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HomeMy WebLinkAbout(10) Bridger Center CCR draft for city application 03-02-2021 Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 1 of 47 After recording please return to: Griffith & Cummings, PC P.O. Box 160748 Big Sky, Montana 59716 Declaration of Protective Covenants, Conditions and Restrictions For Bridger Meadows Major Subdivision Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 2 of 47 TABLE OF CONTENTS Heading Page Number Article 1 Declaration – Purposes .................................................................................................3 Article 2 Definitions ....................................................................................................................4 Article 3 Certain Functions and Rights of Association ............................................................... 10 Article 4 Membership, Voting and Board of Directors ............................................................... 14 Article 5 Assessments, Association Expenses and Other Amounts; Lien for Sums Due Association; Enforcement .............................................................................................. 15 Article 6 Easements .................................................................................................................. 18 Article 7 Declarant’s Rights ...................................................................................................... 20 Article 8 Rights, Restrictions and Obligations Applicable to Property ....................................... 22 Article 9 Architectural Review Committee ................................................................................ 28 Article 10 Enforcement and Remedies....................................................................................... 32 Article 11 Insurance, Casualty and Condemnation..................................................................... 34 Article 12 Mortgagee Provisions ............................................................................................... 38 Article 13 Jurisdiction and Annexation...................................................................................... 39 Article 14 Amendment .............................................................................................................. 39 Article 15 Interpretation ............................................................................................................ 40 Article 16 Miscellaneous ........................................................................................................... 40 Exhibit A- 1 ............................................................................................................................. 43 Exhibit B .................................................................................................................................. 44 Exhibit C.................................................................................................................................. 46 Exhibit D.................................................................................................................................. 47 Map of Wildlife Refuge and Open Spaces .............................................................................. 47 Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 3 of 47 Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision This Declaration of Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision (“Declaration”) is made this ________ day of ____________, 20___, by Bridger Center, LLC, a Montana limited liability company (the “Declarant”). All capitalized terms used herein are defined in Article 2 below. Article 1 Declaration – Purposes 1.1 General Purposes. (a) Declarant owns the real property located in Gallatin County, Montana legally described as a tract of land being a portion NEEE LEGAL HERE P.M.M., Gallatin County, Montana, and intends to develop a residential and commercial community on this property. (b) Bridger Meadows Property Owners’ Association, Inc., a Montana nonprofit corporation (the “Association”), has been formed to hold, manage, and maintain certain property for the common benefit of the Members, Licensees, and Invitees within the Property; to administer and enforce the covenants, conditions, restrictions, reservations and easements created hereby; to collect and enforce the Assessments, charges, and liens imposed pursuant hereto; and for all other purposes set forth in this Declaration, the Articles and Bylaws and the other Governing Documents. This Declaration defines certain rights and obligations of Members, Licensees, and Invitees within the Property with respect to the Association and with respect to the Functions undertaken and the property held or maintained by the Association. (c) By this Declaration, Declarant intends to establish a means to provide for and maintain areas within the Subdivision as a pleasant and desirable environment for all Persons residing or visiting therein. The Bridger Meadows Major Subdivision is in a unique parkland setting which has a high natural, scenic, recreational, economic and wildlife value. This Declaration is adopted to preserve and maintain the foregoing values of the Property for the benefit of all Persons residing or visiting therein. (d) Declarant reserves the right to develop the Property as otherwise permitted under law and subject to any annexation of real property as permitted herein, regardless of whether said property was originally subject to or ever becomes subject to the Declaration. 1.2 Declaration. To further the general purposes herein expressed, Declarant, for itself, its successors and assigns, hereby declares that the property described in Exhibit A-1 attached hereto and incorporated herein by reference, and any property subsequently added, annexed or subjected to this Declaration (collectively, the “Property”) shall, at all times, be owned, held, used, occupied, sold and conveyed subject to the provisions of this Declaration, Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 4 of 47 which shall run with the Property and burden and benefit all portions of the Property, the Declarant, the Association, and all other parties having any right, title or interest in the Property or any portion thereof, and their respective heirs, devisees, personal representatives, successors and assigns and any occupants and users of the Property. In addition to the foregoing, other specific covenants, conditions, restrictions, reservations and easements exist herein, burdening and benefiting the Property and certain other real property and Persons, all as expressly set forth below. Each Member, Licensee, Invitee or other Person who obtains any interest in the Property or uses the Property, by accepting or using such interest or using the Property agrees to abide by the provisions of the Governing Documents and to cooperate with the Association and the Declarant in their efforts to enforce such provisions. Article 2 Definitions The terms in this Declaration shall generally be given their natural, commonly accepted definitions except as otherwise specified. Capitalized terms shall be defined as set forth below: 2.1 Act. Act means the Montana Nonprofit Corporation Act, §35-2-113 et seq., MCA, as amended. 2.2 Affirmative Vote of a Majority. The Affirmative Vote of a Majority means and shall be achieved on any particular matter if (and only if) all of the following occur: (a) the Declarant votes in favor of such matter, and (b) the affirmative vote of a majority of Members entitled to vote on such matters. The affirmative vote of a majority of Members shall require (i) a Quorum, and (ii) the votes of a majority of the Members entitled to vote on such matter and present at such meeting in person, by proxy, or by written ballot. Notwithstanding the foregoing, upon the effective resignation of the Declarant, the favorable vote of the Declarant shall no longer be required under clause (a) above, except as where specifically required in this Declaration. 2.3 Architectural Review Committee or ARC. Architectural Review Committee or ARC means the committee appointed pursuant to Section 9.2. 2.4 Area of Common Responsibility. Area of Common Responsibility means the Common Area, together with the Open Space, Roadways, Wildlife Refuge, Transportation Systems, Internal Trails and any other areas that by the terms of this Declaration, any written notice from the Declarant to the Association, or other applicable covenants, contract, or agreement with the City, are or become the responsibility of the Association to maintain. 2.5 Articles of Incorporation or Articles. Articles of Incorporation or Articles means the Articles of Incorporation of the Association as filed with the Montana Secretary of State and any amendments and restatements thereto from time to time. 2.6 Assessments. Assessments means, collectively, the categories of assessments as established herein, being Base Assessments, Default Assessments, Special Assessments, Specific Assessments, or any other assessments as may be established by the Board. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 5 of 47 2.7 Association. Association means the Bridger Meadows Property Owners’ Association, Inc. a Montana nonprofit corporation, which meaning shall include successors and assigns. 2.8 Association Expenses. Association Expenses means allocations to reserves for, and all costs, expenses and liabilities incurred by or on behalf of the Association for, (a) acquiring, leasing, renting, designing, constructing, managing, operating, maintaining, repairing, replacing and improving Area of Common Responsibility; (b) administering and enforcing the Governing Documents; (c) levying, collecting and enforcing the Assessments, charges, liens, and other expenses imposed pursuant to the Governing Documents; (d) regulating and managing the Property; (e) performing any and all Functions permitted by this Declaration or any Governing Document; (f) operating the Association; and (g) any other cost or expense legally incurred by the Association. Association Expenses shall not include any expenses incurred during the Declarant Control Period for initial development, original construction, installation of infrastructure, original capital improvements, or other original construction costs unless approved by a majority of the votes of the Association. 2.9 Base Assessment. Base Assessment has the meaning given to it in Section 1.1(b) of Exhibit B. 2.10 Board of Directors or Board. Board of Directors or Board means the body responsible for administration of the Association, as established in the Bylaws. 2.11 BFD. BFD means the Bozeman Fire Department, which is the authority having jurisdiction and enforcing the fire code as adopted by Bozeman. 2.12 Bylaws. Bylaws means the Bylaws of the Association adopted by the Association and any amendments and restatements thereto from time to time, as may be filed with the Montana Secretary of State or recorded in the Public Record. 2.13 City. City means the City of Bozeman. 2.14 Common Area. Common Area means all real and personal property which the Association owns or leases for the common use and enjoyment of the Owners. 2.15 Construction Activity. Construction Activity means any site preparation, landscaping, sign erection, construction, reconstruction, change, modification, alteration, enlargement or material maintenance of any Improvements or real property within the Property, or any physical changes in the use of any Lot or other property or building or structure thereon; provided, however, that after initial construction of any Improvement on a Lot is completed, Construction Activity shall not include any activities within the interior of such Improvements that do not have a material impact on the exterior of such Improvements, except a change in the use thereof. 2.16 County. County means Gallatin County, Montana. 2.17 Declarant. Declarant means Bridger Center, LLC, a Montana limited liability company, or any successor, successor-in-title, or assign who is designated as the Declarant by Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 6 of 47 Bridger Center, LLC or any successor Declarant in a written instrument recorded in the Public Record and who succeeds as Declarant pursuant to the terms of this Declaration. 2.18 Declarant Control Period. Declarant Control Period means the period of time during which the Declarant is entitled to certain rights as enumerated in this Declaration, which expires on the Turnover Date. 2.19 Declarant’s Rights. Declarant’s Rights has the meaning given to it in Section 7.3. 2.20 Declaration. Declaration means this Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision and includes all amendments, restatements or supplements hereafter recorded in the Public Record. 2.21 Default Assessment. Default Assessment has the meaning given to it in Section 1.2 of Exhibit B. 2.22 Design Guidelines. Design Guidelines mean any instruments adopted by the ARC for the regulation and management of the Property or any portion thereof with respect to any matter that the ARC is authorized to review or for which the ARC is authorized to establish standards, as the same may be amended from time to time. 2.23 Eligible Holder. Eligible Holder shall have the meaning given in Section 12.1(a). 2.24 Federal Mortgage Underwriter. Federal Mortgage Underwriter means governmental (including, but not limited to, a government sponsored enterprise) or nation-wide institutional lender or purchaser of mortgage loans or governmental provider of credit support for mortgage loans or securitized mortgage loans, including, but not limited to, the Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, the Federal Housing Administration, the United States Veterans Administration and their respective successors and assigns. 2.25 Function. Function means any activity, function or service listed in this Declaration which is required to be or may be undertaken or performed by the Association as well as any activity, function or service otherwise undertaken or performed by the Association. 2.26 Good Standing. Good Standing means that a Member is current on the payment of such Member’s Assessments, is not deemed by the Board to be in violation of the Governing Documents, and is current on any other payments deemed by the Board to be due and owing to the Association. 2.27 Governing Documents. Governing Documents collectively means this Declaration, Supplemental Declarations, Bylaws, Articles, Rules and Regulations, Design Guidelines, and resolutions of the Board, all as amended from time to time. 2.28 Improvements. Improvements means all structures and appurtenances thereto of every type and kind, including but not limited to, buildings, outbuildings, all exterior surfaces Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 7 of 47 including the surface finish thereof; Transportation Systems; facilities and illumination equipment for trails, bridges and other amenities that are part of the Property; sprinkler systems and other landscaping; planting, clearing, or removing of trees, shrubs, grass, or plants and appurtenances; ponds and water tanks; drainage, detention, retention facilities and culverts; monuments; recreational areas, amenities and facilities; facilities to accommodate Invitees and visitors; central waste collection and disposal facilities; paving and parking areas; malls; ducts; shafts and flues; conduit installation areas; storage facilities for supplies and equipment; fences; gates; fire breaks and fire prevention works; screening walls; earth walls, retaining walls, cuts and fills associated with any improvements; lighting; signage; pipelines, lift stations, and pumps; utilities of any sort; communication facilities and lines; management offices; environmental monitoring equipment and facilities; ground water facilities; waterways; the demolition or destruction by voluntary action of any structure or appurtenance thereto of every type and kind; grading, excavation, filling, or similar disturbance to the surface of the land including, but not limited to, change of grade, change of ground level, change of drainage pattern, change of stream bed or change of any existing surface contour; equipment related to the foregoing; and all types of structures, facilities and improvements that a governmental or quasi-governmental entity may be empowered by law from time to time to construct. 2.29 Internal Trails. Internal Trails means those trails as established by the Declarant and thereafter the Association, for non-motorized use by Owners, Invitees and members of the general public. 2.30 Invitee. Invitee means any customer, agent, employee, independent contractor, guest or invitee of a Member. 2.31 Licensee. Licensee means any Person who occupies or uses a Lot pursuant to a lease, license, occupancy agreement, concession agreement or under color of any other arrangement with an Owner. 2.32 Livestock. Livestock means cattle, horses, mules, asses, sheep, llamas, alpacas, bison, swine, ostriches, rheas, emus, goats, alternative livestock as defined in M.C.A. § 87-4- 406, and other animals for purposes of disease prevention, control, and eradication as defined in M.C.A. § 81-2-702 (2019 and as amended). 2.33 Lot. Lot means a legally described division of real property within the Property as depicted on the Plat recorded in the Public Record, as may be amended from time to time that may have a designated number for the purposes as set forth in Section 8.3. 2.34 MCA. MCA means the Montana Code Annotated 2019 and any subsequent amendments. 2.35 Member. Member means a Person holding a membership in the Association pursuant to Article 4. 2.36 Membership. Membership means a membership in the Association that is appurtenant to the ownership of a Lot within the Property. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 8 of 47 2.37 Mobile Homes/House Trailers. Mobile Homes/House Trailers means mobile homes/house trailers as defined in M.C.A. § 15-24-201 (2019) and any amendment thereof. In addition, mobile homes are also defined as a Recreational Vehicle which is inhabited for: 1. more than five (5) consecutive days; or 2. more than twenty (20) days in any given year. 2.38 Modular/Manufactured Home. Modular/Manufactured Home means manufactured homes as defined in M.C.A. § 15-24-201 (2019) means a residential dwelling built in a factory in accordance with the United States department of housing and urban development code and the federal Manufactured Home Construction and Safety Standards. A manufactured home does not include a mobile home or a house-trailer and any amendments thereof. 2.39 Mortgage. Mortgage means a mortgage, a deed of trust, a deed to secure debt, or any other form of security deed relating to all or a portion of the Property. 2.40 Open Space. Open Space, also known as Common Open Space per the City of Bozeman’s current Municipal Code, means the portions of the Property designated on Exhibit D as “Open Space” for the purposes as set forth in Section 8.3 and Exhibit C. 2.41 Owner. Owner means one or more Persons, including, without limitation, the Declarant, who hold record title to any Lot but excluding (a) contract purchasers or holders only of beneficial title unless the record holder has designated in a writing delivered to the Association that such contract purchaser or beneficial title holder is, until further notice, to be deemed to stand in place of the record holder, (b) the Association, and (c) those having an interest merely as security for the performance of an obligation; provided, however, that such a holder may be subject to payment of Assessments from and after the time of commencement of a foreclosure or other effective transfer procedures until the time that such procedures have been abandoned or completed and all redemption periods have expired. 2.42 Permitted Household Pets. Permitted Household Pets has the meaning given to it in Section 8.15. 2.43 Person. Person means any natural person, corporation, partnership, limited liability company, association, trust, or any other legal entity. 2.44 Plat. Plat means the __________ filed on ________ at Document #________________ in the Public Record. 2.45 Poultry. “Poultry” means domesticated birds, including but not limited to chickens, turkeys, ducks, geese, guinea fowl, pigeons, and pheasants as defined in M.C.A. § 81- 2-702 (2019 and as amended). 2.46 Property. Property means the real property described in Exhibit A, as supplemented or otherwise revised from time to time in accordance with Article 13. 2.47 Public Record. Public Record means the office of the Clerk and Recorder of Gallatin County where land records are recorded or filed. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 9 of 47 2.48 Quorum. Quorum means the presence in person or by proxy of all Members who are entitled to vote at least fifty-one percent (51%) of the total votes. 2.49 Recreational Vehicle. Recreational Vehicle means a conveyance capable of transporting or housing people or their large animals (like horses and llamas) for short-term recreational purposes, including but not limited to camping trailers, class A, B or C motor homes, horse trailers, boats, snowmobiles, all-terrain vehicles, and trailers for transporting such vehicles. 2.50 Roadway. Roadway means a street or roadway within the Property that provides ingress and egress within the subdivision. 2.51 Rules and Regulations. Rules and Regulations means any instruments adopted by the Association for the regulation and management of the Property or any portion thereof, as the same may be amended from time to time. 2.52 Special Assessments. Special Assessments has the meaning given to it in Section 1.3 of Exhibit B. 2.53 Special Declarant Rights. Special Declarant Rights has the meaning given to it in Section 7.2. 2.54 Specific Assessments. Specific Assessments has the meaning given to it in Section 1.4(a) of Exhibit B. 2.55 Staff. Staff means the employees or agents of the Association. 2.56 Supplemental Declaration. Supplemental Declaration means an amendment or supplement to this Declaration filed pursuant to Article 14 which subjects additional property to this Declaration, and/or imposes, expressly or by reference, additional, modified or restated restrictions and obligations on all or any portion of the Property. 2.57 Transportation Systems. Transportation Systems means Roadways (including paving, curbing, lighting and gutters), parking lots (including paving, striping, curbing, lighting and gutters), Internal Trails, paths, walkways and walks; bus stops and other related structures; any facilities owned by the Association and necessary or useful for transit purpose or other means of transportation to and from or within the Property; and lighting, signage and any other facilities deemed necessary or appropriate for the proper operation and maintenance of such systems. 2.58 Turnover Date. Turnover Date means the date upon which the Declarant Control Period ends, which shall be the earlier of (a) December 31, 2039, and (b) when the Declarant determines, in an instrument recorded in the Public Record, that one hundred percent (100%) of the Lots that may ultimately be platted have been sold to a Person other than Declarant or an affiliate thereof. 2.59 Turnover Meeting. Turnover Meeting has the meaning given to it in the Bylaws. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 10 of 47 2.60 Wildlife Refuge. Wildlife Refuge means the portions of the Property designated on Exhibit D as a “Wildlife Refuge” for the purposes as set forth in Section 8.3 and Exhibit C. 2.61 Zoning Regulations. Zoning Regulations means the regulations adopted for the City of Bozeman as of this date and as subsequently amended. Article 3 Certain Functions and Rights of Association 3.1 General. Certain of the Functions described in this Article 3 are expressly made mandatory performance obligations of the Association. All other Functions described below are voluntary Functions that the Association may, but is not obligated to, elect to provide. For any voluntary Functions, the Association may elect which Functions to perform based on the budget as adopted by the Association. 3.2 Mandatory Property Maintenance Function; Additional Discretionary Property Management Function. The Association shall have the obligation, right, and authority to provide or cause another party to provide for the care, operation, management, maintenance, repair and replacement of the Area of Common Responsibility. Such obligations with respect to the Area of Common Responsibility shall include but not be limited to: (a) the removal of snow from and application of sand and salt to Roadways and operation, management, maintenance, repair, and replacement of Improvements or Transportation Systems; (b) control of noxious weeds; and (c) maintenance of all landscaping, lawn irrigation systems, Open Space Easements, trails and other flora, parks, structures, lighting, subdivision signage and Improvements within the Area of Common Responsibility. 3.3 Other Functions. The Association may undertake and perform other functions as the Board deems reasonable or necessary to carry out the provisions of this Declaration. 3.4 Right to Make Rules and Regulations. (a) The Association is authorized to and has the power to adopt, amend and enforce Rules and Regulations applicable to the Property and, when authority is conferred upon the Association, any other property managed by the Association, with respect to the Area of Common Responsibility and with respect to any Function, and to implement the provisions of the Governing Documents, including, but not limited to, Rules and Regulations: to (i) prevent or reduce fire hazard; (ii) prevent disorder and disturbances of the peace; (iii) regulate pedestrian and vehicular traffic; (iv) regulate household animals, the environment and environmental practices; (v) regulate signs; (vi) regulate any use of any and all Area of Common Responsibility to assure fullest enjoyment of use by the Persons entitled to enjoy and use the same; (vii) promote the general health, safety and welfare of persons within the Property; and (viii) protect and preserve property and property rights. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 11 of 47 (b) The ARC is authorized and empowered to adopt, amend and enforce Design Guidelines applicable within the Property and is authorized to establish standards, including but not limited to, new Design Guidelines or revised Design Guidelines and procedures to be followed and materials which must be provided by any Member or such Member’s authorized agents in order to obtain review of proposed Construction Activity by the ARC. (c) The Association and ARC may provide for enforcement of any Rules and Regulations adopted and Design Guidelines adopted, as the case may be, through fines, penalties, restrictions of access or otherwise. (d) Each Member, Licensee, and Invitee is hereby deemed to have notice of all Rules and Regulations adopted by the Association and Design Guidelines adopted by the ARC, whether or not the same have been recorded, and shall be obligated to and shall comply with and abide by such Rules and Regulations and Design Guidelines, and pay such unpaid fines and penalties which shall be enforceable in accordance with Article 10. Any current or potential Member, investor, lender or purchaser in relation to the Property may request that the Association or ARC provide a copy of the Rules and Regulations and the Design Guidelines to such Member, potential Member, investor, lender or purchaser. Upon the new adoption or material amendment of Rules and Regulations and Design Guidelines, the Association or ARC shall provide all current Members affected by such Rules and Regulations or Design Guidelines with copies of such documents or notification of the adoption of such documents and notice as to where copies may be obtained. Copies of such documents may be made available at offices of the Association or its agents or on an electronic or otherwise generally accessible medium. Each Member is obligated to inform all Licensees and Invitees of the obligations and restrictions set forth in the Governing Documents and to cause such Licensees and Invitees to comply with such obligations and restrictions; provided, however, that failure to so inform any Licensees or Invitees shall not impair the enforceability of any Governing Document. 3.5 Taxes. The Association shall pay or cause to be paid all ad valorem real estate taxes, special improvement and other assessments (ordinary and extraordinary), ad valorem personal property taxes, and all other taxes, duties, charges, fees and payments required to be made to any governmental or quasi-governmental entity which shall be imposed, assessed or levied upon, or arise in connection with, the Area of Common Responsibility or Functions. 3.6 Right to Acquire, Dispose and Improve Association Property. The Association may acquire (by gift, purchase, lease, trade or any other method), own, operate, build, manage, maintain, rent, sell, develop, encumber, abandon, dispose of and otherwise deal in and with real and personal property of every kind and character, tangible and intangible, wherever located, and interests of every sort therein; except that the Association may not convey any real property or Improvements owned by the Association without the Affirmative Vote of a Majority (as well as the consent of the Declarant during the Declarant Control Period). The Association may cause additional Improvements to be made as part of the real property it owns or Area of Common Responsibility, including, without limitation, the construction of any capital asset, in whole or in part, for the benefit of some or all of the Members, Licensees or Invitees, subject to the restrictions set forth herein. The Association may grant easements, leases, licenses and concessions through or over real property owned by the Association, including, but not limited to, easements (including the Open Space Easement), rights-of-way, leases, licenses and Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 12 of 47 concessions to suppliers of utilities serving the Property for the purpose of accommodating minor encroachments onto the real property owned by the Association or other purposes that do not unreasonably interfere with the use and enjoyment of the Area of Common Responsibility. Declarant, and thereafter the Association, reserves the right to subject the Area of Common Responsibility to a Rural Improvement District for either capital improvements or maintenance. 3.7 Records. The Association shall maintain its records in accordance with applicable law and the Bylaws. 3.8 Rights of Association. The Association shall have and may exercise any right or privilege given to it expressly by the Governing Documents or reasonably implied from or reasonably necessary to effectuate any such right or privilege. Except as otherwise specifically provided in the Governing Documents or by law, all rights and powers of the Association may be exercised by the Board without a vote of the Members. The powers and rights of the Association include, but are not limited to, the right to: (a) adopt and amend the Bylaws by a majority vote of the Board, with such consents as are required pursuant to the Bylaws; (b) make capital expenditures, incur liabilities, enter into contracts and agreements, and provide services and functions as are necessary to effect the business of the Association, including, but not limited to, hiring and discharging managing agents and other employees, agents, and independent contractors; (c) enter into agreements with adjacent property owners for the use of Roadways within the Property, Improvements and real property owned by the Association, or the Area of Common Responsibility, as well as receiving a benefit of any of the Functions performed by the Association and addressing their proportionate share of the costs for such use and participation; (d) petition the City to place the Area of Common Responsibility in a rural improvement district for the purpose of capital improvements or maintenance and/or for the City to place addition capital improvements and/or take over the maintenance of any portion of the Area of Common Responsibility; (e) perform any Function, including, without limitation, by, through or under contractual agreements, licenses, or other arrangements with any governmental, quasi- governmental, private entity or any non-profit organization, as may be necessary or desirable; (f) enter upon any Lot for emergency and safety reasons, to perform maintenance in accordance with this Declaration, to protect persons and property, and to inspect for the purpose of ensuring compliance with the Governing Documents, which right may be exercised by any member of the Board, the Association, officers, agents, employees, and managers, and all policemen, firemen, ambulance personnel, and similar emergency personnel in the performance of their duties. Except in an emergency situation, entry shall only be during reasonable hours and after notice to the Owner of the applicable Lot. This right of entry shall include the right of the Association to enter upon any Lot to cure any condition which may increase the possibility of a fire or other hazard in the event an Owner fails or refuses to cure the Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 13 of 47 condition within a reasonable time after request by the Board, but shall not authorize entry into any building without permission of the Owner except by emergency personnel acting in their official capacities. The rights set forth in this provision shall not obligate the Board or the Association to exercise any such rights or to undertake any of the actions set forth in this provision; (g) adopt and amend budgets for revenues, expenditures and reserves and levy and collect Assessments from Members; (h) pay the expenses of the Association, and provide for the use and disposition of any insurance proceeds in the event of loss or damage; (i) purchase insurance policies to protect the real and personal property of the Association, including the Area of Common Responsibility, against casualty or loss and to protect the Association, officers, directors, and Staff (when acting in their official capacity) from liability (the extent and specific nature of coverage shall be determined by the Board in accordance with Section 11.1); (j) provide for the indemnification of the Association’s officers, directors and Staff; (k) borrow funds in order to pay for any expenditure or outlay authorized by the Governing Documents, including, but not limited to, funds borrowed from Declarant or an affiliate thereof, and to execute all such instruments evidencing such indebtedness as may be necessary or advisable; and assign its right to future income, including, without limitation, the right to receive Assessments, as security for any borrowed funds; provided, however, that the Association shall not use reserve funds or pledge its assets as collateral for any borrowed funds without the Affirmative Vote of a Majority; (l) obtain and pay for legal, accounting and other professional and expert services; (m) deal with agencies, officers, boards, commissions, departments, and other governmental bodies on a local, state and federal basis to carry out the powers, duties and responsibilities herein; (n) institute, defend or intervene in litigation, arbitration, mediation, or an administrative proceeding in its own name on behalf of itself on matters affecting the Property or Area of Common Responsibility or take such action as it deems necessary to enforce the Governing Documents; (o) in its discretion, appoint Persons to generally supervise and control the business of the Association and delegate certain powers, duties and responsibilities to such Persons; (p) settle any lawsuits where the Association finds the settlement reasonable even if the settlement does not comply with the Governing Documents; and Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 14 of 47 (q) exercise all the powers that may be exercised by a Montana nonprofit corporation under the Act. 3.9 Conflicts Hierarchy. In the event that there is any conflict or inconsistency between the provisions of Montana law, this Declaration, the Articles, the Bylaws, the Rules and Regulations or other governing documents or rules, the provisions of Montana law, this Declaration, the Articles, the Bylaws, the Rules and Regulations or other governing documents or rules (in that order) shall prevail. In the event there is a conflict between this Declaration and any Supplemental Declaration, the Supplemental Declaration shall control, and in the event there is a conflict between any Supplemental Declarations, the Supplemental Declaration most recently recorded in the Public Record shall control. Article 4 Membership, Voting and Board of Directors 4.1 Regular Membership; Appurtenant Rights. (a) Owners. Every Owner shall be a Member of the Association. There shall be only one Membership attributable to fee simple ownership of a Lot. (b) Memberships Appurtenant. Membership in the Association shall be limited to Owners. A Person may hold more than one Membership. (i) Each Membership and the benefits and burdens relating to that Membership shall be appurtenant to the fee simple title to the Lot by an Owner. The Owner shall hold the Membership appurtenant to that Unit as set forth herein and title to and ownership of the Membership shall automatically pass with fee simple title of a Lot no matter how such title or interest is acquired. Membership may not be transferred separately from the fee simple title of a Lot. (ii) No such Person who is an Owner shall be entitled to opt out, resign, or withdraw from being a Member, regardless of whether any Person uses or does not use any Area of Common Responsibility or is the beneficiary of any Function of the Association. The obligations of each Owner under this Declaration are mandatory, including, but not limited to, the payment of ongoing Assessments, and all obligations of each Owner set forth herein, regardless of when specific obligations arise or become payable during the term of any Owner’s ownership of a Lot are deemed to be an obligation incurred and a commitment made as of the date of such Person becoming an Owner. 4.2 Joint Ownership; Joint and Several Liability. If an Owner’s interest in a Lot is held by more than one Person (in tenancy in common, as joint tenants, or otherwise), the Membership appurtenant to such Lot shall be shared by all such Persons in the same proportionate interest and by the same type of ownership as the Lot is held, subject to reasonable Board regulation and restrictions on voting, notices, and Assessment obligations as set forth in this Declaration, the Bylaws or otherwise. All such Persons shall be jointly and severally obligated to perform the responsibilities of the specific Owner. The Membership rights of an Owner that is not a natural person may be exercised by any officer, director, partner, trustee, member or manager, or by an individual designated from time to time in a written instrument Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 15 of 47 describing and certifying the authority of such Person provided to the Secretary of the Association. In a multiple interest owner situation, if more than one Person seeks to exercise the vote, the voting privilege shall be suspended. Neither the Association nor Declarant shall have any obligation to confirm, as among such multiple interest owners, which of the Persons has the right to exercise a vote. In the case where an Owner is not a natural person, or where there are multiple owners of one Lot written notice shall be provided to the Secretary of the Association stating which Person has authority to act (including the payment of any Assessments due) on behalf of the Owner(s) and include that Person’s name, mailing and physical address, telephone number and email address. The Association shall rely on such notice until such notice is updated by an Owner. In the case where there are multiple Owners of a Lot the liability of each Owner in relation to the Governing Documents is joint and several. 4.3 Evidence of Membership and Registration of Mailing Address. Any Person, upon becoming a Member, shall furnish to the Association a copy of the instrument vesting that Person with the interest required to make such Person a Member. Each such Member at the same time shall give a single name and address to which notices to such Member may be sent, as well as an e-mail and telephone number by which that Person can be contacted. In the event of any change in the facts reported in the original written notice, including, without limitation, any change of ownership, the Member shall give a new written notice to the Association containing all the information required to be contained in the original notice. As against any Member, and any Person claiming by, through, or under such Member, the Association may, but shall not be obligated to, for any and all purposes, rely on the information reflected in the most recent written notice furnished with respect to such Member. In no event will the Association have any obligation to investigate the address or contact information of any Member. 4.4 Notice of Sale or Transfer of Title. Any Owner desiring to sell or otherwise transfer title to such Owner’s Lot shall give the Board at least seven (7) days’ prior written notice of the name and address of the proposed purchaser or transferee, the date of such proposed transfer of title, and such other information as the Board may reasonably require. The transferor shall continue to be jointly and severally responsible with the transferee for all obligations of the Owner of the Lot with respect thereto, including, without limitation, assessment obligations, until the date such notice is received by the Board, notwithstanding the transfer of title. 4.5 Voting Rights of Membership. On all matters, unless excluded by this Declaration, to be decided by the Declarant or the Association, each Owner shall have one vote per Lot owned. Voting is further addressed in the Bylaws. 4.6 Board of Directors. The Bylaws contain the provisions governing the board of directors, including but not limited to number, qualifications, quorum, tenure, resignation, vacancies, voting and indemnification. Article 5 Assessments, Association Expenses and Other Amounts; Lien for Sums Due Association; Enforcement 5.1 Personal Obligation for Assessments and Other Amounts. Each Member shall pay to the Association, and be liable for, all Assessments, charges, fines, penalties or other Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 16 of 47 amounts, to be levied, fixed, established and collected as set forth in the Governing Documents. Each Member’s obligation as to Assessments shall be as set forth in this Article 5 and Exhibit B. Each Owner, by accepting a deed or recording a notice of purchaser’s interest for a contract for deed for any portion of the Property, is deemed to covenant and agree to pay the Assessments. (a) Failure of the Board to set assessment rates or to deliver or mail each Member an assessment notice shall not be deemed a waiver, modification, or a release of any Member from the obligation to pay these Assessments or the effectiveness of the lien in relation to the Assessments. In such event, each Member shall continue to pay their respective Assessments on the same basis as during the last year for which an Assessment was made, if any, until a new budget becomes effective and new Assessments are levied pursuant thereto. Any such budget may include as an expense item any shortfall in amounts previously collected. (b) No Member may exempt himself from liability for any Assessments or any other obligation under the Governing Documents by non-use of or abandonment of such Member’s Lot or any other reason. The obligation to pay Assessments is a separate and independent covenant on the part of each Member in relation to a Lot. No diminution or abatement of Assessments or set-off shall be claimed or allowed for any alleged failure of the Association or Board to take some action or perform some function required of it, or for inconvenience or discomfort arising from the making of repairs or Improvements, or from any other action the Association or Board takes or any omission to take any such action. (c) Neither Declarant nor any affiliate thereof is obligated to pay Assessments on any Lot it owns. During the Declarant Control Period, Declarant may, but is not obligated to, voluntarily subsidize the Association’s budget by contribution, advance, loan, or in any manner the Declarant, in its sole discretion, chooses. Any such voluntary subsidy shall be conspicuously disclosed as a line item in the budget and shall be made known to the Members. Such voluntary subsidy in any year shall under no circumstance obligate the Declarant to continue to provide a subsidy in future years, unless otherwise provided in a written agreement between the Association and the Declarant. 5.2 Waiver of Homestead. By purchasing a Unit a Unit Owner agrees that any filed Homestead Exemption does NOT apply to any amounts owed under the Governing Documents, including but not limited to Assessments and all court costs, monies, attorney’s fees and judgment interest owed to the Association as a result of any case involving the Association where the Association is awarded such case, including the costs of collection. 5.3 Verification of Assessments Due. Upon written request, the Association shall furnish to a Member or such Member’s title or mortgage company written verification of the amount of such Assessments owing and whether the Member has paid such Assessment. 5.4 Purpose of Assessments and Other Amounts. The Assessments levied and any charge, fine, penalty or other amount collected by the Association shall be used exclusively to pay expenses and other obligations the Association may incur in performing any actions permitted or required under the Governing Documents, including, but not limited to, operating expenses (inclusive of the overall general administration of the Association), the costs of Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 17 of 47 performing Functions, the cost of all insurance premiums and applicable deductibles for insurance required or permitted under this Declaration, repayment of debt and debt service, providing security for third party obligations as provided in the Governing Documents, maintenance of the Area of Common Responsibility, and all other Association Expenses. The Association may invest any funds allocated to reserves in a reasonable and prudent manner. Unless expressly required by a Governing Document, the Association will not refund or credit to any Member any excess funds (including reserves) collected by the Association. 5.5 Types of Assessments. The Association may levy all of the Assessments set forth in Exhibit B. Each Member, as applicable, shall be obligated to and shall collect or pay, as applicable, the Base Assessments, Default Assessments, Special Assessments and Specific Assessments as levied by the Association, as defined and described in Exhibit B. 5.6 Time for Payments; Effect of Non-payment of Sums Due Association; Lien and Remedies of the Association. (a) The amount of any Assessment, charge, fine, penalty or other amount payable by any Member shall become due and payable at such times as the Board may establish. (b) Any Assessment, charge, fine, penalty, or other amount not paid within sixty (60) days after the due date shall be delinquent, shall incur a late payment penalty and bear interest in an amount to be set by the Board from time to time, not to exceed the maximum permitted by applicable law, from the date due and payable until paid and the Member shall be obligated to pay all lien fees, legal fees, paralegal fees, and recording fees (as applicable). All such amounts shall be considered Default Assessments. (c) The Association has a lien on each Lot for any Assessment levied against the Lot, and for any other amounts due hereunder from the Owner in relation to such Lot. (d) In the event an Owner fails to pay sums due the Association within sixty (60) days of the due date, the Association may (i) bring an action at law to collect the lien or foreclose the lien against the real property in the same manner as a mortgage on real property, (ii) although not necessary in order to foreclose the lien, record notice of the Association’s lien against the property being assessed, (iii) send the debt to collections, (iv) institute an action for a money judgment, (v) apply any deposits held by the Association or ARC to the amount due, and (vi) exercise any other remedy at law or equity. Each Assessment or other charge, together with interest and penalties thereon and all costs and expenses incurred by the Association to collect such Assessment, charge, fine, penalty or other amount, including, without limitation, reasonable attorneys’ fees, paralegal fees, and disbursements, may be recovered by suit for a money judgment by the Association without foreclosing or waving any lien securing the same or may be recovered in any foreclosure. (e) The recording of this Declaration constitutes record notice and perfection of a lien of the Association on all Lots. No further recordation or filing of any claim of any lien is required. The Association may, in its discretion, record or file an additional notice of that lien in the Public Record at the election of the Association. The priority of the lien of the Association shall be determined pursuant to Section 5.8 and shall not be dependent upon the recording or Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 18 of 47 filing date of any notice of lien recorded or filed in the Public Record, and shall be binding upon the Owner and its successors. The Association, acting on behalf of the Members, shall have the power to bid (which may be a bid on credit, up to and including the amount secured by the lien) for the Lot at foreclosure sale, and to acquire and hold, lease, mortgage and convey the same. During the period a Lot is owned by the Association following foreclosure, (i) no right to vote shall be exercised on behalf of the Lot (ii) no Assessment shall be assessed or levied on the Lot and (iii) each other Lot shall be charged, in addition to its usual Assessments, its equal pro rata share of the Assessments that would have been charged to or payable by such Lot had it not been acquired by the Association. (f) The sale or transfer of any Lot shall not affect the assessment lien or relieve such Lot from the lien for any subsequent assessments. Any Assessments or other costs unpaid as a result of a foreclosure shall be deemed to be Association Expenses collectible from all Owners subject to Assessment under this Declaration, including, without limitation, the acquirer at foreclosure, its successors, assigns and transferees. 5.7 Priority and Non-subordination of the Lien. The lien under this Article 5 shall be superior to all other liens, except the liens of all taxes, bonds, assessments and other liens and levies which by law in effect from time to time would be superior. 5.8 Liability of Members, Purchasers and Encumbrancers. The amount of any Assessment, charge, fine, penalty or other amount payable under this Article 5 or Exhibit B payable by any Member shall be a joint and several obligation to the Association of such Member and such Member’s heirs, estates, devisees, personal representatives, successors and assigns. A Person acquiring fee simple title to a Lot shall be jointly and severally liable with the former owner of the Lot for all such amounts which had accrued and were payable at the time of the acquisition of the title or interest by such Person, without prejudice to such Person’s right to recover any such amounts paid from the former Owner. Article 6 Easements 6.1 Easements for Encroachment. There shall be reciprocal appurtenant easements of encroachment and for maintenance and use of any permitted encroachment, between each Lot and any adjacent Common Area and between adjacent Lots or any Lot and Area of Common Responsibility due to the unintentional placement or settling or shifting of the Improvements constructed, reconstructed, or altered thereon (in accordance with the terms of this Declaration), or any Internal Trails, including, without limitation, pedestrian and bicycle, to a distance of not more than three (3) feet, as measured from any point on the common boundary along a line perpendicular to such boundary. However, in no event shall an easement for encroachment exist if such encroachment occurred due to willful and knowing conduct on the part of, or with the knowledge and consent of, an Owner, occupant, or the Association. 6.2 Easements for Utilities, Etc. (a) There are hereby reserved unto Declarant, during the Declarant Control Period, the Association, and the designees of each (which may include, without limitation, the Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 19 of 47 City and any utility provider) access and maintenance easements upon, across, over, and under all of the Property to the extent reasonably necessary for the purpose of installing, replacing, repairing, maintaining and relocating cable television systems, master television antenna systems, security and similar systems, roads, walkways, bicycle pathways, trails, lakes, ponds, wetlands, drainage systems, street lights, signage, and all utilities, including, but not limited to, water, sewer, meter boxes, telephone, gas, and electricity, and for the purpose of installing any of the foregoing on property which it owns or within easements designated for such purposes on any Plat. The Declarant further hereby reserves for itself and its duly authorized agents, representatives, designees, successors and assigns a perpetual non-exclusive easement for utilization, tapping into, tying into, extending and enlarging all utilities within the Property, and a perpetual non-exclusive easement hereunder over the Roadways for the purposes of ingress and egress to and from any improvements constructed or to be constructed by Declarant within the Property. The Declarant further hereby reserves an easement in favor of itself, the Association, and the designees of each, upon, across, over, and under all of the Property for the creation, use, maintenance and relocation of trail systems and Internal Trails including, without limitation, pedestrian, and bicycle. The foregoing easements may traverse the private property of any Owner; provided, however, an easement shall not entitle the holders to construct or install any of the foregoing systems, facilities, or utilities over, under or through any existing structure on a Lot, and any damage to a Lot resulting from the exercise of an easement shall promptly be repaired by, and at the expense of, the Person exercising the easement. The Declarant and the Association reserve the right to allow members of the general public to utilize said easements. The exercise of an easement shall not unreasonably interfere with the use of any Lot and, except in an emergency, entry onto any Lot shall be made only after reasonable notice to the Owner or occupant. (b) The Declarant specifically reserves the right to convey to the to the local electric company, natural gas supplier, the City and cable television or communications systems supplier easements across the Property for ingress, egress, installation, reading, replacing, repairing, and maintaining utility meters, boxes, pump or other utility lines, valves, etc. However, the exercise of this easement shall not extend to permitting entry into a structure on any Lot nor shall any utilities be installed or relocated on the Property, except as approved by the Board or the Declarant. (c) Should any Person furnishing a service covered by the general easement herein provided request a specific easement by separate recordable document, the Board shall have the right to grant such easement over the Property without conflicting with the terms hereof. The easements provided for in this Section 6.2 shall in no way adversely affect any other recorded easement on the Property. 6.3 Easements to Serve Additional Property. The Declarant hereby reserves for itself and its duly authorized agents, representatives, and employees, designees, successors, assigns, licensees, and mortgagees, an easement over the Area of Common Responsibility for the purposes of enjoyment, use, access, maintenance and development of any property which Declarant may acquire an interest in that is adjacent to any Property, whether or not such property is made subject to this Declaration. This easement includes, but is not limited to, a right of ingress and egress over the Area of Common Responsibility for construction and maintenance of roads and for connecting and installing utilities on such property. Declarant agrees that it and Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 20 of 47 its successors or assigns shall be responsible for any damage caused to the Area of Common Responsibility as a result of vehicular traffic connected with development and maintenance of such property. Declarant further agrees that if the easement is exercised for permanent access to such property and such property or any portion thereof is not made subject to this Declaration, the Declarant, its successors or assigns shall enter into a reasonable agreement with the Association to share the cost of maintenance of any access roadway serving such property. 6.4 Emergency Services Easements. Declarant hereby grants a non-exclusive perpetual easement across and over the Property for ingress and egress to all police, sheriff, fire protection, ambulance and similar emergency agencies or persons, now or hereafter serving the Property, to enter the Property in the performance of their duties, subject, however, to limitations generally imposed by local, state and federal law. 6.5 Association Easements. There is hereby reserved unto the Association and its successors and assigns a non-exclusive, perpetual easement upon, across, above and under the Property for access, ingress and egress in order to (a) exercise any right held by the Association under this Declaration or any other Governing Document, and (b) perform any obligation imposed upon the Association by this Declaration or any other Governing Document. The Association shall not enter any building without reasonable prior notice to the Owner of the building or other Improvement of an Owner without the consent of such Owner, in each case except in cases of emergency. 6.6 Transportation System Easements. Each Lot is encumbered with an easement for Transportation Systems for the benefit of each Owner, Member, Invitee, Licensee and members of the general public as those systems may exist or may be constructed with the development of each Lot. Each Owner, Member, Invitee, Licensee and members of the general public shall have a perpetual, non-exclusive easement for ingress, egress and access across and through the Roadways to and from such Owner’s Lot and the Area of Common Responsibility, subject to: (a) this Declaration recorded in the Public Record, and any other applicable covenants, restrictions or limitations contained in any recorded instrument affecting the Transportation System; and (b) the right of the Board to promulgate and enforce any rules or regulations it deems necessary in its sole discretion for the reasonable use and enjoyment of the Transportation System by any and all Owners, their Invitees, members of the general public, including, but not limited to, traffic regulation, speed regulation, parking, height, size and other vehicle regulations, security protocols and time/use regulations. 6.7 Acceptance of Easements. Each Owner, by accepting a deed to a Lot agrees for themselves and their Licensees, Invitees and successors and assigns, to be subject to all easements created by this Declaration and the other Governing Documents. Article 7 Declarant’s Rights 7.1 Declarant’s Easements and Related Rights. (a) Declarant hereby reserves to itself for itself and for the benefit of its Licensees, Invitees, successors and assigns a non-exclusive, perpetual easement on, over, upon, Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 21 of 47 across, above, under and through the Area of Common Responsibility as may be reasonably necessary to (i) discharge Declarant’s obligations under this Declaration; (ii) exercise any Special Declarant Right; (iii) make Improvements within the Property on property owned by the Declarant; and (iv) maintain, repair, access, replace, relocate, construct, use and operate utilities where they are located within the Property (and any other property that becomes subject to this Declaration) as of the date of this Declaration or any new or relocated utilities. (b) Declarant hereby reserves to itself for itself and for the benefit of its Licensees, Invitees, successors and assigns, the right from time to time to establish, relocate, and use non-exclusive, perpetual utility and other easements, leases, permits or licenses on, over, upon, across, above, under and through the Property for uses for the Association or Declarant, including, without limitation, in relation to any Improvements in order to serve all persons residing, visiting or doing business within the Property; provided that any such easement, lease, permit or license does not unreasonably impair the use of the Area of Common Responsibility for its intended purpose. 7.2 Special Declarant Rights. Declarant hereby reserves for itself and its successors and assigns the following rights, which rights may be exercised at any time during the Declarant Control Period (collectively the “Special Declarant Rights”): (a) The right to complete any Improvements on real property owned by Declarant within the Area of Common Responsibility or shown on any Plat; (b) The right to construct and maintain sales offices, trailers, booths, Improvements or other structures used for sales or promotional purposes, management offices and models on any property owned by Declarant or the Area of Common Responsibility; and the right to construct and maintain signs advertising the properties therein. The number, size and location of any such sales structures and signage, management offices or models or the relocation thereof shall be determined by Declarant; (c) The right to exercise any development right, including, without limitation, the rights found in Article 13 and the right to amend this Declaration to change the uses for real property or create additional Lots within the Property, the right to subdivide the Lots or CI Lot, the right to combine Lots, the right to convert any and all real property owned by Declarant into an Area of Common Responsibility, the right to record Supplemental Declarations; (d) The right to create, relocate and use easements through the Area of Common Responsibility for the purpose of making Improvements within the Property or within real property which may be added to the Property; (e) The right to designate real property owned by Declarant within the Property for fire, police, utility service operation facilities (e.g., electric power, propane, sanitation, etc.), water and sewer facilities, public schools and parks, and other public facilities; (f) The right to maintain construction equipment on the Property that is necessary for the development of the Property; Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 22 of 47 (g) The right to merge and consolidate the Association with a property owners association of the same form of ownership; and (h) The right to accept, establish and amend reasonable use restrictions with respect to the Property. 7.3 Transfers of Special Declarant Rights and Rights as Declarant. The term “Declarant’s Rights” means, collectively, the Special Declarant Rights defined herein as well as all other rights of the Declarant under this Declaration, the other Governing Documents, and the rights of a declarant under applicable law. (a) The Declarant’s Rights may be transferred by the Declarant in whole or in part during the Declarant Control Period; provided, (i) the transfer shall not reduce an obligation or enlarge a right beyond that which Declarant has under this Declaration and the other Governing Documents, and (ii) any such transfer shall only be effective if it is in a written instrument signed by Declarant and the transferee and recorded in the Public Record. (b) Upon transfer of the Declarant’s Rights, the liability of a transferor is as follows: (i) A transferor is not relieved of any obligation or liability arising before the transfer. (ii) A transferor has no liability for any act or omission or any breach of a contractual or warranty obligation arising from and after the date of such transfer. (c) Upon transfer of the Declarant’s Rights, the liability of a transferee is as follows: (i) A transferee of the Declarant’s Rights is subject to all obligations and liabilities imposed on the Declarant by this Declaration arising from and after the date of such transfer. 7.4 Rights of Declarant after the Turnover Date. After the Turnover Date, Declarant, if still an Owner, will continue to have all of the rights and duties given to Members under the Governing Documents. In no event shall the passage of time prevent the Declarant from utilizing any easement, right or privilege, granted by this Declaration or otherwise, upon the Area of Common Responsibility or portions of the Property owned by Declarant that is necessary or advisable in connection with the development and sale of real property or amenities in relation to the Property. Article 8 Rights, Restrictions and Obligations Applicable to Property 8.1 Land Use Restrictions. In addition to the restrictions found elsewhere in this Declaration, all or any portion of the Property shall be further restricted in its use, density or design according to any Supplemental Declarations; Rules and Regulations; Design Guidelines; subdivision regulations, designations and agreements; wildlife agreements, wildfire mitigation Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 23 of 47 guidelines and conservation guidelines entered into by Declarant or the Association in connection with the development of the Property; zoning regulations adopted by governmental authorities; and similar matters. Each Member, Licensee and Invitee shall comply with all of the terms, provisions, covenants, conditions, restrictions, easements and reservations to be complied with under this Declaration, including those referenced above, those imposed by the land use restrictions in this Article 8 and any applicable Supplemental Declaration. 8.2 City Required Covenants. The covenants contained in Exhibit C are included as a condition of preliminary plat approval and required by the City of Bozeman and may not be amended or revoked without the approval of the governing body of City of Bozeman. 8.3 Uses. (a) Lots. Except as otherwise restricted in this Declaration, the Lots shall be used for residential purposes pursuant to the Zoning Regulations for the underlying zoning sub- district. (b) Open Space. The Open Space as shown on the Plat is hereby reserved by the Association for itself or its assigns for the use and installation of drainage and Improvements for the benefit of the Association. Any improvements within the Open Space will be maintained by the Association or its assigns. The Open Space is further restricted to the uses set forth in Exhibit C, City of Bozeman Plat Approved Covenants. (c) Wildlife Refuge. The Wildlife Refuge as shown on the Plat shall be owned and maintained by the Association or the City of Bozeman and shall be used for the purposes of protecting, maintaining and improving the Preserve for the benefit of the natural wildlife. The Board may adopt Rules and Regulations to govern the use of the Wildlife Refuge. (i) The Owners are prohibited from placing any vegetation, garden waste, lawn clippings, animal waste or other materials within the boundaries of the Wildlife Refuge. (ii) The Owners must prevent their Permitted Household Pets from entering the Wildlife Refuge. 8.4 Development and Maintenance of Lot. All Lots except for any portion of the Lot then undergoing any Construction Activity, including all Improvements on such Lot and all unimproved Lots shall be kept and maintained in a clean, safe, attractive and sightly condition and in good repair. 8.5 Approval of Construction Activities. Unless the approval of the ARC through processes set forth in Article 9 is obtained in advance, (i) no Improvements shall be constructed, erected, placed or installed upon any Lot, (ii) no change or alteration of the materials or appearance (including, but not limited to, color) of the exterior of any Improvements shall be made, (iii) no excavation or change in the grade of any Lot or earth movement shall be performed, (iv) no healthy vegetation or trees shall be cut or removed from any Lot subject to the provisions of Section 8.6, (v) no physical or cosmetic alteration or modification to existing Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 24 of 47 Improvements shall be made, and (vi) no other Construction Activity shall be initiated or performed. 8.6 Fire Precautions. In addition to the Design Guidelines, all structures must be constructed in accordance with City of Bozeman’s Fire Protection Regulations. (a) All Structures within the Subdivision must comply with the City’s current Fire Protection regulations. The Association and the Owners must follow the Fire Protection regulations. If there is a conflict with the City’s Fire Protection Regulations and these Covenants, the Fire Protection Regulations will prevail. 8.7 Trash; Garbage; Organic and Inorganic Materials. No trash, waste, garbage, litter, junk, refuse, or unused items of any kind shall be kept, stored, thrown, dumped, allowed to accumulate, left or burned on any portion of the Property. No incinerator or other device for burning of trash or garbage shall be installed or used. Each Member shall dispose of their trash at the location(s) designated by the Association. In the event the Association has not designated any disposal location, then the Member shall provide suitable receptacles for the collection of garbage, which must be enclosed within a building and comply with any Rules and Regulations, Board adopted policies, this Declaration, the other Governing Documents and requirement for animal-proof garbage containment. 8.8 Preservation of Water Resources. Members, Licensees, Invitees and members of the general public shall at all times conduct their use and activities in a manner that will preserve the integrity of all water courses within the Bridger Meadows Major Subdivision. The degradation or pollution of water is not permitted. All applicable local, state, and federal regulations, guidelines, and standards pertaining to water use must be followed. The Association may adopt Rules and Regulations, including fines, that will protect the water resources within the Association. These include, but are not limited to pesticides, garbage, oil, grease, pets and humans. 8.9 Wildlife Habitat, Hunting, Firearms. (a) Declarant reserves to itself and thereafter to the Association, the right to utilize and manage the Open Space Easement for the creation and enhancement of habitat for wildlife and native plants. It is also recognized by Declarant, the Association and the Members that wildlife species live in or migrate through the Property during various times of the year. The following limitations on use and development are intended to protect, preserve and maintain the existing wildlife habitat in the Property and to minimize the adverse effects of development on the wildlife habitat: (i) Hunting, capturing, trapping or killing of wildlife within the Property is prohibited. The discharge of firearms is prohibited within the Property. (ii) No feeding or domestication of any wildlife shall be permitted. No salt licks, bird feeders, or other foods shall be placed upon any Lot. Items such as bird feed, horse feed, grains, garbage and dog food shall be stored in bear-proof containers. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 25 of 47 8.10 No Noxious or Offensive Activity. No noxious or offensive activity shall be carried on upon the Property nor shall anything be done or placed on the Property which is or may become a nuisance or cause any disturbance or annoyance to others. As used herein, the term “noxious or offensive activity” shall not include any activities of a Member, Declarant or their respective designees which are reasonably necessary to the development of and construction on the Property so long as such activities do not violate the Governing Documents or the statutes, rules or regulations of any governmental or quasi-governmental entity having jurisdiction with respect thereto and do not unreasonably interfere with any Member’s use of such Member’s Lot or with any Member’s ingress and egress to or from such Member’s Lot and a Roadway. 8.11 Lights. All exterior lighting of Improvements and grounds on a Lot will be subject to regulation by the ARC. 8.12 No Hazardous Activities. No activities shall be conducted on any Lot no Improvements shall be constructed or performed on any Lot and no Construction Activities shall be conducted on any Lot that are or might be unsafe or hazardous to any Person or property. 8.13 No Unsightliness. No unsightliness shall be permitted on any portion of the Property. Without limiting the generality of the foregoing: (a) All unsightly structures, facilities, equipment, objects, and conditions shall be kept within an enclosed structure at all times. (b) The Board may create rules and regulations regarding the parking and storing of Recreational Vehicles and commercial vehicles. (c) No Mobile Homes are allowed. (d) Manufactured Homes that comply with these Covenants and the Design Guidelines are allowed. (e) Service areas and facilities for hanging, drying or airing clothing or fabrics shall be kept within an enclosed structure. (f) Mechanical and utility equipment, lines, wires, pipes, cables, tanks, poles, meters and other facilities, loading docks and sewage disposal systems or devices shall be screened or kept and maintained below the surface of the ground, or to the extent feasible, customary and sightly as determined by the ARC, within an enclosed structure, subject to exceptions as determined at the discretion of the ARC. 8.14 Repair of Improvements. No Improvements upon the Property shall be permitted to fall into disrepair, and each such Improvement shall at all times be kept in good condition and repair. 8.15 Animals. No animals shall be kept, raised, or bred on any Lot. Notwithstanding the foregoing, no more than 2 dogs and no more than 2 cats, and a reasonable number of birds, tortoises, or other customary household pets may be brought onto the Property or kept on a Lot Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 26 of 47 (“Permitted Household Pets”) as determined by the Board. Permitted Household Pets shall not be kept, bred, or maintained for any commercial purpose, nor in unreasonable quantities, nor in violation of any other provision of this Declaration. Livestock and Poultry are not Permitted Household Pets with the exception of female chickens. Female Chickens are allowed Poultry. No Permitted Household Pet shall be permitted to harass any wildlife. Permitted Household Pets are not to be kept outdoors or chained up. Any Permitted Household Pet that is on the Property shall be accompanied by the Owner, or their guest or invitee, and kept under control at all times. Owners are responsible for damage and waste caused by any Permitted Household Pet associated with a Lot. Female chickens shall be kept outdoors and in an enclosure. The Board may establish such other reasonable Rules and Regulations (including but not limited to the number of Permitted Household Pets, Female Poultry and the requirement to charge pet deposits) concerning Permitted Household Pets, Female Chickens and other animals as it deems necessary. Any Owner who causes any animal to be brought or kept on the Property shall indemnify and hold harmless the Association from any loss, damage, or liability that the Association may sustain as the result of the presence of such animal on the Property. 8.16 Signs. Except as otherwise provided in Section 8.30, no signs or advertising devices of any nature shall be erected or maintained on any Lot except signs approved by the ARC, signs required by the land use restrictions, applicable law or legal proceedings, identification signs for work under construction (as approved by the ARC), temporary signs to caution or warn of danger, Association signs necessary or desirable to give directions or advise of Rules and Regulations or Design Guidelines, or political signs as permitted pursuant to § 70- 1-522, MCA. The ARC shall regulate the terms for maintenance and length of time temporary signs may be placed. Without limiting the generality of the foregoing, no “For Sale,” “For Rent,” “Open,” “Open House,” “Garage Sale,” “Estate Sale” or similar signs shall be displayed on the exterior or interior of any Lot, except as permitted under the Design Guidelines. 8.17 Parking. Members, Licensees, Invitees and members of the general public shall not park vehicles on or along any Roadway, except in areas specifically designated for parking. The Association shall have the right to remove any vehicle that is parked on or along any Roadway not in compliance with this Section, at the vehicle owner’s expense. Parking within the Property is further subject to the adoption of Rules and Regulations by the Association. 8.18 Aircraft. No aircraft, including, without limitation, helicopters, or aircraft operations of any kind shall be permitted anywhere in or above the Property, except according to applicable Federal Aviation Administration regulations. Drones are not allowed except for marketing of a Lot or as otherwise allowed by the Rules and Regulations. Nothing in this Section shall limit the use of an aircraft in the event of an emergency. 8.19 Wood Burning Devices. In addition to any regulations under applicable law, the use of wood burning devices may be regulated or prohibited by the Association or ARC pursuant to its Design Guidelines. 8.20 Drainage; Erosion. Reasonable caution shall be taken during any Construction Activity, and thereafter, to prevent erosion, dust and drainage problems. All disturbed soil areas Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 27 of 47 shall be revegetated within a reasonable time in such a fashion as to minimize erosion and dust. Owners shall not obstruct or re-channel drainage flows after the initial location and installation of drainage swales, storm sewers, or storm drains, except that the Declarant during the Declarant Control Period and thereafter the Association shall have such right; provided, the exercise of such right shall not materially diminish the value of or unreasonably interfere with the use of any Lot without the Owner’s consent. 8.21 No Mining, Drilling, Commercial Logging or Timber Harvesting. No Lot shall be used for the purpose of mining, quarrying, drilling, boring or exploring for or removing oil, gas or other hydrocarbons, minerals, rocks, stones, gravel or earth or for commercial logging or timber harvesting. 8.22 Fences and Entry Gates. No fences, entry gates, walls or other boundaries for the purpose of enclosing or demarcating any Lot are permitted without first being approved by the ARC. 8.23 Hot tubs – Hot tubs are allowed with the prior written approval of the Board. Hot tubs must be located in an area where they are out of sight from the road or appropriately screened with a privacy fence approved by the ARC. 8.24 Zoning Petition. No Owner shall submit a petition or application pursuant to the Zoning Regulations or take any action to change the zoning within the Property without the prior consent of Declarant, during the Declarant Control Period, and thereafter the Association. 8.25 Health, Safety and Welfare. In the event additional uses, activities and/or facilities are deemed by the Board to be nuisances or to adversely affect the health, safety or welfare of the Members, Licensees, Invitees, or members of the general public, or the value of any part of the Property, the Association may adopt Rules and Regulations or Design Guidelines restricting or regulating the same. 8.26 Compliance with Law; Hazardous Materials. No Lot shall be used, occupied, altered, improved or repaired except in compliance with all laws, rules, requirements, orders, directions, ordinances and regulations of any local, state or federal governmental or quasi- governmental agency in effect from time to time. The Association and the Declarant shall not be obligated to pursue enforcement in the event this Section 8.26 is violated. The Association and Declarant may notify the applicable governing entity of any alleged violation and may also pursue remedies for the violation of this Declaration. 8.27 Permits. No structure shall be erected within the Property without first requesting and receiving a land use permit and such other permits and approvals as may be required from the City, County and State of Montana. 8.28 Subdivision, Aggregation, and Boundary Line Adjustment of a Lot. No Lot shall be subdivided, partitioned, aggregated, or be subject to a boundary line adjustment without the prior written consent of the Declarant during the Declarant Control Period and thereafter the Association. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 28 of 47 8.29 Temporary Structures. Unless approved by Declarant during the Declarant Control Period, and thereafter by the ARC, no tent, shack, trailer or any temporary building or structure shall be placed upon any portion of the Property. 8.30 Declarant’s Exemption. Notwithstanding any other provision of this Declaration, nothing contained in this Article 8 shall apply to the activities of Declarant. Further, Declarant’s Construction Activity and Declarant’s exercise of any Special Declarant Rights are exempt from review by the ARC during the Declarant Control Period. 8.31 Violation. Determination with respect to whether or not a particular activity or occurrence shall constitute a violation of this Article 8 shall be made in accordance with Article 10. Article 9 Architectural Review Committee 9.1 Purpose. In order to preserve the natural beauty of the Property and its setting, to maintain the Property as a pleasant and desirable environment, to establish and preserve a harmonious design for the community, and to protect and promote the value of the Property, all exterior design, development, Improvements, including, but not limited to, new Improvements and additions, changes or alterations to existing uses or Improvements, and Construction Activity at the Property shall be subject to review and approval by the ARC pursuant to this Article 9. 9.2 ARC. During the Declarant Control Period, Declarant shall appoint all members of the ARC, who shall serve at the discretion of Declarant. During the Declarant Control Period, the ARC shall consist of 1 to 3 members. Once the Declarant Control Period ends, the ARC shall consist of at least three (3), but not more than five (5) persons. The members of the ARC need not be Members of the Association or representatives of Members, and may, but need not, include architects, engineers or similar professionals, whose compensation, if any, shall be established from time to time by the Board. Upon expiration of the Declarant Control Period, the Board shall appoint the members of the ARC, who shall serve at the discretion of the Board.. 9.3 Powers and Duties. (a) Except as otherwise provided in Section 8.30 and this Section 9.3, neither the Association, nor any Member, Licensee, Invitee nor any occupant shall perform the activities described in Section 8.4 on the Property or a building or structure thereon, or change the use of any Lot or building or structure thereon or engage in any Construction Activity unless the ARC has approved the plans and specifications for the project, showing the nature, kind, shape, height, color, materials and location of same, and the construction procedures to be used to ensure compliance with this Article 9, including, without limitation, compliance with applicable law, the Governing Documents and any Supplemental Declaration. The ARC has the express authority to review, accept, condition, modify or deny all plans for any of the activities described in this Section 9.3(a) to the extent they conflict with the Design Guidelines adopted by the ARC or are not compatible with, or are inappropriate for, the Property. (b) Design Guidelines adopted by the ARC shall provide reasonable rules and procedures as the ARC deems necessary to carry out its functions, which Design Guidelines shall Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 29 of 47 not be inconsistent with the provisions of the other Governing Documents. Design Guidelines adopted by the ARC shall state the general design theme of all projects in the Property, specific design and construction requirements, and the general construction procedures that will or will not be allowed in the Property. (c) Each Member is hereby advised and acknowledges that, in connection with any Construction Activities on such Member’s Lot such Member must comply with the applicable provisions of Supplemental Declarations, Design Guidelines adopted by the ARC, and the Governing Documents, which documents may include, among other things, the following: (i) procedures and fees for making application to the ARC for design review approval, including, without limitation, the documents and materials to be submitted and the process the ARC must utilize to approve or disapprove any submission; (ii) time limitations for the completion, within specified periods after approval, of the Improvements for which approval is required under such documents; (iii) directions pertaining to the location of Improvements upon Lots with respect to natural topography, preservation of view corridors and similar criteria; (iv) minimum and maximum square foot areas of living space and non-habitable or non-living space that may be developed on any Lot; (v) landscaping and irrigation regulations or limitations, and limitations and restrictions prohibiting the removal or requiring the replacement of existing trees, the use of plants indigenous to the locale and other practices benefiting the protection of the environment, aesthetics and architectural harmony of the Property; (vi) instructions and Design Guidelines for the construction, reconstruction, refinishing or alteration of any Improvement and addressing matters such as grading, transformers, meters, fire protection, loading areas, waste storage, trash and debris removal, parking areas, outside storage, sanitary facilities, and conduct of behavior of builders, sub-contractors and Members’ representatives on the Property at any time; and (vii) the nature, kind, shape, height, color, materials and location of Improvements, parking, landscaping, open space, signage, skylining, setbacks, utilities, storm water management, grading, erosion control, fencing, interaction with wildlife, fault and landslide areas, air contaminants, water quality, heat, lighting and glare, noise, vibration, electrical disturbances, fire and other hazards, permitted uses within specific areas, the scale of development, maximum floor area and other dimensional limitations, impervious surface, density, construction standards and any other matter regulated pursuant to Article 8. (d) The ARC shall have the authority to establish new Design Guidelines, revise existing Design Guidelines or enforce existing Design Guidelines. (e) The ARC shall have the authority to retain the services of one or more consulting architects, landscape architects, engineers, contractors and experts, who are independent of the ARC, but are, to the extent required under law, licensed in the State of Montana, to advise and assist the ARC in performing the review functions prescribed in this Article 9 and in carrying out provisions of Article 8. Such consultants may be retained to advise the ARC on a single project, on a number of projects, or on a continuing basis. Consultants shall promptly disclose to the ARC their interests in any project or matter before the ARC prior to such project coming up for ARC consideration. (f) The ARC may, as a condition to any consent or approval, impose such covenants, conditions and restrictions as the ARC deems necessary or appropriate, including, without limitation, penalties for failure to comply. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 30 of 47 (g) The Association and the ARC through their authorized agents shall have the right to enter any Lot upon twenty-four (24) hours’ notice (or such notice as is appropriate in the event of an emergency) to the Member or Member’s agent for the purpose of ascertaining whether such Lot or the construction, erection, placement, remodeling or alteration of any Improvement thereon is in compliance with plans or Construction Activity approved by the ARC, the applicable Design Guidelines or the terms of this Declaration. The ARC, the Association or such officer, employee, or agent thereof shall not be deemed to have committed a trespass or wrongful act solely by reason of such action or actions under this Section 9.3(g). Notice as provided under this Section 9.3(g) may be either in person, via telephone, e-mail, or in writing. (h) The ARC shall have the authority to require reasonable fees to be paid with the filing of plans to offset expenses of the ARC. In addition, the ARC shall have the authority to set and require Members to post reasonable deposits prior to commencing Construction Activities for the purpose of assuring that Construction Activities will be completed within the time specified and in compliance with approved plans and applicable requirements. The ARC shall adopt a fee and deposit schedule as part of the Design Guidelines covering what fees and deposits will be required, the format for paying the fees and posting the deposits, and how such fees and deposits are used. The ARC reserves the right to establish special fees and deposits in the case of special projects where design review, oversight and enforcement costs may be higher than those established in the fee and deposit schedule. (i) The ARC shall have the authority to revoke or suspend its approval and/or order the suspension or cessation of any Construction Activity for violation(s) of the Governing Documents or for failure to construct the project in accordance with the approved plans. In addition, the ARC shall have the authority to record a notice of such non-compliance in the Public Record. (j) A Member upon final completion of such Member’s Construction Activity, as to such Member’s Lot shall request in writing from the ARC a certificate of substantial completion. The ARC will consider the request at a regularly scheduled meeting, for which there is quorum, within forty-five (45) business days from the date the request was received. The ARC will then grant or deny the issuance of the certificate. In the event of denial, the ARC shall state its reasons in writing and provide the Member a reasonable time to address the reasons for denial (e.g., complete the Construction Activity in accordance with ARC approval) and reapply for a certificate of substantial completion. The ARC shall not be required to release any deposits held pursuant to this Article 9 until a certificate of substantial completion has been issued, though the ARC may, in its discretion, reduce or release deposits when all that remains is minor, exterior landscaping work that is prevented from being completed by weather conditions. Construction Activity shall not be deemed to be substantially complete until all exterior finish and landscaping work has been completed, construction equipment and machinery are demobilized, and construction staging materials, including, but not limited to, portable toilets, dumpsters and all debris, are cleared from the Lot. Such certificate shall run to third parties at the request of the applicable Member. (k) The ARC shall have the exclusive right to construe and interpret the pertinent provisions of Design Guidelines. In the absence of any adjudication to the contrary by Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 31 of 47 a court of competent jurisdiction, the ARC’s construction or interpretation of the Design Guidelines and the provisions of this Article 9 shall be final, conclusive and binding as to all Persons and property benefitted or bound by the provisions hereof. (l) In addition to the above powers and duties, the ARC may have such powers and duties as delegated to it by the Board. (m) The ARC may grant variances from the Design Guidelines when there is a valid justification, where the variance does not have a negative impact on the adjacent properties or the Property as a whole, which shall be determined in the sole and absolute discretion of the ARC, and where the variance is reasonable in relation to the overall character and nature of the area; provided, however, that no variances can be granted by the ARC as to specific covenants and restrictions set forth in this Declaration, and the ARC may adopt specific guidelines in relation to any variance requests. Any application for a variance shall be pursuant to a written request addressing the above criteria and all variance guidelines adopted by the ARC, and any grant or denial of a variance by the ARC shall be stated in writing, based on written findings. (n) If a member of the ARC submits a project to the ARC for review or has a personal interest in a submitted project, that ARC member shall recuse himself or herself from the meeting as a voting member of the ARC and not participate in the review and discussion of the submitted project. 9.4 Operational Procedures. (a) The ARC shall hold meetings as necessary. Meetings of the ARC may be called by Staff, the chair of the ARC or by a majority of the members of the ARC. (b) A majority of the members of the ARC shall constitute a quorum. (c) The ARC shall maintain written minutes of its meetings and a record of any votes taken. (d) All meetings of the ARC shall be open to Members and the Declarant, as well as to any designated professional representatives thereof, and all votes of the ARC shall be taken at such meetings. Nothing contained herein, however, shall prevent the ARC from meeting in executive session, not open to Members, in relation to personnel matters, litigation in which the Association or the ARC is or may become involved, matters subject to privileges and confidentiality obligations, and matters relating to the formation of contracts with third parties. Any matter discussed in executive session shall be generally noted in the minutes of the immediately following open meeting. No meeting, regular or special, may be audio taped, recorded or broadcast. (e) A copy of all minutes, Design Guidelines and policy statements, shall be filed with the records of the Association and shall be maintained by the Association in accordance with its retention and record keeping policies. (f) Approvals and consents of the ARC shall not be arbitrarily and capriciously withheld, and actions taken shall not be arbitrary and capricious. ARC decisions Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 32 of 47 shall be conclusive and binding on all interested parties, subject only to the right of appeal detailed below. Any approval or disapproval by the ARC shall be in writing and in the case of a denial shall state the reasons for such denial. Decisions of the ARC are final; however, a Member can appeal in writing to the ARC to reconsider its decision. A request for reconsideration must be made in writing within ten (10) business days of the ARC’s decision and be delivered by certified mail to the Association’s mailing address. The ARC will consider the request at a regularly scheduled meeting, for which there is quorum, within forty-five (45) business days from the date the request was received. The ARC will then in writing affirm, modify or withdraw its decision within twenty (20) business days after the meeting. 9.5 Enforcement. Prior to completion of construction or action subject to review under this Article 9, the ARC shall have primary responsibility to enforce the restrictions set forth in Article 8, any applicable Design Guidelines, and restrictions as set forth in any Supplemental Declaration; provided, however, that such responsibility shall not limit the right of Declarant or the Association to act under Article 10. In addition to any other rights or remedies available to the ARC, the ARC shall have the right to suspend its review or temporarily suspend any approvals or certificates granted in the event an Owner is not in Good Standing. 9.6 Liability. The standards and procedures established by this Article 9 or the ARC are intended to enhance the overall aesthetics of the Property. None of the Declarant, the Association, or the ARC nor any of their respective officers, directors, employees or agents shall be responsible or liable for ensuring the structural integrity or soundness of approved construction or modifications, nor for ensuring compliance with building codes and other governmental or quasi-governmental entity requirements, nor for ensuring the appropriateness of soils, drainage, and general site and geotechnical work. A consent or approval or certificate of substantial completion issued by the ARC means only that the ARC believes that the construction, alteration, installation or other work for which the consent, approval or certificate was requested complies with the applicable Design Guidelines. No such consent or approval shall be interpreted to mean that the construction, alteration, installation or other work covered thereby (a) complies with laws, rules, regulations, ordinances or other requirements of any governmental or quasi-governmental authority, or any applicable covenants, conditions or resolutions, (b) is free from defects, errors or omissions, (c) is structurally sound, or (d) lies within the boundaries of a Lot or a Building Envelope, and by submitting materials to the ARC for its review, the applicant shall be deemed to have waived all claims against the ARC based on the foregoing disclaimed matters. None of the Declarant, the Association, the Board, the ARC, or any member or officer of any of the foregoing shall be held liable for any injury, damages, or loss arising out of the manner or quality of approved or disapproved construction on or modifications to any Lot within the Property. Article 10 Enforcement and Remedies 10.1 Procedure. The Association shall have the right (but not the obligation) to enforce the provisions of any of the Governing Documents, through its procedure adopted by resolution of the Board, abatement of the violation by the Association, or by proceedings either at law or in equity against any Person(s) violating or attempting to violate any of the Governing Documents. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 33 of 47 10.2 Discretion. (a) The decision to have the Association pursue an enforcement action in any particular case shall be left to the Board’s discretion, except that the Board shall not be arbitrary or capricious in taking enforcement action. Without limiting the generality of the foregoing sentence, the Board may determine that, under the circumstances of a particular case: (i) the Association’s position is not strong enough to justify taking any or further action; (ii) the covenant, restriction or rule being enforced is, or is likely to be construed as, inconsistent with applicable law; (iii) although a technical violation may exist or may have occurred, it is not of such a material nature as to be objectionable to a reasonable person or to justify expending Association resources; or (iv) it is not in the Association’s best interest, based upon hardship, expense, or other reasonable criteria, to pursue or continue enforcement action. (b) Such a decision shall not be deemed a waiver of the right of the Association to enforce such provision at a later time or under other circumstances, nor shall it preclude the Association from enforcing any other covenant, restriction or rule, nor shall it preclude any Member from taking action at law or in equity to enforce the Governing Documents, including all such costs and fees for any appeal or enforcement of a judgment. (c) In addition to all other enforcement rights and remedies available to the Association, the Association may suspend the right of an Owner to use the Area of Common Responsibility and Improvements located therein (i) for any period during which any charge against such Owner’s Lot remains delinquent, and (ii) for a period not to exceed thirty (30) days for a single violation, or for a longer period in the case of any continuing violation, for any period in which such Owner is not in Good Standing (other than as set forth in clause (i) of this paragraph). 10.3 Costs of Enforcement. (a) Costs incurred for enforcing the provisions of the Governing Documents (inclusive of giving notice of the violation), costs of correcting the defect or undoing or curing the violation, if undertaken by the Association, or any fines levied against the Member after the Member is determined by the Board to be in violation of the Governing Documents, shall be paid by the Member. Any costs incurred for enforcing the provisions of the Governing Documents, for correcting the defect or undoing the violation, or fine assessed against the Member that is not paid within sixty (60) days may be handled in accordance with Section 5.7. (b) Should any lawsuit, arbitration or other legal proceeding be instituted by a Member against the Association, or the Association against a Member alleged to have violated one or more of the provisions of the Governing Documents and should the Association be wholly or partially successful in such proceeding, the Member shall be obligated to pay all the costs of such proceeding, including, without limitation, reasonable attorneys’ fees and costs. 10.4 Delegation. The Board may delegate any of its rights or obligations with respect to enforcement as set forth above to its appointed agent, Staff, or any committee of the Board, including, but not limited to, the ARC; except that any decision to pursue or not pursue any legal proceeding may not be delegated, and shall be determined by the Board. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 34 of 47 10.5 Remedies Cumulative. Each remedy provided under the Governing Documents is cumulative and not exclusive. Article 11 Insurance, Casualty and Condemnation 11.1 Insurance. (a) Required Coverages. The Association shall obtain and continue in effect the following types of insurance, if reasonably available, or if not reasonably available, the most nearly equivalent coverages as are reasonably available: (i) Blanket property insurance covering “risks of direct physical loss” on a “special form” basis (or comparable coverage by whatever name determined) for all insurable Improvements within the Area of Common Responsibility or otherwise owned by the Association to the extent the Association has assumed responsibility in the event of a casualty, regardless of ownership. If such coverage is not generally available at reasonable cost, then “broad form” coverage may be substituted. All property insurance policies obtained by the Association shall have policy limits sufficient to cover the full replacement cost of the insured Improvements under current building ordinances and codes; (ii) Commercial general liability insurance on the Area of Common Responsibility and Improvements located thereon, insuring the Association and its Members for damage or injury caused by the negligence of the Association or any of its Members, employees, agents or contractors while acting on its behalf. If generally available at reasonable cost, such coverage (including primary and umbrella coverage) shall have a limit of at least $1,000,000.00 per occurrence with respect to bodily injury, personal injury, and property damage; provided, should additional coverage and higher limits be available at reasonable cost which a reasonably prudent person would obtain, the Association shall obtain such additional coverages or limits; (iii) Workers compensation insurance and employer’s liability insurance, if and to the extent required by law; (iv) Directors and officers liability coverage; (v) Commercial crime insurance, including fidelity insurance covering all Persons responsible for handling Association funds in an amount determined by the Board’s business judgment but not less than an amount equal to one-sixth of the annual revenue of the Association plus reserves on hand, or such lesser amount as is commercially reasonably obtainable. Fidelity insurance policies shall contain a waiver of all defenses based upon the exclusion of Persons serving without compensation; and (vi) Such additional insurance as the Board, in the exercise of its business judgment, determines advisable. (b) Claims Against the Association’s Insurance Policies. Unless otherwise provided in this Declaration or the Bylaws, the Board may adopt a resolution that: Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 35 of 47 (i) Prescribes a procedure for processing insurance claims. The procedure may require that all claims against the Association’s insurance policy be processed through and coordinated by the Board or the Manager, if authorized by the Board. (ii) Assigns the responsibility for payment of charges for handling claims, including any charges by a Manager. (c) Policy Requirements. From time to time, the Association shall arrange for a review of the sufficiency of its insurance coverage by one or more qualified Persons, at least one of whom must be familiar with insurable replacement costs in Bozeman, Gallatin County, Montana. The policies may contain a reasonable deductible (the determination of “reasonable” including all reserves maintained by the Association) and the amount thereof shall not be subtracted from the face amount of the policy in determining whether the policy limits satisfy the requirements of Section 11.1(a). In the event of an insured loss, the deductible shall be treated as an Association Expense in the same manner as the premiums for the applicable insurance coverage. However, if the Board reasonably determines that the loss is the result of the negligence or willful misconduct of one or more Members, Licensee, or Invitee, then the Board may assess the full amount of such deductible against such Member and their Lot as a Default Assessment. All insurance coverage obtained by the Board shall (if reasonably available): (i) Be written with a company authorized to do business in Montana; (ii) Be written in the name of the Association as trustee for the benefited parties. Policies on Area of Common Responsibility, Improvements located thereon and other Improvements owned by the Association shall be for the benefit of the Association and its Members; (iii) Not be brought into contribution with insurance purchased by Owners, occupants or their mortgagees individually; (iv) Contain an inflation guard endorsement; (v) Include an agreed amount endorsement, if the policy contains a co- insurance clause; (vi) Provide that each Member is an insured person under the policy with respect to liability arising out of such Member’s interest as a member of the Association in the Area of Common Responsibility (provided, this provision shall not be construed as giving a Member any interest in the Area of Common Responsibility other than that of a Member); (vii) Include an endorsement precluding cancellation, invalidation, suspension, or non-renewal by the insurer on account of any act or omission of one or more Members, or on account of any curable defect or violation of any Member without prior written demand to the Association to cure the defect or violation and allowance of a reasonable time to cure; and Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 36 of 47 (viii) Include an endorsement precluding cancellation, invalidation, or condition to recovery under the policy on account of any act or omission of any one or more individual Owners, unless such Owner is acting within the scope of its authority on behalf of the Association. (d) Waiver of Subrogation and Endorsements. In addition, the Board shall use reasonable efforts to secure insurance policies which name the Members, collectively, as additional insureds for claims arising in connection with the ownership, existence, use or management of the Area of Common Responsibility, Improvements located thereon and other Improvements owned by the Association and provide: (i) A waiver of subrogation as to any claims against the Association’s Board, Staff, officers, and any manager, the Members and their Licensees and Invitees; (ii) A waiver of the insurer’s rights to repair and reconstruct instead of paying cash; (iii) An endorsement excluding Member’s individual policies from consideration under any “other insurance” clause; (iv) An endorsement requiring at least thirty (30) days’ prior written notice to the Association of any cancellation, substantial modification, or non-renewal; (v) A cross-liability endorsement that provides cross-liability coverage; and (vi) A provision vesting in the Board exclusive authority to adjust losses; provided, however, no mortgagee having any interest in such losses may be prohibited from participating in the settlement negotiations, if any, related to the loss. 11.2 Casualty. (a) In the event of damage or destruction to any part of the Area of Common Responsibility, Improvements located thereon or other Improvements owned by the Association, any insurance proceeds shall be collected by and paid to the Association and such insurance proceeds, if sufficient to reconstruct or repair the damage in the estimation of the Board, shall be applied by the Association to such reconstruction and repair. If the insurance proceeds with respect to such damage or destruction are insufficient to repair and reconstruct the damaged or destroyed Area of Common Responsibility or Improvements, or if there are no insurance proceeds, the Board shall levy a Special Assessment pursuant to the Governing Documents in the aggregate amount of such deficiency and shall proceed to make such repairs or reconstruction. Notwithstanding the foregoing, the Association shall not repair or reconstruct the damaged or destroyed Area of Common Responsibility or Improvements if (i) such repair or reconstruction would be illegal under any local, state or federal law, or (ii) within sixty (60) days after such damage or destruction (A) during the Declarant Control Period the Declarant elects not to repair or reconstruct, or (B) after the Declarant Control Period the Board elects not to repair or reconstruct. If the Declarant or the Board elects not to repair or reconstruct as provided above, the Association shall demolish any destroyed or damaged improvements, remove all debris and Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 37 of 47 rubble caused by such demolition and return the damaged or destroyed area to a sightly condition and shall have the right to levy against and collect from the Members a Special Assessment for this limited purpose, if necessary. (b) Subject to the terms of any Supplemental Declaration, in the event of damage or destruction of the Improvements located on any Lot or any part thereof (other than any Area of Common Responsibility or Improvement which is governed by Section 11.2(a)), the Owner of such Lot shall, at its sole cost and expense, with due diligence, either (i) cause the damaged or destroyed Improvements to be repaired and restored to a condition comparable to that prior to the damage or destruction, or (ii) demolish the destroyed or damaged Improvements, in which event the rubble caused by such demolition shall be removed and the affected Lot graded and landscaped. If such repair or restoration or such demolition, debris removal, grading and landscaping is not commenced within one hundred eighty (180) days from the date of such damage or destruction, or if the same is commenced but then abandoned for a period of more than ninety (90) days, the Association may initiate proceedings under Article 10, inclusive of fining the Owner until such repair or restoration or such demolition, debris removal, grading and landscaping is commenced or re-commenced, as the case may be, unless the Owner or can prove to the satisfaction of the Board that such failure is due to circumstances beyond the Owner’s control. All Construction Activity commenced under this Section 11.2(b) shall be subject to ARC review and approval, which will not be unreasonably withheld. In addition to the remedies available pursuant to Article 10, the Association, acting through the Board, may undertake demolition, grading, and landscaping of the affected Lot and charge the Owner for the costs thereof as a Default Assessment. 11.3 Condemnation. (a) In the event the Area of Common Responsibility, Improvements thereon or other Improvements or property owned by the Association, or any portion thereof, shall be taken for any public or quasi-public use, under any statute, by right of eminent domain or by purchase in lieu thereof, each Member will be entitled to notice thereof, but the Association will act as attorney-in-fact for all Members in the proceedings incident to such taking unless otherwise prohibited by law. The award for such taking will be payable to the Association as trustee for all of the Members to be used as follows: (i) If the taking involves a portion of the Area of Common Responsibility on which Improvements have been constructed, then, unless (A) restoration or replacement of such Improvements would be illegal under any state, local or federal law or (B) within sixty (60) days after such taking (I) during the Declarant Control Period Declarant elects not to restore or replace such Improvements, or (II) after the Declarant Control Period the Board elects not to restore or replace such Improvements, the Association shall restore or replace such Improvements so taken on the remaining land included in the Area of Common Responsibility to the extent lands are available therefore, in accordance with plans approved by the ARC and other governmental or quasi-governmental entity having jurisdiction over the Property. If such Improvements are to be restored or replaced, and the award for the taking is insufficient to restore or replace such Improvements, the Board shall levy a Special Assessment in the aggregate amount of such deficiency and shall proceed to restore or replace such Improvements. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 38 of 47 (ii) If the taking does not involve any Improvements, or if there is a decision made not to restore or replace as set forth above, or if there are net funds remaining after any such restoration or replacement of Improvements is completed, then the Association shall retain such excess proceeds and place them in the Association’s reserve account. (b) In the event any Lot or any portion thereof (other than any Area of Common Responsibility which is governed by Section 11.3(a)) shall be taken, the condemnation award for such taking shall be paid solely to the Owner of such Lot. The repair or restoration of any Improvements located on such Unit which are affected by the taking shall be completed as if it were a casualty, in accordance with the terms of Section 11.2(b). If an entire Lot shall be condemned, the Owner thereof shall automatically cease to be a Member of the Association with respect to such Lot but obligations arising prior to such taking shall remain the obligation of such Person regardless of the termination of Membership. Article 12 Mortgagee Provisions 12.1 Notices of Action. (a) Any institutional holder, insurer, or guarantor of a first Mortgage that provides a written request to the Association in accordance with this Section 12.1 shall thereby become an “Eligible Holder” for so long as such Person remains an institutional holder, insurer or guarantor of a first Mortgage and will be entitled to timely written notice of: (i) Any condemnation loss or any casualty loss of which the Association has notice which affects a material portion of the Area of Common Responsibility; or (ii) At least thirty (30) days prior to any foreclosure by the Association of a lien resulting from a delinquency in the payment of any Assessment, charge, fine, penalty or other amount payable by a Member with respect to a Lot subject to the mortgage of such Eligible Holder. (b) The written request as required under this Section 12.1 shall clearly state the legal description and address of the Lot as well as the name, mailing address, telephone number and e-mail address of the person who should receive the notices for the above listed actions. It is the sole obligation of the Eligible Holder to keep this information up to date with the Association and deliver notice as provided herein to the Association when this information changes. The Association will not be in default for failure to provide the above-listed notices if the Eligible Holder does not provide the Association with accurate information. (c) Any written notice required under this Section 12.1 to be provided by the Association to an Eligible Holder shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by certified mail, first-class, postage pre-paid, return receipt requested to the address provided by the Eligible Holder. 12.2 Payment of Unpaid Assessment. Any mortgagee or other lienholder holding a lien on a Lot may pay any unpaid Assessment with respect to such Lot, together with any and all Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 39 of 47 costs and expenses incurred with respect to the Assessment lien securing such unpaid Assessment. Article 13 Jurisdiction and Annexation 13.1 Jurisdiction. The Property within the jurisdiction of the Association and subject to this Declaration and the Governing Documents as of the date hereof is described in Exhibit A attached to this Declaration and incorporated herein by reference. Property within the jurisdiction of the Association and subject to this Declaration is subject to all provisions of the Governing Documents. 13.2 Additional Covenants and Easements. During the Declarant Control Period, the Declarant may unilaterally subject any portion of the Property submitted to this Declaration initially or by Supplemental Declaration to additional covenants and easements, including, without limitation, covenants obligating the Association to maintain and insure such property on behalf of the Owners and obligating such Owners to pay the costs incurred by the Association. Such additional covenants and easements shall be set forth in a Supplemental Declaration filed either concurrent with or after the annexation of the subject property, and shall require the written consent of the owner(s) of such property, if other than the Declarant. Article 14 Amendment 14.1 Amendment. (a) By Declarant. During the Declarant Control Period, Declarant may unilaterally amend this Declaration for any purpose, provided the amendment has no material adverse effect on the right of any Owner. Notwithstanding the above, during the Declarant Control Period, Declarant may unilaterally amend this Declaration if such amendment is (i) necessary to bring any provision in compliance with any applicable governmental statutes, necessary governmental registrations, rule, regulation, or judicial determination; (ii) necessary to enable any reputable title insurance company to issue title insurance coverage on the Lots; (iii) required by a Federal Mortgage Underwriter to enable such Federal Mortgage Underwriter to make or purchase mortgage loans for Lots; (iv) necessary to enable any governmental agency or reputable private insurance company to insure mortgage loans on the Lots; (v) necessary to enable any governmental agency or reputable private insurance company to insure the Property, or any portion thereof; or (vi) otherwise necessary to satisfy the requirements of any governmental or quasi-governmental entity; which amendment shall be effective upon a recording of a Supplemental Declaration or amendment stating the amendment, the authority for the amendment, and signed by Declarant. (b) By Members. After the Declarant Control Period and otherwise, this Declaration may be amended by an Affirmative Vote of a Majority, with the consent of the Declarant during the Declarant Control Period or if a higher percentage is required that percentage shall control. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 40 of 47 (c) Application. Owners are on notice that by virtue of taking title to a Unit subject to the Governing Documents that they are subject to and agree to the amendment provisions contained in this Article. Owners waive their rights to any statutory remedies provided for under Title 70 of the Montana Code Annotated with regard to duly adopted amendments pursuant to this Article. (d) Recording of Amendment. Any amendment adopted pursuant to this Article must be recorded with the office of the Clerk and Recorder of Gallatin County, Montana in order to be effective. If an Owner consents to any amendment to this Declaration or the Bylaws, it will be conclusively presumed that such Owner has the authority to consent, and no contrary provision in any mortgage or contract between the Owner and a third party will affect the validity of such amendment. (e) Restrictions on Amendment. If an Owner consents to any amendment to this Declaration or the Bylaws, it will be conclusively presumed that such Owner has the authority to consent, and no contrary provision in any Mortgage or contract between the Owner and a third party will affect the validity of such amendment. No amendment may remove, revoke, or modify any right or privilege of the Declarant, or increase Declarant’s obligations, without the written consent of the Declarant or the assignee of such right or privilege. Article 15 Interpretation 15.1 Effect of Provisions of Declaration. Each provision of this Declaration, and any agreement, promise, covenants and undertaking to comply with each provision of this Declaration, and any necessary exception or reservation or grant of title, estate, right or interest to effectuate all easements, grants, and conveyances herein and all other provisions of this Declaration shall be deemed incorporated in each deed or other instrument by which any right, title or interest in any real property within the Property is granted, devised or conveyed, whether or not set forth or referred to in such deed or other instrument. 15.2 Interpretation of the Declaration. The Association, by and through its Board, shall have the exclusive right to construe and interpret the provisions of this Declaration, except for provisions expressly delegated to the ARC. In the absence of any adjudication to the contrary by a court of competent jurisdiction, the Board’s construction or interpretation of the provisions hereof shall be final, conclusive and binding as to all Persons and property benefitted or bound by the covenants and the provisions hereof. Article 16 Miscellaneous 16.1 Attorneys’ Fees. In the event suit or action is instituted for a declaration of rights hereunder or to enforce any of the provisions of this Declaration or the other Governing Documents, the parties agree to pay to the prevailing party all reasonable costs, fees, and paralegals’ and attorneys’ fees and costs (as calculated on an hourly fee basis and not a contingency fee basis) and all costs of collection and enforcement, including, but not limited to, any appeals. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 41 of 47 16.2 Limited Liability. None of Declarant, the Association, the ARC, the Board, or any member, agent or employee of any of the same shall be liable to any party for any action or for any failure to act with respect to any matter related to the Governing Documents if the action taken or failure to act was in good faith and without malice. Such parties shall additionally be entitled to indemnification to the extent required under applicable law or any Governing Document. 16.3 Successors and Assigns. Except as otherwise provided herein, this Declaration shall inure to the benefit of Declarant, the Association, and each Member and shall be binding upon Declarant, the Association, each Member and their respective heirs, devisees, personal representatives, successors and assigns. 16.4 Severability. A determination of invalidity of any one or more of the provisions or conditions hereof, or any portion thereof, by judgment, order or decree of a court shall not affect in any manner the other provisions or portions of provisions hereof which shall remain in full force and effect. 16.5 Captions. The captions and headings in this Declaration are for convenience only and shall not be considered in construing any provisions of this Declaration. 16.6 Gender. The use of the masculine gender in this Declaration shall be deemed to include the feminine and neuter genders and the use of the singular shall be deemed to include the plural, and vice versa, whenever the context so requires. 16.7 No Waiver. Failure to enforce any provisions of this Declaration shall not operate as a waiver of any such provision or of any other provision of this Declaration. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 42 of 47 IN WITNESS WHEREOF, Declarant has executed this Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision on this _____ day of ____________, 20____. DECLARANT Bridger Center LLC, a Montana limited liability company By: ____________________________ Authorized Member STATE OF MONTANA ) :ss COUNTY OF Gallatin ) This instrument was acknowledged before me on ___________________, by ________________, as Authorized Member Bridger Center LLC, a Montana limited liability company. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal the day and year first above written. __________________________(printed name) Notary Public for the State of _____________ Residing at: ___________________________ My commission expires: _________________ (mm/dd/yyyy) Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 43 of 47 Exhibit A- 1 of Declaration of Protective Covenants, Conditions and Restrictions For Bridger Meadows Major Subdivision LEGAL DESCRIPTION OF THE PROPERTY Bridger Meadows Subdivision, Gallatin County, (Rest TBD by the Plat) Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 44 of 47 Exhibit B of Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision ASSESSMENTS Article 1 Types of Assessments 1.1 Base Assessments. (a) Budget. At least sixty (60) days before the beginning of each fiscal year, the Board shall prepare a budget covering the estimated Association Expenses during the coming year, including, without limitation, a capital contribution to establish a reserve fund in accordance with a budget separately prepared. The Board shall annually prepare the reserve budget which takes into account the number and nature of depreciable assets owned by the Association, the expected life of each asset, and their expected repair or replacement cost. (b) Rate. The Base Assessment shall be levied equally against all Lots which are subject to the Base Assessment pursuant to this Declaration and shall be set at a level which is reasonably expected to produce total revenue for the Association equal to the total budgeted Association Expenses for the benefit of all Owners, including, without limitation, reserves (“Base Assessment”). In determining the level of Base Assessments, the Board, in its discretion, may consider other sources of funds (exclusive of Specific Assessments) available to the Association. In addition, the Board shall take into account the number of Lots subject to the Base Assessment on the first day of the fiscal year for which the budget is prepared and the number of Lots reasonably anticipated to become subject to Base Assessments during the fiscal year. (c) Notices. The Board shall send a copy of the budget and notice of the amount of the Base Assessment for the upcoming year to be delivered to each Owner at least thirty (30) days prior to the beginning of the fiscal year for which it is to be effective. Such budget and assessment shall become effective unless disapproved at a meeting by at least seventy-five percent (75%) of the Members in the Association, and, during the Declarant Control Period, the Declarant. There shall be no obligation to call a meeting for the purpose of considering the budget except on petition of the Membership as provided for special meetings in the Bylaws or, if the Bylaws are silent, the Act, which petition must be presented to the Board within ten (10) days after delivery of the budget and notice of the amount of the Base Assessments. (d) Failure to Approve Budget. If the proposed budget is disapproved or the Board fails for any reason to determine the budget for any year, then until such time as a budget is determined, the budget in effect for the immediately preceding year shall continue for the next year. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 45 of 47 1.2 Default Assessment. Notwithstanding anything to the contrary contained herein, if any cost or expense of the Association is caused by (a) the negligence or misconduct of a Member or a Member’s employee, agent, Licensee or Invitee, or (b) a violation of any covenant or condition of a Governing Document by a Member or a Member’s employee, agent, Licensee or Invitee, the Association may, if the Board deems necessary or advisable, levy a Default Assessment against such Member. The Association may also, in the discretion of the Board, levy a Default Assessment against any Lot to reimburse the Association for costs incurred in bringing the Lot into compliance with the provisions of the Governing Documents, provided the Association gives prior notice to the Owner and an opportunity for a hearing. Any such assessment levied by the Association pursuant to this Exhibit B Section 1.2, and each fine, penalty, fee, or other charge imposed upon a Member for the Member’s violation of any covenant or condition of any Governing Document, are each referred to herein as a “Default Assessment.” 1.3 Special Assessment. The Association may levy “Special Assessments” from time to time to cover unbudgeted expenses or expenses in excess of those budgeted. Except as otherwise specifically provided in this Declaration, any Special Assessment for Association Expenses for the general benefit of all Owners shall require the Affirmative Vote of a Majority. Special Assessments shall be payable in such manner and at such times as determined by the Board, and may be payable in installments extending beyond the fiscal year in which the Special Assessment is approved. 1.4 Specific Assessments. (a) The Board shall have the power to specifically assess Association Expenses against Lots receiving benefits, items, or services not provided to all Lots within an area or within the Property that are incurred for the benefit of the Owner of a Lot or the Owners of a Lot within a section of the Property for specific items or services relating to the Lot, as determined by the Board in good faith. All such assessments shall be “Specific Assessments.” (b) Any Lot or group of Lots may request that the Association provide a higher level of service or special services for the benefit of such Lot, upon the affirmative vote, written consent, or a combination thereof, of a majority of Owners requesting the service. In such event, the Association, in the Board’s sole discretion, may provide for the requested services. The cost of such services, if provided, shall be assessed against the Lot(s) making the request, as determined by the Board in good faith, as a Specific Assessment on such Lots. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 46 of 47 Exhibit C of Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision CITY OF BOZEMAN PLAT APPROVED COVENANTS The following covenants are required by the City of Bozeman per the plat approvals for the Property. Declaration of Protective Covenants, Conditions and Restrictions for Bridger Meadows Major Subdivision Page 47 of 47 Exhibit D Map of Wildlife Refuge and Open Spaces