell such amounts for water service, including monthly charges, hook-up fees, and all other fees and charges relating to water service as may be set from time to time by the City of Kalispell. 5.5.7. Water Service - Common Areas. in the event the Association installs a separate water meter for the irrigation of the Common Areas, the water charges from the City of Kalispell for the separate meter shall be a Common Expense. Section 5.6. Delegation by Association. 5.6.1. Manager, The Association may employ or contract for the services of a Manager to act for the Association, the Board, and the officers according to the powers and duties delegated to the Manager pursuant to the Bylaws or resolution of the Board. Neither the Board nor any officer of the Association will be liable for any omission or improper exercise by a Manager of any such duty, power, or function so delegated by written instrument executed by or on behalf of the Board. The Manager may be the Declarant or a party related to Declarant. 10 200CI0 '�3�2-2b 5.6.2. Committees. The Association may delegate any of its rights, duties, or responsibilities to any committee or other entity (in addition to the Design Review Committee) that the Board may choose to form. 5.6.3. Limitation. Any delegation by the Board under this Section is subject to compliance with the Bylaws and the requirement that the Board, when so delegating, will not be relieved of its responsibilities under the Old School Station Documents. Section 5.7. Ownership of Personal Property and Real Property for Common Use. The Association, through action of its Board of Directors, may acquire, hold, and dispose of personal property and real property. The Board, acting on behalf of the Association, will accept any real or personal property, leasehold, or other property interests within Old School Station and conveyed to the Association by Declarant. Section 5.8. Paths, Landscaping &.Irrigation. The Association shall be responsible for maintaining all paths, walkways, bike paths, landscaping, irrigation, and other improvements constructed by Declarant or the Association and located either within the Common Area shown on the Plat or (with the permission of the City of Kalispell) located within the public road rights -of -way. Section 5.9. Books and Records. The Association will make available for inspection by Owners and Mortgagees, upon request, during normal business hours or under other reasonable circumstances, current copies of the Old School Station Documents, and the books, records, and financial statements of the Association prepared pursuant to the Bylaws. The Association may charge a reasonable fee for copying such materials. Section 5.10. Reserve Account. The Association will. establish and maintain an adequate reserve fund from Annual Assessments levied pursuant to Section 9.3. for maintenance, repair, or replacement of the Common Area and Improvements located within the Common Area and for any other facilities made available to the Association, any of which must be replaced on a periodic basis with contribution from the Association. Section 5.11. WorkZng Capital Account. In order to provide the Association with adequate working capital funds, the Association will collect at the time of the sale of each Lot an amount equal to three months' installments of the Annual Assessments at the rate in effect at the time of the sale. The Association will maintain such funds in a segregated account to meet unforeseen expenditures or to acquire additional equipment or services for the benefit of the Members. Such payments to the fund will not be considered advance payments of Annual Assessments, Section 5.12. Successor to Declarant. The Association will succeed to all of the rights, duties, and responsibilities of the Declarant under this Declaration upon termination of the Period of Declarant Control. Notwithstanding the preceding sentence, the Association will not succeed to any rights of Declarant regarding any portion of the Expansion Property which has not then been incorporated into the Property. Section 5.13. Implied Rights and Obligations. The Association will perform all of the duties and obligations imposed on it expressly by the Old School Station Documents, together with every other duty or obligation reasonably to be implied from the express provisions of the Old School Station Documents or reasonably necessary to satisfy any such duty or obligation. The Association may exercise any other right or privilege (i) given to it expressly by the Old School zoo w"? ) Station Documents, (ii) reasonably to be implied from the existence of another right or privilege given expressly by the Old School Station Documents, or (iii) reasonably necessary to effectuate any such right or privilege. ARTICLE VI DESIGN REVIEW COMMITTEE Section 6.1. Committee and Guidelines. There is hereby established a Design Review Committee, which will be responsible for the establishment and administration of Design Guidelines to facilitate the purposes and intent of this Declaration. In its sole discretion, the Committee may amend, repeal, and augment the Design Guidelines from time to time. The Design Guidelines will be binding on all Owners and other persons governed by this Declaration. The Design. Guidelines may include, among other things, those restrictions and limitations set forth below: 6.1.1. Procedures for making application to the Committee for design review approval, including the documents to be submitted and the time limits in which the Committee must act to approve or disapprove any submission. 6.1.2. Time limitations for the completion of the Improvements for which approval is required under the Design Guidelines. 6.1.3. Designation of the Building Site on a Lot, thereby establishing the maximum developable area of the Lot. 6.1.4. Minimum and maximum square foot areas of the Improvements that may be developed on any Lot. 6.1.5. Landscaping regulations to benefit the aesthetics and architectural harmony of Old School Station. 6.1.6. General instructions for the construction, reconstruction, refinishing or alteration of any Improvement, including any plan to excavate, fill, or make any other temporary or permanent change in the natural or existing surface contour or drainage. 6.1.7. General instructions for any installation of utility lines or conduits on the Property. 6.1.8. General instructions addressing matters such as loading areas, waste storage, trash removal, equipment and materials storage, grading, transformers and meters. Section 6.2. Committee Membership. The Committee will be composed of three Members. All of the members of the Committee will be appointed, removed, and replaced by Declarant, in its sole discretion, until the expiration of the Period of Declarant Control or such earlier time as Declarant may elect to voluntarily waive this right by written notice to the Association. At that time the Board of Directors will succeed to Declarant's right to appoint, remove, or replace the members of the Committee. 12 Section 6.3. Purpose and General Authority. The Committee will review, study, and either approve or reject proposed Improvements on the Property, all in compliance with this Declaration and as further set forth in the Design Guidelines and such rules and regulations as the Committee may establish from time to time to govern its proceedings. No Improvement will be erected, placed, reconstructed, replaced, repaired or otherwise altered, nor shall any construction, repair or reconstruction be commenced until plans for the Improvements have been approved by the Committee. However, improvements that are completely within a Building may be undertaken without such approval. All Improvements will be constructed only in accordance with approved plans. 6.3.1. Committee .Discretion. The Committee will exercise its best judgment to see that all Improvements conform and harmonize with any existing structures as to external design, quality and type of construction, seals, materials, color, location on the Building Site, height, grade and finished ground elevation, and the schemes and aesthetic considerations set forth in the Design Guidelines and the other Old School Station Documents. The Committee, in its sole discretion, may excuse compliance with such requirements as are not necessary or appropriate in specific situations and may permit compliance with different or alternative requirements. 6.3.2. Binding Effect. The actions of the Committee in the exercise of its discretion in approving or disapproving designs and other information submitted to it, or with respect to any other matter before it, will be conclusive and binding. Section 6.4. Organization and Operation of Committee. 6.4.1. Term. Subject to Section 6.2, the term of office of each member of the Committee, will be one year, commencing January 1 of each year and continuing until the member's successor is appointed. Should a Committee member die, retire or become incapacitated, or in the event of a temporary absence of a member, a successor may be appointed as provided in Section 6.2. 6.4.2. Chairman. So long as Declarant appoints the Committee, Declarant will appoint the chairman. At such time as the Committee is appointed by the Board of Directors, the chairman will be elected annually from among the members of the Committee by a majority vote of the members. In the absence of a chairman, the party responsible for appointing or electing the chairman may appoint or elect a successor, or if the absence is temporary, an interim chairman. 6.4.3. Operations. The Committee chairman will take charge of and conduct all meetings and will provide for reasonable notice to each member of the Committee prior to any meeting. The notice will set forth the time and place of the meeting, and notice may be waived by any member. 6.4.4. Voting. The affirmative vote of a majority of the members of the Committee will govern its actions and be the act of the Committee. 6.4.5. Expert Consultation. The Committee may avail itself of the assistance of consultants or other technical and professional advice as it deems appropriate. The Committee may delegate its plan review responsibilities, except final review and approval, to one or more of its members or to consultants retained by the Committee. Upon that delegation, the approval or 13 disapproval of plans and specifications by such member or consultant will be equivalent to approval or disapproval by the entire Committee. Section 6.5. Expenses and Design Review Fee, Except as provided in this Section below, all expenses of the Committee shall be paid by the Association and will constitute a Common Expense. The Committee shall have the right to charge a design review fee for making application to it for design review. The design review fee shall be in an amount which will be established by the Committee from time to time, and such fee shall be collected by the Committee and remitted to the Association to help defray the expenses of the Committee's operation. In addition, the Association may engage outside consultants and other professionals to review submissions, the cost of which shall be borne by the person or entity making the submission or request. Section 6.6. Othei-Requirements. Compliance with the Old School Station design review process is not a substitute for compliance with City of Kalispell building, zoning and subdivision regulations, and each Owner is responsible for obtaining all approvals, licenses, and permits as may be required prior to commencing construction. Further, the establishment of the Design Review Committee and of procedures for design review will not be construed as changing any rights or restrictions upon Owners to maintain and repair their Lots and Improvements as otherwise required under the Old School Station Documents. Section 6.7. Limitation of Liability. The Committee will use its own discretion in accepting or disapproving all plans and specifications submitted to it. Neither the Committee nor any individual Committee member will be liable to any person for any official act of the Committee in connection with submitted plans and specifications, except to the extent the Committee or any individual Committee member acted with malice or harmful intent. Approval by the Committee does not necessarily assure approval by the City of Kalispell. Notwithstanding that the Committee has approved plans and specifications, neither the Committee nor any of its members will be responsible or liable to any Owner, developer, or contractor with respect to any loss, liability, claim or expense which may arise by reason of such approval of the construction of the Improvements. Neither the Board, the Design Review Committee, nor any agent thereof, nor Declarant, nor any of its partners, employees, agents, or consultants will be responsible in any way for any defects in any plans or specifications submitted, revised, or approved in accordance with the provisions of the Old School Station Documents, nor for any structural or other defects in any work done according to such plans and specifications. In all events the Committee will be defended and indemnified by the Association in any such suit or proceeding which may arise by reason of the Committee's review or action. The Association, however, will not be obligated to indemnify each member of the Committee to the extent any such member of the Conunittee is adjudged to be liable for negligence or misconduct in the performance of his duty as a member of the Committee, unless and then only to the extent that the court in which such action or suit may be brought determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expense as such court shall deem proper. Section 6.8. Enforcement. 6.8.1, Inspection. Any member or authorized consultant of the Design Review Committee, or any authorized officer, Director, employee or agent of the Association may enter upon any Lot at any reasonable time after notice to the Owner, without being deemed guilty of trespass, in order to inspect Improvements constructed or under construction on the Lot to determine whether the 14 Improvements have been or are being built in compliance with the Old School Station Documents and the plans and specifications approved by the Design Review Committee. 6.8.2. Completion of Construction, Before any Improvements on a Lot may be occupied, the Owner of the Lot will be required to obtain a temporary certificate of occupancy issued by the Design Review Committee indicating substantial completion of the Improvements in accordance with the plans and specifications approved by the Committee, and imposing such conditions for issuance of a final certificate of occupancy as the Committee may determine appropriate in its reasonable discretion. Without limiting the generality of the preceding sentence, the Committee may require, as a condition to the issuance of the temporary certificate of occupancy, that the Owner deposit with the Committee such sums as may be necessary to complete the landscaping on the Lot by a specified date. If the landscaping is not completed as scheduled, the Committee may apply the deposit to cover the cost of completing the work and enforce such other remedies as are available to the Association for the failure of the Owner to comply with these Covenants, including without limitation the remedies set forth in Section 6.9. 6.8.3. Certificate of Compliance. Upon payment of reasonable fee established from time to time by the Design Review Committee, and upon written request of any Owner or his agent, an existing or prospective Mortgagee, or a prospective grantee, the Committee will issue an acknowledged certificate, in recordable form, setting forth generally whether, to the best of the Committee's knowledge, the Improvements on a particular Lot are in compliance with the terms and conditions of the Design Guidelines. Unless the Committee responds to such request within 45 days after its receipt of the request, it will be conclusively presumed that the Owner and the Owner's Improvements are in conformance with all the terms and conditions subject to the control of the Committee. 6.8.4. Deemed Nuisances.. Every violation of these Covenants is hereby declared to be and to constitute a nuisance, and every public or private remedy allowed for such violation at law or in equity will be applicable against a Member. Without Iimiting the generality of the foregoing, these Covenants may be enforced as provided below. (i) .Fines for Violations. The Committee may adopt a schedule of fines for failure to abide by the Committee rules and the Design Guidelines, including fines for failure to obtain any required approval from the Committee. (ii) Removal of iVonconfo7-7ning Improvements. The Association, upon request of the Committee and after reasonable time after notice to the Owner, without being deemed guilty of trespass, may remove any Improvement constructed, reconstructed, refinished, altered, or maintained in violation of these Covenants. The Owner of the Improvement will immediately reimburse the Association for all expenses incurred in connection with such removal. If the Owner fails to reimburse the Association within 30 days after the Association gives the Owner notice of the expenses, the sum owed to the Association will bear interest at the Default Rate from the date the expense was incurred by the Association through the date of reimbursement in full, and all such sums and interest will be a Default Assessment enforceable as provided in Article IX. 15 r Section 6.9. Continuity of Construction. All Improvements commenced on the Property will be prosecuted diligently to completion and will be completed within 18 months after commencement unless an exception is granted in writing by the Committee. If an Improvement is commenced and construction is then abandoned for more than 90 days, or if construction is not completed within the required 18-month period, then after notice and opportunity for hearing as provided in the Bylaws, the Association may impose a fine of not less than $100.00 per day (or such other reasonable amount as the Association may set) to be charged against the Owner of the Lot until construction is resumed or the Improvement is completed, as applicable, unless the Owner of the Lot can prove to the satisfaction of the Board of Directors that such abandonment is for circumstances beyond the Owner's control. Such charges will be a Default Assessment and lien as provided in Article IX. Section 6.10. Reconstruction of Common Area. The Association's reconstruction of any Common Area after destruction by casualty or otherwise that is accomplished in substantial compliance with "as built" plans for such Common Area will not require compliance with the provisions of this Article or the Design Guidelines. ARTICLE VII PROPERTY USE RESTRICTIONS Section 7.1. General Restriction. The Property will be used only for the purposes set forth in these Covenants, and as permitted by the applicable regulations of the City of Kalispell and the laws of the State of Montana and the United States, and as set forth in the Old School Station Documents or other specific recorded covenants affecting all or any part of the Property. Section 7.2. 4pproval of Design Review Committee and .Design Review Fee, No Improvement will be erected, placed, reconstructed, replaced, repaired or otherwise altered, nor will any construction, repair or reconstruction be commenced until plans for the Improvements shall have been approved by the Design Review Committee and the applicant has paid the design review fee described in Section 6.5. Section 7.3. Use of Lots. Each Lot may be used only for light industrial and technology - based businesses as specified by the Design Guidelines and for the purposes permitted by the applicable City of Kalispell zoning regulations. No Lot shall be used for residential purposes of any kind. Section 7.4 Off -Road Vehicle Use. Snowmobiles and off -road vehicles are prohibited from operating on the walking path, the buffer areas, the bicycle and pedestrian paths, or other trails or easements located on the Property, Section 7.5. Excavation. Excavation shall no7 be conducted except in connection with Improvements that have been approved by the Design Review Committee. For purposes of this Section, "excavation" means any disturbance of the surface of the land which results in a removal of earth, rock, or other substance a depth of more than 18 inches below the natural surface of the land. Section 7.6. Electrical, Television, Natural Gas, and Telephone Service. All electrical, television, cable, communications, telephone service, and natural gas installations will be placed underground. 16 Section 7.7. Sanitation. Each stricture designed for occupancy shall connect with the sanitary sewer facilities made available by the City of Kalispell. No septic tanks or drainfields shall be permitted on any Lot. Owners shall install, at the Owners' expense, all pretreatment facilities required by the City of Kalispell. Section 7.8. Dater. All Improvements shall connect with the municipal water supply made available by the City of Kalispell. Other than the two City of Kalispell wells, no wells from which water, oil, or gas is produced shall be permitted on the Property. Section 7.9. Signs. Signs of any kind are prohibited from being displayed to public view on or from any portion of the Property, except for signs approved by the Design Review Committee. No sign indicating that real property is for sale or lease shall exceed sixteen square feet in size. Section 7.10. Animals and Vets. No animals, pets, livestock, or poultry of any kind will be kept, raised, or bred on the Property. No business that processes or handles animals shall be located on the Property. Section 7.11. Drainage. Owners shall not conduct any work, place any landscaping, install any Improvements, or otherwise cause the existence of any condition whatsoever which will alter or interfere with the drainage pattern for the Property, except to the extent such alteration and drainage pattern is approved in writing by the Design Review Committee or the Board of Directors, and except for the right which is hereby reserved to Declarant to alter or change drainage patterns. Section 7.12. Trash. Trash, ashes, garbage, construction materials, or other refuse shall not be thrown or dumped on any land or area within the Property. There shall be no burning or other disposal of refuse outdoors. Each Owner shall provide suitable receptacles for the temporary storage and collection of refuse, and all such receptacles shall be screened from the public view and from the wind and shall be protected from animals and other disturbance. Section 7.13. Construction Regulations of the Design Guidelines. All Owners and contractors shall comply with the portions of the Design Guidelines regulating construction activities. Such regulations may affect, without limitation, the following: trash and debris removal; sanitary facilities; parking areas; outside storage; restoration of damaged property; conduct and behavior of builders, subcontractors, and Owners' representative on the Property at any time; the conservation of landscape materials; and fire protection. Section 7.14. Blasting. If any blasting is to occur, the Committee and Declarant shall be informed far enough in advance to allow them to make such investigation as they deem necessary to confirm that the appropriate protective measures have been taken prior to the blasting. Notwithstanding the foregoing, no approval of any blasting by Declarant or the Committee will in any way release the person conducting the blasting from all liability in connection with the blasting, nor will such approval in any way be deemed to make Declarant or the Committee liable for any damage which may occur from blasting. The person doing the blasting shall defend and hold harmless and hereby indemnifies Declarant and the Committee from any such expense or liability. Declarant or the Committee may impose any reasonable conditions and restrictions on all blasting, including time and date restrictions. 17 Section 7.15. Temporary Structures. Temporary structures are prohibited except as may be determined to be necessary during construction and as specifically authorized by the Design Review Committee, and except as necessary for the Declarant's exercise of the Special Declarant Rights. Section 7.16. Compliance with Laws. Subject to the rights of reasonable contest, each Owner will promptly comply with the provisions of all applicable laws, regulations, ordinances, and other governmental or quasi -governmental regulations with respect to all or any portion of the Property. No Owner or any person under the Owner's control or direction shall release, discharge, or emit on or from the Property or dispose of any material that is designated as hazardous or toxic under any federal, state, or local law, ordinance, or regulation on the Property. Section 7.17. Abandoned, Unsightly or Inoperable Motor Vehicles. Abandoned, unsightly, or inoperable motor vehicles of any kind shall not be stored or parked on any portion of the Property, except in an enclosed Building or if screened from the public's and the other Owners' view. A written notice describing the "abandoned, unsightly, or inoperable vehicle" and requesting its removal may be personally served upon the Owner or posted on the vehicle. If such vehicle has not been removed within 72 hours after notice has been given, the Association shall have the right to remove the vehicle without liability, and the expense of removal will be a Default Assessment charged against the Owner as provided in Section 9.5. Section 7.18. Outside Burning. Exterior fires, outside fireplaces, and incinerators are prohibited on the Property. An Owner shall not permit any condition upon its Lot which creates a fire hazard or is in violation of fire prevention regulations. Section 7.19. Fertilizers and Pesticides. Application of fertilizers or pesticides in the Project should be minimized to protect the water quality of the downstream residents. Section 7.20. Lighting. All exterior lighting of the Improvements and grounds on the Property will be subject to regulation and approval by the Design Review Committee and the City of Kalispell. Section 7.21. Obstruction. There will be no obstruction of any walkways, bike paths, or buffer areas. There shall be no interference with the free use of those walkways, bike paths, and buffer areas as may be reasonably required in connection with repairs. The Owners, their tenants, employees and guests and invitees are granted non-exclusive easements to use the walkways and bike paths within the Property. Such use will be subject to the Old School Station Rules adopted by the Board from time to time. Section 7.22. Street Addresses. Each Lot shall have a street address displayed with a design and in a location approved by the Design Review Committee. All street addresses shall be visible from the road, either on the improvements or at the driveway entrance. Section 7.23. Roofing Material. Owners shall utilize only Class A or B roofing materials as rated by the National Fire Protection Association. Section 7.24. Building Code. All Improvements shall be constructed in accordance with the applicable building codes of the City of Kalispell and the State of Montana. W. 200C103�5-2-70 Section 7.25. Fencing. Fencing and separation walls require the approval of the Design Review Committee. Section 7.2b. Nuisance. Obnoxious or offensive activity shall not be carried on within the Property, nor shall anything be done or permitted which will constitute a public nuisance. No commercially unreasonable noise or other nuisance will be permitted to exist or operate upon the Property so as to be offensive or detrimental to any other part of the Property or its occupants. Section 7.27. Use of Property During Construction. It is expressly permissible and proper for any Owner acting with the prior written consent of the Committee, and their respective employees, agents, independent contractors, successors, and assigns involved in the construction of Improvements on, or the providing of utility service to, the Property, or in the case of Declarant involved in the construction of Improvements on, or providing utility service to, the Property, the Expansion Property or other real property owned by Declarant, to perform such activities and to maintain upon portions of the aforementioned properties as they deem necessary, such facilities as may be reasonably required, convenient, necessary or incidental to such construction and development of the Property. This permission specifically includes, without limiting the generality of the foregoing, maintaining storage areas, construction yards, equipment, and signs. However, no activity will be performed and no facility will be maintained on any portion of the Property in such a way as to unreasonably interfere with or disturb any purchaser or Owner of a Lot, or to unreasonably interfere with the use, enjoyment or access of such Owner or his tenants, employees, guests, or business invitees, of and to his Lot. If any Owner's use under this provision is deemed objectionable by the Design Review Committee, then the Committee, as applicable, in its sole discretion, may withdraw this permission. Section 7.28. Combination of Lots. The Owner of two or more contiguous Lots may build one commercial structure or complex on the contiguous Lots, upon complying with all applicable requirements of the City of Kalispell, and with all applicable Design Guidelines, including without limitation, those procedures for adjusting the building envelopes otherwise created for the Lots to accommodate a larger commercial building or complex, and those measures necessary to preserve any easements reserved with respect to the contiguous Lots. The fact that two or more contiguous Lots maybe owned by one Person and developed with one commercial structure or complex will not affect the number of votes or the amount of Assessments allocated to the Lots. Section 7.29. Rental and Leasing. The Owner of a Lot will have the right to rent or lease his Lot and the Improvements thereon, subject to the following conditions: 7.29.1 The lease or rental agreement shall be specifically subject to the Old School Station Documents, and any failure of a tenant to comply with the Old School Station Documents shall constitute a default under the lease or rental agreement. 7.29.2 The Owner shall be liable for any violation of the Old School Station Documents committed by the Owner's tenant, without prejudice, however, to the Owner's right to collect any sums paid by the Owner on behalf of the tenant. Section 7.30. Enforcement. The Association may take such action as it deems advisable to enforce these Covenants as provided in this Declaration. In addition, the Association shall have a right of entry on any part of the Property for the purposes of enforcing this Article, and any costs incurred by the Association in connection with such enforcement which remain unpaid 30 days after 19 the Association has given notice of the costs to the Owner will be subject to interest at the Default Rate from the date of the advance by the Association through the date of payment in full by the Owner. Said costs will be treated as a Default Assessment enforceable as provided in Article IX. ARTICLE VIII OWNER'S OBLIGATIONS FOR MAINTENANCE Section 8.1. Owner's Responsibility for Lot. Except as provided in the Old School Station Documents or by written agreement with the Association, all maintenance of a Lot and the Improvements located on it will be the sole responsibility of the Owner of the Lot. Each Owner shall maintain its Lot in accordance with the community -wide standard of Old School Station. The Association shall, in the discretion of the Board, assume the maintenance responsibilities of such Owner if, in the opinion of the Board, the level and quality of maintenance being provided by such Owner does not satisfy such standard. Before assuming the maintenance responsibilities, the Board shall notify the Owner in writing of its intention to do so, and if the Owner has not commenced and diligently pursued remedial action within 30 days after the delivery of such written notice, then the Association may proceed. The expenses of the maintenance by the Board shall be reimbursed to the Association by the Owner within 30 days after the Association notifies the Owner of the amount due, and any sum not reimbursed within that 30 day period shall bear interest at the Default Rate from the date of the expenditure until payment in full. Such charges shall be a Default Assessment enforceable as provided in Article IX. Section 8.2. Owner's Negligence. If the need for maintenance, repair, or replacement of any portion of the Common Area (including Improvements Iocated thereon) arises because of the negligent or willful act or omission of an Owner or his family member, guest, invitee, tenant, or employee, then the expenses incurred by the Association for the maintenance, repair, or replacement shall be a personal obligation of that Owner. If the Owner fails to repay the expenses incurred by the Association within 30 days after delivery of written notice to the Owner of the amount owed, then those expenses shall bear interest at the Default Rate from the date of the advance by the Association until payment in full, and all such expenses and interest shall become a Default Assessment enforceable in accordance with Article IX. ARTICLE IX ASSESSMENTS Section 9.1. Creation of Lien and Personal Obligation for Assessments. Except as otherwise provided by this Declaration, Declarant, for each Lot owned hereby covenants, and each Owner of a Lot, by accepting a deed for a Lot, is deemed to covenant to pay the following to the Association: (1) the Annual Assessments imposed by the Board of Directors as necessary to fund the Maintenance Fund and to generally carry out the functions of the Association; (2) Special Assessments for capital improvements and other purposes as stated in this Declaration; and (3) Default Assessments which may be assessed against a Lot pursuant to the Old School Station Documents for the Owner's failure to perform an obligation under the Old School Station Documents or because the Association has incurred an expense on behalf of or caused by the Owner under the Old School Station Documents. WE 2006103 Notwithstanding the ownership of any Lot, the Declarant shall not be obligated to pay any of the Assessments described in this Declaration. All Assessments, together with fines, interest, costs, and reasonable attorneys' (and legal assistants') fees, shall be a charge and a continuing lien upon the Lot against which each such Assessment is made until paid. Each such Assessment, together with fines, interest, costs, and reasonable attorneys' (and legal assistants') fees, shall also be the personal and individual obligation of the Owner of such Lot as of the time the Assessment falls due. All Owners having an ownership interest in a single Lot shall be jointly and severally liable for such obligations. No Owner may exempt himself from liability for any Assessments by abandonment of his Lot or by waiver of the use or enjoyment of the Common Area. Suit to recover a money judgment for unpaid Assessments and related charges as listed above may be maintained without foreclosing or waiving the Assessment lien provided in this Declaration. Section 9.2. Purpose of Assessments. The Assessments levied by the Association shall be used exclusively to promote the business, health, safety, recreation, and welfare of the Owners and occupants of Old School Station. Section 9.3. 4nnual,4ssessnients. 9.3.1. Calculation of Annual Assessments. The Board of Directors shall prepare a budget before the close of each fiscal year of the Association. Annual Assessments for Common Expenses shall be based upon the estimated net cash flow requirements of the Association to cover items including, without limitation, the cost of routine maintenance, repair, and operation of the Common Area, expenses of management, and premiums for insurance coverage as deemed desirable or necessary by the Association, snow removal, landscaping, care of grounds and common lighting within the Common Area, routine renovations within the Common Area, wages, common water and utility charges for the Common Area, legal and accounting fees, management fees, expenses and liabilities incurred by the Association under or by reason of this Declaration, payment of any deficit remaining from a previous Assessment period, and the supplementing of the reserve fund for general and routine maintenance, repairs, and replacement of improvements within the Common Area on a periodic basis, as contemplated under Section 5.10. 9.3.2. 4ppoi-tionrnent of,4nnual Assessments. Except as otherwise provided herein, each Owner shall be responsible for that Owner's share of the Common Expenses, which from time to time will be divided equally among the Lots included in the Project under this Declaration. Accordingly, at any given time, an Owner's share of Common Expenses will be determined as a fraction, the numerator of which is the number of Lots owned by the Owner, and the denominator of which is the number of Lots then platted and incorporated into the Project. Notwithstanding the foregoing, the costs of insurance may be assessed in proportion to risk, and the costs of utilities may be assessed in proportion to usage. 9.3.3. Collection. Annual Assessments shall be collected in periodic installments as the Board may determine from time to time, but until the Board directs otherwise, they shall be payable quarterly in advance on the first day of each calendar quarter. The omission or failure of the Association to fix the Annual Assessments for any Assessment period shall not be deemed a waiver, modification, or release of the Owners from their obligation to pay the same. The Association shall 21 have the right, but not the obligation, to make pro rata refunds of any Annual Assessments in excess of the actual expenses incurred in any fiscal year. 9.3.4. Date of Commencement of Annual Assessments. The Annual Assessments shall commence as to all Lots on January 1, 2007. 9.3.5. Capitalization of the Association. Upon acquisition of record title to a Lot from Declarant or any seller after Declarant, each Owner shall contribute to the working capital and reserves of the Association an amount equal to three months' installments of the Annual Assessment at the rate in effect at the time of the sale. Section 9.4. Special Assessments. 9.4.1. Determination by Board. The Board of Directors may levy in any fiscal year one or more Special Assessments, applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, repair, or replacement of a described capital improvement upon the Common Area, including the necessary fixtures and personal property related thereto, or, after adopting and submitting a revised budget to the Association as may be required to make up any shortfall in the current year's budget. 9.4.2. Apportionment and Collection of Special Assessments. The Board shall apportion Special Assessments among the Lots and collect payment according to the same guidelines as set forth for Annual Assessments in Section 9.3.2. Lots in a newly platted portion of Expansion Property shall not be subject to Special Assessments which preceded the recording of the new Plat unless the Special Assessment is due in monthly or periodic installments, in which case the Lots in the newly platted Expansion Property shall be subject to the Special Assessment only to the extent of the installments which are not yet due at the time of the recording of the new Plat. 9.4.3. Notice. Notice of the amount and due dates for such Special Assessments shall be sent to each Owner at least 30 days prior to the due date. Section 9.5. Default Assessments. All monetary fines, penalties, interest or other charges or fees (excluding Annual and Special Assessments) levied against an Owner pursuant to the Old School Station Documents, or any expense of the Association which is the obligation of an Owner or which is incurred by the Association on behalf of the Owner pursuant to the Old School Station Documents, and any expense, including but not limited to, reasonable attorneys' and legal assistants' fees, incurred by the Association as a result of the failure of an Owner to abide by the Old School Station Documents, constitutes a Default Assessment, enforceable as provided in this Declaration below. Section 9.6. General Remedies ofAssociation forNonpayment of Assessment. Any installment of an Annual Assessment or a Special Assessment which is not paid within 30 days after its due date shall be delinquent. In the event that an installment of an Annual Assessment or Special Assessment becomes delinquent, or in the event any Default Assessment is established under this Declaration, the Association, in its sole discretion, may take any or all of the following actions: 9.6.1. Assess a late charge for each delinquency at uniform rates set by the Board of Directors from time to time; 22 200GI03 0,2�'D 9.6.2. Charge interest at the Default Rate from the date of delinquency; 9.6.3. Suspend the Owner's voting rights during any period of delinquency; 9.6.4. Accelerate all remaining Assessment installments for the fiscal year in question so that unpaid Assessments for the remainder of the fiscal year will be due and payable at once; 9.6.5. Bring an action at law against any Owner personally obligated to pay the delinquent Assessment charges; 9.6.6. File a Iien on the delinquent Owner's Lot and foreclose as set forth in more detail below. The remedies provided under this Declaration shall not be exclusive, and the Association may enforce any other remedies to collect delinquent Assessments as may be provided by law. Section 9.7. Assessment Lien. Any Assessment chargeable to a Lot shall constitute a lien on the Lot, effective the due date of the Assessment. To evidence the lien, the Association may, but shall not be obligated to, prepare a written lien statement setting forth the name of the Owner, the legal description of the Lot, the name of the Association, and the delinquent Assessment amounts then owing. Any such statement shall be duly signed and acknowledged by an officer of the Association, a Director, or by the Manager, and it shall be served upon the Owner of the Lot by mail to the address of the Lot or at such other designated address as the Association may have in its records for the Owner. At least 10 days after the Association mails the statement to the Owner, if the lien is not satisfied, the Association may record the lien in the office of the Clerk and Recorder of Flathead County, Montana. Thirty days following the mailing of such notice to the Owner, the Association may proceed to foreclose the lien in the same manner as provided for the foreclosure of mortgages under the statues of the State of Montana. The Association will have the power to bid on a Lot at foreclosure sale and to acquire, hold, lease, mortgage, and convey the Lot. Section 9.S. Successor's LiabilityforAssessment. All successors to the fee simple title of a Lot, except as provided in Section 9.9., will be jointly and severally liable with the prior Owner or Owners thereof for any and all unpaid Assessments, interest, late charges, costs, expenses, and attorneys' and legal assistants' fees levied against such Lot without prejudice to any such successor's right to recover from any prior Owner any amounts paid by such successor. This liability of a successor will not be personal and will terminate upon termination of such successor's fee simple interest in the Lot. 7n addition, such successor will be entitled to rely on the statement of status of Assessments issued by or on behalf of the Association pursuant to Section 9.12. Section 9.9. Subordination of the Lien. The lien for delinquent Assessments will be superior to and prior to all other liens and encumbrances except the following: 9.9.1. Liens and encumbrances recorded before the date of the recording of this Declaration; 9.9.2. Liens for real estate taxes and other governmental assessments or charges duly imposed against the Lot by a Montana governmental or political subdivision or special taxing district, or any other liens made superior by statute; and 23 9.9.3. The lien for all sums unpaid on a First Mortgage recorded before the date on which the Assessment sought to be enforced became delinquent, including any and all advances made by the First Mortgagee, even though some or all of such advances may have been made subsequent to the date of attachment of the Association's lien. Section 9.10. Reallocation of Assessments Secured by Extinguished Liens. The sale or transfer of any Lot to enforce any of the liens to which the lien for Assessments is subordinate shall extinguish the lien of such Assessments as to installments which became due prior to such sale or transfer. The amount of such extinguished lien may be reallocated and assessed to all Lots as a Common Expense at the direction of the Board of Directors. However, such sale or transfer shall not relieve the purchaser or transferee of a Lot from liability for, or the Lot from the lien of, any Assessments made after the sale or transfer. Section 9.11. Exenspt .Property. The following portions of the Property will be exempt from the Assessments, charges, and liens created under this Declaration: 9.11.1. Any Lot owned by Declarant; 9.11.2. All utility lines and easements; and 9.11.3. All Common Areas. Section 9.12. Statement of Status of Assessments. The Association will furnish to an Owner, his designee, or any Mortgagee a statement setting forth the amount of unpaid Assessments then levied against the Lot in which the Owner, designee or Mortgagee has an interest. The Association will deliver the statement personally or by certified mail, first class postage prepaid, return receipt requested, to the inquiring party within 14 business days after the registered agent of the Association receives the request by personal delivery or by certified mail, first class postage prepaid, return receipt requested. The information contained in such statement, when signed by an officer, a Director, or the Manager, will be binding upon the Association, the Board, and every Owner as to the person or persons to whom such statement is issued and who rely on it in good faith. Section 9.13. Failure to Assess. The omission or failure of the Board to fix the Assessment amounts or rates or to deliver or mail to each Owner an Assessment notice shall not be deemed a waiver, modification, or a release of any Owner from the obligation to pay Assessments. In such event, each Owner will continue to pay Annual Assessments on the same basis as for the last year for which an Assessment was made until a new Assessment is made, at which time any shortfalls in collections may be assessed retroactively by the Association. ARTICLE X PROPERTY RIGHTS OF OWNERS Section 10.1. Owner's Easements ofAccess and Enjoyment. Every Owner shall have a perpetual, non-exclusive easement for ingress, egress and utilities to and from his Lot and for the use and enjoyment of the Common Area, which easement is appurtenant to and shall pass with the title to every Lot, subject to the provisions set forth in this Declaration. 24 Section 10.2. Delegation of Use. Any Owner rday delegate, in accordance with the Old School Station Documents, its rights of access and enjoyment described in Section 10.1 above to its tenants, employees, family, guests or invitees. Section 10.3. Easements of Record and of Use. The Property shallll be subject to all casements shown on any recorded Plat and to any other easements of record or of use as of the date of recordation of this Declaration. Section 10.4. Emergency Access Easement. A general easement is hereby granted to all police, sheriff, fire protection, ambulance, and all other similar emergency agencies or persons to enter upon all streets and upon the Property in the proper performance of their duties. ARTICLE)a SPECIAL DECLARANT RIGHTS AND ADDITIONAL RESERVED RIGHTS Section 1 l.l. General Provisions. Until the expiration of the Period of Declarant Control, Declarant shall have the following Special Declarant Rights: 11.1.1. Completion of Improvements. The right to complete Improvements as indicated on any Plat filed with respect to the Property, including the Expansion Property. 11.1.2. Development Rights. The right to exercise all Development Rights in connection with the development of the Project, including without limitation, the right or combination of rights hereby reserved by Declarant, as follows: (i) The right to annex all or part of the Expansion Property to the Project, in accordance with Article XIV; (ii) The right to create Lots and Common Area on the Property, including the Expansion Property; (iii) The right to subdivide Lots and convert Lots into Common Area on any part of the Property, including the Expansion Property; and (iv) The right to withdraw real estate, whether contained within the Property initially subject to this Declaration or within the Expansion Property, from Old School Station, as provided in Article XIV. 11,1.3. Sales Activities. The right to maintain sales and management offices, to place signs advertising the Project on the Common Area and on Lots owned by Declarant, whether said Common Areas or Lots are contained within the Property initially subject to this Declaration, or within the Expansion Property. 11.1.4. Easements. The right to use easements through the Common Area on the Property and the Expansion Property for the purpose of making Improvements on the Property and the Expansion Property. 25 2COC103 7b 11.1.5. Association Officers, Directors and Design Review Committee Members, The right to appoint any officer of the Association, any Director, and the members of the Design Review Committee and its chairman, as provided in this Declaration or the Bylaws. 11.1.6. Order of Exercise of Declarant's Rights. Declarant makes no representations and gives no assurances regarding the legal description of the boundaries of any phase of the Expansion Property, the order or time in which the phases of the Expansion Property may be developed or incorporated into the Project, ar whether or to what extent any of the Expansion Property will be developed or incorporated into the Project. Further, the fact that Declarant may exercise one or more of Declarant's Development Rights or other Special Declarant Rights on one portion of the Property (including the Expansion Property) will not operate to require Declarant to exercise a Development Right or other Special Declarant Right with respect to any other portion of the Property (including the Expansion Property). Section 11.2. Supplemental Provisions Regarding Declarant's Rights. Without limiting the generality of the foregoing, certain of these Special Declarant Rights are explained more fully in this Article below. Further, Declarant reserves the right to amend this Declaration and any Plat in connection with the exercise of any Development Right or any other Special Declarant Right, and Declarant also reserves the additional rights retained for the benefit of Declarant in this Article and in other provisions of this Declaration. Section 11.3. Utility Easements. There is hereby created an easement upon, across, over, in, and under the Common Area, and the areas designated on the final plat of Old School Station as utility easements for the installation, replacement, repair, and maintenance of all utilities, including but not limited to water, sewer, gas, telephone, electrical, television, and a master communications system. By virtue of this easement, it shall be permissible and proper for the companies providing utility services to install and maintain necessary equipment on and under the Common Area, the private roadways, and the areas designated on the final plat of Old School Station as utility easements and to affix and maintain utility pipes, wires, circuits, conduits, and other equipment under the those areas. Any utility company using this utility easement will use its best efforts to install and maintain the utilities is provides for without disturbing the uses of the Owners, the Association, and the Declarant, to prosecute its installation and maintenance activities as promptly and expeditiously as reasonably possible, and to restore the surface to its original condition as soon as possible after completion of its work. Should any utility company furnishing a service covered by the easement granted above request a specific easement by separate recordable document, either Declarant or the Association will have, and are hereby given, the right and authority to grant such easement upon, across, over, or under any part or all of the Common Area and the areas designated on the final plat of Old School Station as utility easements without conflicting with the terms of this Declaration. This easement will in no way affect, avoid, extinguish, or modify any other recorded easement on the Property. Section l l.4. Reservation for Expansion and Construction. Declarant hereby reserves for itself and its successors and assigns and for Owners in all future phases of Old School Station a perpetual easement and right-of-way for access over, upon, and across the Property, including the Expansion Property, for construction, utilities, drainage, ingress and egress, and for use of the Common Area, including Common Area located within the Expansion Property. The location of these easements and rights -of -way may be made certain by Declarant or the Association by instruments recorded in the office of the CIerk and Recorder of Flathead County, Montana. 26 Declarant further reserves the right to establish from time to time, by dedication or otherwise, utility, ingress and egress, and other easements over and across the Common Areas, and to create other reservations, exemptions, and exclusions convenient or necessary for the use and operation of any other property of Declarant. Section 11.5. Reservation of Easements, Exceptions, and Exclusions for Utilities, Infrastructure, and Access. Declarant reserves for itself and its successors and assigns and hereby grants to the Association, acting through the Board of Directors, the concurrent right to establish from time to time, by declaration or otherwise, utility and other easements, permits, or licenses over the Common Area, for purposes including but not limited to streets, paths, walkways, drainage, recreational areas, parking areas, and the right to create other reservations, exceptions, and exclusions in the interest of the Owners and the Association in order to serve the Owners within Old School Station. Declarant also reserves for itself and its successors and assigns and grants to the Association the concurrent right to establish from time to time by an instrument recorded in the office of the Clerk and Recorder of Flathead County, Montana such easements, permits, or licenses over the Common Area for access by certain persons who may be permitted to use designated portions of the Common Area as contemplated under this Declaration. Section 11.6. 1ld'aintenance Easement. Declarant hereby reserves for itself and its successors and assigns and grants to the Association, its Directors, its Manager, and their respective officers, agents, employees, and assigns, an easement upon, across, over, in, and under the Property and a right to make such use of the Property as may be necessary or appropriate to make emergency repairs or to perform the duties and functions which the Association is obligated or permitted to perform pursuant to the Old School Station Documents, including the right to enter upon any Lot for the purpose of performing maintenance to the landscaping or the exterior of Improvements to such Lot, as required by the Old School Station Documents. Section 11.7. Drainage Easement. Declarant hereby reserves to itself and its successors and assigns and grants to the Association, its Directors, its Manager, and their respective officers, agents, employees, successors and assigns an easement to enter upon, across, over, in, and under any portion of the Property for the purpose of changing, correcting, or otherwise modifying the grade or drainage channels of the Property so as to improve the drainage of water. Reasonable efforts will be made to use this easement so as not to disturb, to the extent possible, the uses of the Owners, the Association, and Declarant, as applicable, to prosecute such drainage work promptly and expeditiously, d to restore any areas affected by such work to a sightly and usable condition as soon as reasonably possible following such work. Declarant, or its officers, agents, employees, successors, and assigns must inform and obtain the approval of the Board of Directors prior to undertaking such drainage work, which approval will not be unreasonably withheld. Section l l.8. Declarant's Rights Incident to Construction. Declarant, for itself and its successors and assigns, hereby retains a right and easement of ingress and egress over, in, upon, under, and across the Common Area and the right to store materials thereon and to make such other use thereof as may be reasonably necessary or incident to the construction of the Improvements on the Property or other real property owned by Declarant. However, no such rights will be exercised by Declarant in such a way as to unreasonably interfere with the occupancy, use, enjoyment or access to an Owner's Lot by that Owner or his family, tenants, employees, guests, or invitees. W Section 11.9. Easements Deemed Created. All conveyances of Lots hereafter made, whether by Declarant or otherwise, will be construed to grant and reserve the easements contained in this Article, even though no specific reference to such easements or to this Article appears in the instrument for such conveyance. ARTICLE XII INSURANCE AND FIDELITY BONDS Section 12.1. Authority to Purchase. All insurance policies relating to the Common Area and Association property will be purchased by the Board of Directors or its duly authorized agent. The Board of Directors, the Manager, and Declarant will not be liable for failure to obtain any coverage required by this Article or for any loss or damage resulting from such failure if such failure is due to the unavailability of such coverage from reputable insurance companies, or if such coverage is available only at demonstrably unreasonable costs. Section 12.2. General Insurance Provisions. All such insurance coverage obtained by the Board of Directors will be governed by the following provisions; 12.2.1. As long as Declarant owns any Lot or any Common Area, Declarant will be protected by all such policies in the same manner as any other Owner. 12.2.2. The deductible, if any, on any insurance policy purchased by the Board of Directors may be treated as a Common Expense payable from Annual Assessments or Special Assessments (allocable to all of the Lots or to only some of the Lots, if the claims for damages arise from the negligence of particular Owners, or if the repairs benefit only particular Owners), or alternatively may be treated as an item to be paid from working capital reserves established by the Board of Directors. Section 12.3. Physical Damage Insurance on Common Area. The Association will obtain insurance for such insurable Improvements and with such coverages, limits, deductibles, and other terms and conditions as the Board may determine from time to time. Section 12.4. Liability Insurance. The Association will obtain a comprehensive policy of public liability insurance and property damage insurance with such coverages and limits as the Board of Directors may from time to time determine, insuring each member of the Board of Directors, the Association, the Manager, and the respective employees, agents, and all persons acting as agents against any liability to the public or the Owners, their guests, invitees, tenants, agents, and employees arising in connection with the ownership, operation, maintenance or use of the Common Area and streets and roads within Gild School Station, and any other areas under the control of the Association. Declarant will be included in the coverage as an additional insured in Declarant's capacity as an Owner or Director. The Owners will be included as additional insureds, but only for claims and liabilities arising in connection with the ownership, existence, use, or management of the Common Area. The Board of Directors will review the coverage limits from time to time, but, generally, the Board will carry such amounts of insurance usually required by private institutional mortgage lenders m on projects similar to Old School Station, and in no event will such coverage be less than $1,000,000.00 for all claims for bodily injury or property damage arising out of one occurrence. Section 12.5. Fidelity Insurance. Fidelity bonds or insurance coverage may be maintained by the Association to protect against dishonest acts on the part of its officers, Directors, trustees, and employees, and on the part of all others who handle or are responsible for handling funds. If the handling of funds is delegated to a Manager, such bonds or insurance coverage may be required for the Manager and its officers, employees, and agents, as applicable. If purchased, such fidelity bonds or insurance coverage will name the Association as an obligee or insured and will be written in such amount as the Board may determine appropriate. Section 12.6. Provisions Common to Physical Damage Insurance, Liability Insurance, and Fidelity Insurance. Any insurance coverage obtained by the Association under the provisions of this Article will be subject to the following provisions and limitations: 12.6.1 The named insured under any such polices will include Declarant, until all of the Lots in Old School Station have been conveyed. The named insured shall include the Association, as attorney -in -fact for the Owners, or the authorized representative of the Association (including any trustee with whom the Association may enter into any insurance trust agreement, or any successor trustee, each of which is sometimes referred to in this Declaration as the "Insurance Trustee"), who shall have exclusive authority to negotiate losses under such policies. 12.6.2. Each Owner shall be an insured person with respect to liability arising out of the ownership, existence, use or management of the Common Area and membership in the Association. 12.6.3. The policies shall contain a waiver by the insurer of any right to claim by way of subrogation against Declarant, the Board of Directors, the Association, the Manager, and any Owner and their respective agents, employees, or tenants, and in the case of the Owners, members of their households. Section 12.7. Personal Liability Insurance of Officers and Directors. To the extent obtainable at a reasonable cost, appropriate officers' and directors' personal liability and/or errors and omissions insurance may be obtained by the Association to protect the officers and directors from personal liability in relation to their duties and responsibilities in acting as such officers and Directors on behalf of the Association. Section 12.8. Worker's Compensation Insurance. The Association shall obtain workers' compensation or similar insurance with respect to its employees, if any, in the amounts and forms as may now or hereafter be required by law. Section 12.9. Insurance Obtained by Owners. Each Owner shall have the right to obtain insurance for such Owner's benefit, at such Owner's expense, covering the Owner's Lot and Improvements, personal property and personal liability. However, no insurance coverage obtained by an Owner will operate to decrease the amount which the Board of Directors, on behalf of all Owners, may realize under any policy maintained by the Board nor otherwise affect any insurance coverage obtained by the Association or cause the diminution or termination of that coverage. Any such insurance obtained by an Owner will include a waiver of the particular insurance company's 29 right of subrogation against Declarant, the Board of Directors, the Association, the Manager, and other Owners. ARTICLE XIII ASSOCATION AS ATTORNEY -IN -FACT Each and every Owner hereby irrevocably constitutes and appoints the Association as such Owner's true and lawful attorney -in -fact in such Owner's name, place, and stead for the purpose of dealing with the Improvements on the Common Area, including insurance matters as provided in Article XII. Acceptance by any grantee of a deed or other instrument of conveyance from Declarant or from any Owner will constitute appointment of the Association as attorney -in -fact as provided in this Article. As attomey-in-fact, the Association will have full and complete authorization, right, and power to make, execute and deliver any contract, assignment, deed, waiver or other instrument with the respect to the interest of any Owner that my be necessary or appropriate to exercise the powers granted to the Association as attorney -in -fact. ARTICLE XIV EXPANSION AND WITHDRAWAL Section 14.1. Reservation of Right to Expand. Declarant reserves the right, but will not be obligated, to expand the effect of this Declaration to include all or part of the Expansion Property. The consent of the existing Lot Owners and Mortgagees shall not be required for any such expansion, and Declarant may proceed with such expansion without limitation at its sole option. Declarant will have the unilateral right to transfer to any other person this right to expand by an instrument duly recorded in the office of the CIerk and Recorder of Flathead County, Montana. Section 14.2. Conspletion of Expansion. When Declarant has determined that no further property shall be added to the Project, Declarant shall notify the Association in writing. Until such notice is given, Declarant retains the right to designate additional property as Expansion Property. Section 14.3. Declaration ofAnnexation. Any expansion of the Project may be accomplished by recording a Declaration of Annexation and one or more supplemental Plats in the records of the Clerk and Recorder of Flathead County, Montana before the expiration of the Period of Declarant Control. The Declaration of Annexation shall describe the real property to be expanded, thereby submitting it to these Covenants and providing for voting rights and Assessment allocations as provided in this Declaration. Specifically, each new Lot in the annexed area shall be allocated one vote and liability for the Common Expenses equal to the liability allocated to each of the other Lots, and the proportionate voting interest and allocation of Common Expenses for the other Lots shall be adjusted accordingly. Such Declaration of Annexation shall not require the consent of Owners, the Association, or the Board of Directors. Any such expansion shall be effective upon the recording of such Declaration of Annexation, unless otherwise provided therein. The expansion may be accomplished in stages by successive annexations or in one supplemental annexations. Upon the recordation of any such Declaration of Annexation, the definitions used in this Declaration will be expanded automatically to encompass and refer to Old School Station as expanded. Such Declaration of Annexation may add supplemental covenants peculiar to the 30 20oc1. 0 3 /92%� Expansion Property in question, or it may delete or modify provisions of this Declaration as it applies to the Expansion Property annexed. However, this Declaration may not be modified with respect to that portion of the Property already subject to this Declaration, except as provided below for amendment. Section 14.4. Withdrawal of Property. Declarant reserves the right to withdraw from the jurisdiction of these Covenants any parcel of the Property (including the Expansion Property), provided, however, that no parcel may be withdrawn after it has been conveyed to a purchaser. ARTICLE XV MORTGAGEE PROTECTION Section 15.1. First Mortgagees' Rights. 15.1.1. Payment of Taxes and .insurance. First Mortgagees, j ointIy or singly, may pay taxes or other charges which are in default and which may or have become a charge against any of the Common Area or Improvements thereon, and they may pay overdue premiums on hazard insurance policies, or secure new hazard insurance coverage on the lapse of a policy, for the Common Area. 15.1.2. Cure of Delinquent Assessments. A First Mortgagee shall be entitled to cure any delinquency in the payment of assessments by the Owner of the Lot encumbered by the First Mortgagee. In that event, the First Mortgagee will be entitled to obtain a release from the lien imposed or perfected by reason of such delinquency. Section 15.2. Title Taken by First Mortgagee. Any First Mortgagee who obtains title to a Lot pursuant to the remedies provided in the First Mortgage, including foreclosure of the First Mortgage, will be liable for all Assessments due and payable as of the date title to the Lot vests in the First Mortgagee under the statutes of Montana governing foreclosures. ARTICLE XVI ENFORCEMENT OF COVENANTS Section 16.1. Violations Deemed a Nuisance. Every violation of this Declaration or any other of the Old School Station Documents shall be deemed a nuisance and shall be subject to all the remedies provided for the abatement of the violation. In addition, all public and private remedies allowed at law or equity against anyone in violation of these Covenants shall be available. Section 16.2. Compliance. Each Owner or other occupant of any part of the Property shall comply with the provisions of the Old School Station Documents as the same may be amended from time to time. Section 16.3. Failure to Comply. Failure to comply with the Old School Station Documents shall be grounds for an action to recover damages or for injunctive relief to cause any such violation to be remedied, or both. Reasonable notice and an opportunity for a hearing as provided in the Bylaws will be given to the delinquent party prior to commencing any legal proceedings. 31 Section 16.4. Who may Enforce, Any action to enforce the Old School Station Documents may be brought by Declarant, the Board, or the Manager in the name of the Association and on behalf of the Owners. 1f, after a written request from an aggrieved Owner, none of the foregoing persons or entities commences an action to enforce the Old School Station Documents, then the aggrieved Owner may bring such an action. Section 16.5. Nonexclusive Remedies. All the remedies set forth herein are cumulative and not exclusive. Section 16.6. No Ff,`aiver. The failure of the Board of Directors, Declarant, the Manager, or any aggrieved Owner to enforce the Old School Station Documents in any one or more instances shall not be deemed a waiver of the right to do so for any subsequent violations or of the right to enforce any other part of the Old School Station Documents at any future time. Section 16.7. No Liability. No member of the Board of Directors, the Declarant, the Manager nor any Owner shall be Iiable to any other Owner for the failure to enforce any of the Old School Station Documents at any time. Section 16.8. Recovery of Costs. If legal assistance is obtained to enforce any of the provisions of the Old School Station Documents, or in any legal proceeding (whether or not suit is brought) for damages or for the enforcement of the Old School Station Documents or the restraint of violations of the Old School Station Documents, the prevailing party shall be entitled to recover all costs incurred by it in such action, including reasonable attorneys' fees (and legal assistants' fees) as may be incurred, or if suit is brought, as may be determined by the court. ARTICLE XVII RESOLUTION OF DISPUTES If any dispute or question arises between Members or between Members and the Association and said dispute or question relates to the interpretation, performance or nonperformance, violation, or enforcement of the Old School Station Documents, such dispute or question may be submitted and subject to a hearing and determination by the Board in accordance with the procedures set forth in the Bylaws. ARTICLE XVIII DURATION OF THESE COVENANTS AND AMENDMENT Section 18.1 Term. This Declaration and any amendments or supplements hereto shall remain in effect from the date of recordation until the 50"' anniversary of the date this Declaration is first recorded in the office of the Clerk and Recorder of Flathead County, Montana. Thereafter, these Covenants shall be automatically extended for five successive periods of 10 years each, unless otherwise terminated or modified as provided below. Section 18.2. Amendment. This Declaration or any provision of it, may be terminated, extended, modified, or amended, or revoked as to the whole or any portion of the Property as follows: 32 18.2.1. Prior to Sale of Lots. Prior to the sale of any Lot (excluding any sale to a Successor Declarant), Declarant (including a Successor Declarant) may terminate, extend, modify, amend or revoke this Declaration as to the whole or any portion of the Property by recording in the records of Flathead County, Montana a document signed by the Declarant stating the action taken. 18.2.2. After Sale of Lots but During Period of Declarant Control. After the sale of a Lot (excluding a sale to a Successor Declarant) but before expiration of the Period of Declarant Control, Declarant (including Successor Declarant) may terminate, extend, modify, amend, or revoke this Declaration as to the whole or any portion of the Property. A copy of the document stating the action intended to be taken by the Declarant and a notice of the Owners' rights under this Section shall be mailed to each Owner by first class mail, postage prepaid, to the registered address of the Owner in the records of Association. Unless written objection is received by the Declarant from the Owners bolding 90% or more of the votes within 30 days of the mailing of the notice to the Owners, the action proposed to be taken by the Declarant shall be considered approved and shall become final. The Declarant shall then record in the records of Flathead County, Montana a document stating the action taken, together with a certificate certifying that notice was given to the Owners as required herein and that fewer than 90% of the Owners objected to the action. 18.2.3. After the Period of Declarant Control. After the Period of Declarant Control, this Declaration, or any provision of it, may be terminated, extended, modified, or amended, or revoked as to the whole or any portion of the Property upon the written consent of Owners holding 67% or more of the votes in the Association. Furthermore, any document shall be immediately effective upon its recording in the records of FIathead County, Montana, a copy of such document being executed and acknowledged by the necessary number of Owners, or alternatively, upon said document's recording in the records of Flathead County, Montana, together with a certificate signed by an officer of the Association stating that the required number of consents of Owners were obtained. Section 18.3. Declarant'sApproval. Notwithstanding the provisions of Section 18.2, no termination, extension, modification, or amendment of this Declaration shall be effective in any event during the Period of Declarant Control unless the written approval of Declarant is first obtained. Section 18.4. Effect of Amendments. Amendments made pursuant to this Section shall inure to the benefit of and be binding upon all Owners, their families, guests, invitees, and employees, and their respective heirs, successors, and assigns. Joinder of the First Mortgagees shall not be required in order to effect an amendment. ARTICLE XIX NIISCELLANEOUS PROVISIONS Section 19.1. Severability. This Declaration, to the extent possible, shall be construed or reformed so as to give validity to all of its provisions. Any provision of this Declaration found to be prohibited by law or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating any other part hereof. 33 Section 19.2. Construction. In interpreting words in this Declaration, unless the context will otherwise provide or require, the singular shall include the plural, the plural shall include the singular, and the use of any gender shall include all genders. Section 19.3. ,Headings. The headings are included only for purposes of convenient reference, and they shall not affect the meaning or interpretation of this Declaration. Section 19.4. Waiver. The failure on the part of the Association or the Board to give notice, their default, or their failure to exercise or to delay in exercising any right or remedy shall not operate as a waiver, except as specifically provided above in the event the Board fails to respond to certain requests. No waiver shall be effective unless it is in writing and signed by the President or a member of the Board on behalf of the Association. Section 19.5. Limitation of Liability. Neither the Declarant, the Association, the Board, nor any partner, officer or member thereof shall be liable to any party for any action or for any failure to act with respect to any matter arising by, through, or under the Old School Station Documents if the action or failure was made in good faith. The Association shall indemnify all of the officers and the Directors with respect to any act taken in their official capacity to the extent provided in this Declaration and by law and in the Articles of Incorporation and Bylaws. Section 19.6. Conflicts Between Documents. In case of conflict between this Declaration and the Articles of Incorporation or the Bylaws, this Declaration shall control. In case of conflict between the Articles of Incorporation and the Bylaws, the Articles of Incorporation shall control. Section 19.7. Assignment. Declarant may assign all or any part of the Special Declarant Rights or any of Declarant's other rights and reservations hereunder to any successor who takes title to all or part of the Property in a bulk purchase for the purpose of development and sale. Such successor shall be identified, the particular rights being assigned shall be specified, and, to the extent required, concomitant obligations shall be expressly assumed by such successor, all in a written instrument duly recorded in the records of the Clerk and Recorder of Flathead County, Montana. IN WITNESS WHEREOF, Declarant has signed this Declaration on the date shown above. r MONTANA VENTURE PARTNERS, LLC 34 STATE OF MONTANA :ss County of Flathead This instrument was acknowledged before me on this { 3- An day of April, 2006, by Paul D. Wachholz as a Member of Montana Venture Partners, LLC, a I Si a of Notary Public ,^�:' • '- A2 "__ Typed ndPrinted Name of Notary Public t►7 m Notary Public for the State of Montana Residing at , Montana -c My commission expires: 8 5 aOD~i STATE OF MONTANA ss County of Flathead This instrument was acknowledged before me on this 13 day of April, 2006, by Andrew Jackson Miller III, as a Member of Nnture Partners, LLC. . t�apa Ve Siqn#ue f Notary Pubh Type r Printed Name of Notary Public '� • M ;; Notary Public for the State of Montana "' Residing at1 � ., Montana "� �`° ; •�c� ' My commission expires: Q�1 35