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KSL Land/Declaration of CC&R's 14DECLARATION OF DEVELOPMENT COVENANTS, CONDITIONS & RESTRICTIONS Recorded DOC# 2004-0836422 between KSL Land Holdings, LLC and Crowne Pointe Partners, LLC relates to the following city Files (as of 2014): Aereement files: RREF II -CWC LaO, LLC (assumed DA from Crowne Pointe Partners) 21643 Landmark Land 89 [lots 34, 36, 38] 29421 KSL Land [lots 2, G, H, K] 29421 PGS West Stadium Clubhouse " 28960 KSL Land [lettered lot 1] 28960 Centex Homes " 28444 KSL Land 98 [lots H, 1, L, W] Lot Line Adiustment file: LLA 2004-411 [Parcels 1, 2, 3] Parcel Map PM 28805 [parcel 1] rM?1V RBCORDM REQUESTED BY AND WHIM RBCORDED MAIL TO: KSL Lend HoldiuA LLC 50-905 Avenida Bermudas La Qua. Califvmia 92253 Atterdioa: IAW Depatfileilt DOC " 2004-0030422 19/22/2994 9B:W Fee: tap. 99 page f of to Recorded in official Records County of Riwraide Gery L. Rssommer, C"My Clark 6 Recorder DECI.ARMON OF DEVELOPMENT COVENANTS, CONDIZIONS AND RESTRICTIONS L-kj nJ:.l:q.r..... 19II IAS long mummu;� I11M-EME .. . ..�I _ DECI.ARMON OF DEVELOPMENT COVENANTS, CONDIZIONS AND RESTRICTIONS L-kj nJ:.l:q.r..... 19II IAS This Declaration of Development Covenants, Conditions and Restrictions (the 'Declaration") is executed, to be effective upon its a Delaware limited liability company ("Company') and Pointe Partners, LLC, an Oregon limited liability company Cluilda"). Company and Buhr a s or collectively heremat called a "Party' orthe "Perna." A Company is the owm of that certain real property in the City of tai Qua, Rwaatde County Cali urn% daciaW on Eathn"M 1 attadted haato (the "Burdened Prgrerty'). The Burdened Property is a porion of the large master phoned community ]mown as PGA WEST, portions of which are moral parftculady described on Fshrfi is 2 and 3 attached harcl o. The property da mlW in Bxidbila 11 though 3 is collectively referred to herein as the 'P1'ojecL". . B. Builder is acquiring the Burdened Property fiem Company pursuant to a Fart deed Sam Company to BWdw recorded concateetly herewith (the "Ghent Deed"). In connection whb such acquisition by Builder and by sc oeptanoe of such acquisition, Builder (by acquiring title to the Burdened Property) repamems to Company that it is aegcurireg the Burdened Property for development in accordance with and subject to the coveoaWs, Om boas, rights, restrictions and limitations.set Barth in due Doclaratiom. Builder teptureats to Company that it Intends to develop the Burdened Property An accordance with the Specific Plan (as horeaRa defined) and the general scheme of developna d of the Project and Builder intend s to construct single bmily residential dwelling unite ("Aesidencea") on the Burdened Peoptaty, as more particularly described berain T)3)3RBF M the Partin agtae as follows. 1. DeAnitions Except as c9 expressly provided ha oi% Ste following words and phnsa, when used haeim, Shap have the following meanings: 1.01 "Am uuwWe Prooertv" shall man the real property described in Exhibit 3. Company may, Som time to thee, add all or any portion of such property to the Belted Property pursuant to Section I 1 of this Declaration. 1.02 "Anoiica#Me ; shall mean all requests or applications for govern approvals or permits made or td be made by Builder m connection with Builder's development of the Burdened Property. 1.03 "Benefited ProoeW Shap neem the real Property to which the bent& of the provisions of Ibis Declaration it n es. As of the recordation of this Declaration, the Benefited Piopesty is the real property describW in Exhibit 2. Company shall have the rmiWeral Paas 2 xs lean nonuse right to substitute for or add to the Benefited Property any of the Annexable Property deathbed on EaLift 3. 1.04 Wkleft hg==lgW small mon those uWovanerma doscnW on Exbibit 5 attached hereto, which Builder is to construct in the Project ea provided in this DECiaratiou. 1.05 "Cy " shall man the City of La Quints, California 1.06. ' shall mesa all real property and the Improvements constructed thereon, designated by Company to be maimeined by the Master Association or any Sub -Association, pursuant to a supplementary declaration of atmwration recorded against the Burdened Property by Builder. 1.07 Tatman Pmoertiee shall mean all real property and the improvements conehucted thereon owned in fee or casement by the Master Association or any Sub-Assomatim, membership is whim a appcab®mt to the owns* of the Residences, for the common use and oWaymad ofthe members of such association. 1.08 ` Co domirrium Plan" shell mean my candomimmin plan now or hereafter recorded against the enols Burdened Property, or portions thereof, far the devebpment of the Burdened Property with.Residences. 1.09 "-CaW shall mem Riverside County, CRhfomia 1.10 "Inpponallv(Mritted" 1.11 "l Iioosily Omitted" 1.12 " 1.13 "Develonment Documents" shall mem all of the written agreements between Company and BmWer, reowded end wnecorded, concerning the acquisition, development and ado of the Burdened Property including, without limitation, the follorvinr. . (s) Pwchgw Agmg2gLL The Agreement of Purchase and Sale and Joint Escrow Instructions, including all exhibits thereto, under which Builder aequited the Burdened Property from Company (the "Puroltcae Areenent'9; (b) Qgg The Chant Deed; (t) QWW The Option Agreement and Escrow, hnatructions mrder which Builder has granted Company the option to reparclum the Property v>dca certain tams and conditions, and the Memorandum thereof recorded concmta+tly herewith; and (d) Djmkpment Deelaretion Ibis Declaration. Prue 3 itsicaditepodAremcimadoe larva 1.14 "" shall mean the California Department of Real Estate or such other gover mammal agency of the State of California sudmized to administer the sale of subdivided lands ptneuent to Sections 11000 at seq. of the Celifinmia Business and Professions Code, or any similar California statute hereinafter enacted. 1.15JA Management shall mean all documents that Builder submits with any Applications in support thereof or ancillary thereto. 1.16 "Mmketing Guidelines " shall mean those certain advertising and madoeting guidelinesand all amendments theretoprepared by Company from time to time to regulate the fimm, eoutent, type, location and timing of all forms of advertising for the Project, the Residences, and other improvements that Builder develops on the Burdened Property. 1.17 "Master Association" shall moan the PGA WEST Master Association farmed for sue purposes of maintaining the Master Association Properties and performing certain other doses and fimcdona as provided in die Master Declarstiom or if the context so provides, any other "Association" (as defined in Section 1351(x) of time California Civil Code) Sermed for the purpose of administering or mamtainmg Common Properties andler Common Area in connection with the Burdened Property. 1.18 "Master Assoddion Prooerties" shall mean the Common Properties owned by the Master Association and designated as the "Association Property" in the Master Declaration. 1.19 "Master Declaration" shall mean that certain Master Declaration of Covenants, Conditions and Restrictions for PGA Wast, Riverside County, California, recorded in the Official Records of Riverside County on January 22, 1986, as Instrument No. 15569, as amended. 1.20 "Other Builders" shall mean any other builders in the Project who are engaged in the development of properties in die Project adjaoemt to or nearby tate Benefited Property. If Company is contracting dwelling units or otter improvements on any such adjoining or proximate property, Comprty shall also be deemed an "Other Builder" heramder. t.2I "Other Builders' Imomvemar fs" small now those improvements to be constructed by the Other Build= on or near the Burdened Property described on Exhibit 6 attached hereto. 1.22 "Outside Permit Issuamcs Date" shall mean the date which is eleven (11) years atter the recordation date of this Declaration, which aWl be the outside date by which all of ire building permits required for the construction of Residences our the Burdened Property must have been obtained. 123 "Phase of Donlonment 1 shall mean a portion of the Burdened Property for which the DRE has issued a Final Subdivision Public Report P"sea ca,r...ma"ppsPrClaat,doe nannrot 1.24 "Oaelifvine Sale of a Residence" shell mean the close of escrow for the sale of a Residence to a member of the home buying public pursuant to a Final Sobdivision Public Report issued by the DRE. TIM of escrow" es used in this Section means the date on which a deed or other insk maent conveying title to to homebuyer is recorded in the Official Records of the County. 1.25 "ally Omitted" 1.26 "Seller's Obliastions" shall mean any improvements to be constructed by Company on the Burdened.Pmpaty as provided in paragraph 42 of the Purchase Agreement 1.27 "Sucdfic Plan" shall collectively mean Specific Plan Nos. 90-015 and ti3-002. LAshat mean the PGA WEST Fairways Association or if4kip. t. so pmvi any other "Association" (as defined in Section 1351(a) of the California Civil cr than the Master Association, formed for the purpose of admimeteaingor maintaining Commma .Properties, Bullar Common ,Armin eq=oction with the Broden@ Property. 129 "shall mean that certain "Declaratiom of Covenants, Conditions & Restrictions" recorded February 11, 199.9 as Instrument No. 056440, as amended pursuant to a document recorded October 13, 1999 as Instrument No. 453346. 1.30 "Subdivision Mme" shall mean any subdivision map now or hereafter recorded against the entire Burdened Property for the development of the Bwdened Property with Residences. 131 "Unavoidable Delay" shall mean any prevention, delay or stoppage in the building of Residences or the performance of any other obligations of Builder as provided in this Declaration, which pmvendon, delay or stoppage is caused by (a) sot of God, war, inability to obtain labor or materials or reasonable substitutes therefor. (b) moratoria, regulations or controls imposed by the City. the Courcy or other governmental or quasi -governmental agencies or entities (sometimes individually called a "Moratorium" or collectively called "Moratoria"), (c) this inability, through no fault of Builder, to obtain permits or other necessary governmental approvals, (d) inclement weather or (e) other similar matters or ceuaea beyond Builder's reasonable control. no occurrence ef.an Unavoidable Delay shall extend the time within which this Doolaration requires certain acts to be perfomred for a period or periods equal to any period of such Unavoidable Delay, provided, bowaver, that (a) nothing in this Section shall excuse the prompt payment of any and all amounts due from Builder to Company as required in any of the Development Documents or the performance of any act rendered difficult solely because of Builder's finsadal c=did m, and (b) in no event shall any extension for any period of time be deemed to have occurred unless Builder gives Company written notice within thirty (30) calendar days atter the occurrence of any such Unavoidable Delay, setting forth the facts giving rise thereto. hats ICgtte9ieMptPSP2Cmee .a"e nasus ClUgtalimd tams not otherwise, da8oed haeiu above shall have the weavings ascribed to them in the Purchase Agreement. .YPll i-.. a.'i •lplt3_.' 'SI.' itt)n i1: 2.01 Government Ammonh and Pannits. Badder sball obtain, a its sole cipense all City, County and o&w Vverm altal approvals which may ftan time to time be required for the davolopment of the Burdened Property in accadaoce with the Subdivision Map. any Condominium. Plan, dre.Spectfic Plan and Bur7dees obligations under the Development Documents, .I•ur: ,,r. .g.rl MOL etc. Builder shall submit to Company end obtain Company's approval of do following Applications and related Lragal Man nt Documeaft, Subdivision Maps, Condominium Plana, Specific Plans (and ameadments thereto) and/or soy Davehopment Agreaoemts, that Builder intends to submit for approval from the appheable governmental agencies in connection with the Burdened Property, prior to submitting same for approval from sob applicable g (1) Notice of Intention to be submitted to the DRE (DRE 624): (2) Notice of Aeration of any applicable portion of . - Burdened Property into the Master Association and 6u' C irb Association; L..,.'°' (3) Any and all doemnotift evidencing the formation of a Sob -Association on any potion ofthe Bmdened Property, (4) hidividoal Chug Deed Form consistent with the covenants, conditions and restrictions and teeavatioos contained in the Grind Deed conveying title of the Burdened Property to Builder; (S) Any doeds or easerocuts conveying interests in the Burdened Ptopaty to the Master Association; (6) Any other Applications and/or Legal Management Do umosts that the Company requests in writing (7) 71e Subdivision Msp(s including all revidow thereto. Pay Development Agreements, Subdivision Improvements Agreements and other related contracts with the City, and (8) Any Condominitmt. Pians, including all revisions Page e R${ Wd Ap6PSRcWdAW loll aq4 Company shall not mucasonably withhold or delay giving any such (1) Submission to Company. Before- Builder cormnences any excavation or grading of the Burdened Property or the conshuction or installation of any Residences, landscaping or other impmvemems thereon, Builder WWI prepare, submit -to Company and obtain Compmys written approval of the following plain and specifications applicable to such excavation, grading, construction, installation, landw*ng or other improvements (collectively called the Movelopment Pram'): (i) A Phasing Plan showing the sequence, plotting and location of all Residences and other improvements; (n) Arrhitoctural Plans including Floor Plain, Elevations (including eahrier Wall and trim colon and materials); (1h) Wall and Force Plan (iv) Description of materials to be used in exterior surfaces, driveways and fencing; (v) Landscaping Plans, including without. Iimitatim the gratia, contours, plant material and improvements to be located on the Property (the "improvement Area'). Notwithstanding anything to the contrary contained heroin. Builder ar]mowledges and agrees that Company shall have the right in its sole and absolute discretion to approve all grades, contours, plant material and improvement's constructed, installed or otherwise placed within the Improvememt Area In addition, Company shall have the right in its sole and absolute discretion to require Builder to indell on each rasidential lot located on the Bmdeaod Property, ADM side and/or rear yard landscaping and lighting improvements (subject to Campmry's approval, including without limitation, approval of the plant material, size and overall dmp) and to require that such impstrvements be dosigmted as Common Area, (vi) Any other Development Plana that Company requests in writing; and (vii) Common Areas and Recreational Facilities to be located on the Burdened Property. Builder shall also submit to Company (tor its information and files only) as soon as available, a copy of all Grading Plains and Improvement Plans as Wwvod by the City. (2) Detail RMaked• Company may require sad detail in the Development Plans submitted for its review and approval as it deems reasonably necessary Pop KS1CffdW%1MNVVSR(a 1A" - ton rine or proper. Company may postpone its approval of any Development Plans submitted until it has received and bad an opportunity to review all required materials. (3) Ccslditions to AmorovaL Company will approve Development Piaui m6nitted for its approval only it in Compaoys reasonable judgment, the improvement work contemplated theeem satisfies all requirements set for91 in the Development Documents. Company may condition its approval upon the Btulda's agreement to (a) make such changes them as Company deans appropriele; (b) grant my appropriate maintenance cuements to company* ociation, as applicable; (e) reimburse Company, sub-Association or the Master Assoda>ien, as'sppffczie. for the cost of maintenance; or (d) an', - into such other reasonable arrangements with Company as Company may dean accessary to assure completion of the proposed improvement work in a manner that benefits the Project and is fire of mechanics lints or other encumbrances. In addition, Company may require submission of additional pians and specifications or other information before approving or disapproving the Development Plans submitted. If however, the City, County or other governments] agency having jir3sMWoR over Hee " utsfa7t on'oi he_ improvements described in the Development Plena submitted has previously required a completion bond for such improvements, then Builder shall not be required to provide any additional bond or other security to Company as provided above. (c) Street Names Any change in the names of all stra is that Builder will be constructing on the Burdened Property arc subject to Company's prior approval, in Compamy's sole discretion. 2.03 Review and Approval Procedures. Initial submittals of all Applications, Legal Management Documents, Development Plana or other documents or items to be submitted as provided in the Development Documents (collectively, the "Submitted Materials") shall be reviewed and approved or disapproved by Company as follows: (a) initial submittals of all Applications and Legal Management Documents shall be reviewed and approved or disapproved by Company within ten (10) business days of Company's receipt thereof; and (b) Initial submittals of Development Pians and all other Submitted Materials shall be reviewed and approved or disapproved by Company within ten (10) business days ofCempm/s receipt thereof, Any amemdmemis to any of the Submitted Materials (including those required to respond to any DRS Notice of Deficiency) shall be reviewed and approved or disapproved widim five (5) business days of Company's receipt thereof. if Company disapproves any such items, Company shall state the reasons for such disapproval in a notice delivered to Builder within the time required. Builder dull resubmit, within sixty (60) calendar days of reex. of Companys written request for corrections or revisions, a new set of the Submitted Materials which incorporate Companys corrections or revisions. Compsnys failure to timely disapprove my Submitted Materials shall be deemed its approval of the sane. Company's Pop s KS Ida: lNtlpl approval shall not be uumeasonably withheld and, except as otherwise expressly provided in the Development Documents shall be pafoaned at Compa rys sole expense: 2.04 No Waiver of Fuhme Anorovala Company's approval of arty Submitted Materials shall not be deemed to constitute a waive of any right to withhold approval or consent to any other Submitted Materials including without limitation, otha Submitted Msterials mmmil to Submitted Materials previously approved by Company 2.05 SScooe of Review. Company shall review and approve or disapprove all Submitted Materials solely on the basis of the considerations act fath in the Development Documents. Company shall not be responsible for reviewing, nor shall its approval of any Submitted Materials be deemed an approval from the stand-point of, enginemim& structural safety or confotmance with building or other codes. 2.06 Variances. Cemtpaiy may authorize variances from compliance with any of the requirements of the Development Docimmeuts. Any such variance must be in writing. The granting of a variance shall not in any way s5sat Buildces obligation to comply with all governmental laws and agulatioro affecting the Burdened Property. 2.07 No material change shall be made to any document or other item subject to Companye written approve{ ander the terms hereof; unless and until such document or other item is resubmitted to Company for its approval as provided herein and such changes shall be effective only after Company's written approval. Builder shall resubmit, within sixty (60) calendar days of receipt of written notice from Company disapproving the proposed cbanM a revised version of the document or other item uxorporstiag Company's required corrections or revisions..Companys failure to approve resubmitted documents or other items within five (5) business days of Company's receipt thereof shall be deemed Companys approval thereof. 2.08 Worreaty. Builder warrants that (a) construction of Residences or other improvements on the Burdened Property or adoption or recordation of Legal Management Docmlaents, as applicable, will not be commenced or implemented until the Development Plans therefor, and, if Company bra so requested, the Legal Management Documents and Applications therefor, as applicable, have first been approved by Company pursuant to this Article 2, and (b) development of the Burdened Property and construction of Residences and other improvements thereon shall be completed in substantial accordarm with the Development Plans, Legal Management Domuco% as applicable. Apphcrations, as applicable, and other materials approved by Company. 2.09 Builder acknowledges that from time to time Company may sok to obtain entitlement approvals, tentative tad maps, specific plans (and amendments thereto) as well as amendments to the zoning (collectively "Entitlements), covering the Benefited Property. Builder agrees that it will not appose any such Entitlements and will support and cooperate with Company in obtaining approval of such En itlemrants provided that (a) the proposed Entitlements do not materially, advewely impact upon Buddces development or use of the Burdened Property in accordance with the Development Documents, Psge 9 KSLC "5ilCPW&%V PsM-1Ml4M toll IM4 and (b) BundWs support of such Entitlements shall be without coat or CZPWW to Bandar. Provided, however, Builder may not oppose any Entitlements for the Benefited Property due to the fact that such Bptiflements• involve was and/or development that dmx*, or indirectly competes with Builder' uses or proposed taxa on the Burdened Property. =7,1=17-77V 7 .f OJ' 2if (a) Construction Within ninety (90) days after the recordation of this Declaration, Builder shall submit to Company for its approval (in a form approved by Company), a construction schedule covering all the Residences and other improvements to be constructed on the Burdened Property by Builder (or on agars 'or nearby property if required under the Development Documents) and the timetable of such construction (the "Construction Schedule") Thereafter during the term hereof, at least once every ninety (90) days after the initial Construction Schedule is submitted, Brander shall submit an updated Construction Schedule to Company for its infarsmtion. (b) Commencement of Construction. Subject to Unavoidable Delay, within twelve (12) mouths of the recordation of this Declaration, Builder shall, at its role expense, begin construction of all infrastructure and other site and dot improvement; necessary to construct Residences and other improvements on the Burdened Property pursaw to the Development Plans .and Contraction Schedule approved by the Company pursuant to Sections 2.02(b) and 3.01(x) above, respectively. (c) Product Recammendatioa All Residences to be constructed upon the Burdened Property shall be in substantial accordance with the PGA WEST Product Recommendation attached hereto as Bxhrh'bit 4 (the "Product Recommendation"). Builder admowledges that adherexce to the Product Recoameadatiort is one of the material considerations that induced Company to sell the Burdened Property to Builder. Accordingly, Builder agrees not to materially deviate Seam the Product Recommendation without Test obtaining Company's prior written consent, which consent Compaq may give or withhold in its sole discretion (d) Continuous Operation and Comoderioa Subject to Unavoidable Delay, Builder shall proceed diligently and continuously with the development, construction and sale of all of the Residences and other improvements that Builder is obligated to develop on the Burdened Property as provided herein. Builder's development of the Burdened Property may be accomplished in phases. Builder shall only be deemed to be in material breach of its obligation of continuous operation as described in this paragraph, if for any reason other than an Unavoidable Delay, either. (1) Builder fails to obtain the issuance of all building permits for at least twenty-four (24) Residences to be constructed on the Burdened Property Pere 10 aSrrmn%WPWOAFVMC1 mrAue rortust within a twelve (12) morth period commencing eighteen (19) months after the date of this Declaration and therms farils daring each succeeding twelve (12) month period calculated on a cumulativebasis, to obtain building permits for twenty-four (24) additional Residences on the Burdened Property, or (2) Builder fails to obtain Company's approval, which approval shall not be unreasonably withheld, of a revised. Construction Schedule for tie construction of an Residencies that have not been completed as of the date on which the revised Construction Schedule is submitted. Ftutb=or% Builder's Where to obtain all of the building permits required for tbo Residences to be developed on the Bmdcnw Property by the Outside Permit Issama Date and to theme0 diligently and contimtously pursue completion of the Residences, for any reason other than an Unavoidable Delay, shall be deemed a material default by Builder under this Declaration. (e) Builder's Reoresenta els. Builder has rwesenied to Company that it bas p wchased the Bmdeeed Property to develop it when and as provided in this Declaration and that such representation was. a material consideration which induced Company to sell the Burdened Property to Builder. Builds fmtha represents seri agrees that it shall (1) construct the Residences, (2) convey fie title to the Residences and (3) not sell the Burdened Property or any portion thereof unless the Burdened Property has been improved with Resideooes, which right to sell is subject to all other terms end conditions of this Doclarati6n. (1) Builder Ca»itment BuiSdar further ackwwledges that if it had not Wood to undertake. the commitaunts.-set.forib in, this .Declaration (subject to Unavoidable Delay), Company would not have. agreed to sell the Burdened.Propoty to.Builder under the femme and conditions sat fico& in -the Purohaeo Agnxmeart,. and iiBuilder fails to ruse its best eta to conform diligently sad in good faith with such commitments (subject to Unavoidable Delay), Company will be depaived of the benefits of continued ownership of the Burdened Property, including appreciation 3.02 Additional Construction Roauiremeats. (a) Builda's Im$rovemmts In addition to its obligation to diligently construct Residences on the Burdened Property as specified in this Declaration, Builder shall be obligated to design, construct and install, at its sole expense, any Builders Improvimetts in the mower specified on Exhibit 5. Additionally, and without limiting Builder's obligations under the Development Documents, Builder shall also design, construct and install, at its sole expense, all improvements required on the Burdened Property by the City, County or other govetmnental authorities. All. of such improvements shall be subject to all of the provisions of the Development Documents [elating to the approval and construedon of improvements on the Burdened Property. (b) Cornaenceorert of Cwmstructiaa Subject to Unavoidable Delay, within twelve (12) months of the recordation of this Declaration, Builder shall, at its sole Posen KSt.CwdiWPWd AFWSrXIMr.aae n 10111/04 eapmse, commence construction of all inf astrucbue and other site and lot imFwAxnents necessary to construct Residences and other improvements on the Burdened Property pfrausui to the Development Plans and Conshuctim Schedule approved by the Company puna a it to Sections 2.02(b) and 3.01(x) above, respectively, and diligently and continuously putsva the construction and completion thereof within eighteen (19) months following the commencement of construction thaeo£ (c) Reservation of Construction Easernent Company hereby reserves to trach its successors and assigns, togetbw with the right to grant and transfer the same to Other Wders, a nonexclusive casement over the Burdened Property for the Purpose of constructing the Other Builders' Impwvemmfts; provided, however, that in no evert shall the exerrSse of such easement rights unreasonably interfine with Buildor s development of the Burdened Property. (d) Burildea'a Fatlrm to Construct Buddds Imtnovemrnts Tf Builder fails to timely complete any of Builder's Impwvmreafs, Company shall have the right, but not the obligation, to enter upon the Burdened Property and complete such improvements. Company's completion of sueb-work shall be performed at competitive rates and prices. An amount equal to one hundred patent (I00%) of Company's actual casts in completing such unfinished Bwwors lmpwve mrnts shall be due and payable by Builder within thirty (30) days of Company's written request thmdor. (e) Warranty and hrdemnity. If Company undertakes construction of Bundees Improvements hereunder, the indemnity, warranty and other provisions of the Development Docamenffi relating to Builder's Improvements shaft apply to that portion of such BuNces hnprovenxm as constructed by Builder. (t) Correction of DARcts. If slopes or any other portion of the Burdened Property on which m structural improv®eats have been constructed prove to be defective or require repair so as to prevent the deterioration of the Burdened Property and the improvements, slopes or lmtdscaping constructed or installed thereon by erosion or otherwise, Builder shall, within ten (10) business days after Companys written request, begin eorteeting such detbet or eoffecting such repair and, thereafter, diligently and continuously proaecme such correction or repair to completion at Buiieiets sole expense. Builder shall be obligated under this Section regardless of the reason requiring such action, unless such repair or mpla ement arises out of or constitutes a "Company Liability'' pursuant to Section 14 herco£ (1) If Builder fails to begin correcting such defect or effecting such repair within such 10 -day period, or if Builder timely commences but falls to diligently and continuously Prosecute such correction or repair to completion, Company shall bave the right, but not the obligation, to alter upon the Bwdated Property to take such actions as are necessary to correct such defect. Any costs Company mune in per6orming such corrective work shall be due and payable to Company by Builder and amounts unpaid shall bear interest at the maximum we permitted by law. The Parties acknowledge tbat work undertaken by either party under this Section shag not be an admission that such party is responsible for the defects so corrected. Page 12 Ka[Ca itWrehAatWSPLG7aet.doc teff t/D4 (2) Buildoea obligations under this Section 3.02(f) are in addition to and not in limitation of any other obligations of Builder to comrect ddWm in the Residences, the Common .Properties or other porhous of the Burdened Property, whether pursuant to the Development Documents or otherwise. This Section is not intended to apply to Builder's obligations under law to purchasers of Resldenoes under warranty or other theories. (8) . Repair of Dama^e, Any damage to any improvements on adjacent or nearby property of Company or Other Builders caused by Builder or any of its agents, employees, Unctuous. invitees or contractors, shall be rRiedrad and restored by Builder at its sole mrpemso. If such repair is not commenced within tem (10) buducas days of Company's written request and thereafter diligently completed in a timely mummer. Company shall have -the right. but not the obligation, to complete the repair of such damage and shall be reimbursed for the cost thereof pmaoent to Section 3.02(1) above. (h) Construction Access and Job Site Ivfaintexrarce. 1'a connection with Bulkleeo constitution of improvements on the Burdened Property, Builder agrees to only utilize the oenstruotion access designated fiom time to time by Company, and the Sub -Association and the Master Association, (if applicable), to gain eceass to the Burdemod Property by Burilders a mployeas, agents, consultants, contractors, subcontractors, suppliers and materiahnen. Company shall use its reasonable efforts to provide Builder with reasonable construction access to the Burdened Property during nomtal construction limo periods, subject to conditions beyond Company's resemble control. Failure to Mary to provide Budder with reasonable oonsnuction socces shall constitute an Unavoidable Delay for and daring the period of any such lack of construction ,arras. Braider shall clean and remove frnae the Burdened Property within sevemy-two (72) hours after completion of any work on each lot thereof all excess materials, ogmpmm t, debris and rubbish. Thu cost and expense of such removal shall be paid by Badder. • Builder shall not dispose of said excess combustible material, equipment, debris and rubbish by boning the same at or now the jobsite. Notwithstanding the foregoing, Builder shall, during progress of any work performed on the Burdened Property, frequently clean and remove from the Burdened Property all exam materials, debris, equipment, refuse and scrap, subject to Compaor/a fill satisf Cation and appmovaL If Builder fails to meet its obligations with respect to this paragraph, Company may, at its option and in its sole discradon, cleat up and remove any each debris that Company deems appropriate for removal hereunder, at Builders sole cost and expense. In addition, Budder shall promptly comply with all blowing dot and sand mitigation regulations and requirements in affect fven tine to tine as established by the City, Company, and the Sub -Association and the Master Association (if applicable). Somu Flaa. Budder shall reasonably m ti► ty Company, Sab•Associstion. end Master Association in connection with establishing a °Seceity Plan" covarirglhe.Frtjext and the Golf Coarse Property. Such Security Plan shall include an —' allocation of the coals incurred pursuant to such Security Plan, among Company, Builder, Sub. Association and MasW Association. Budder shall have the right to review and approve (which approval shall not be unreasonably withhold) the Security Plan, including the cost allocation ad forth therein, as a condition to Raider agreeing to be bound thereby rsc u xsrr.«sererwRnnvsratze'roKr.aoo monrA. .3.03 Sales and Closine Forecast Schedules. In order to monitor Builder's progress in meeting Builder's commitments ander this Declaration, and to enable Company to com idinate improvements to the Benefited Property and Amexable Property with the Construe don Schedules for the Burdened Property. Builder shell submit to Company for its approval Cur a form provided or approved by Company) a quarterly sales and closings forecast schedule, showing the estimated timetables for the sale and close of Residences in each Phase of Development of the Burdened Property, commencing apon the DUN issuance of the Final Subdivision Public Report for each such Phase ofDaMopmerrt 3.04 Plum Builder may develop the Burdened Property in Phases of Development, subject to the time requiraments specified in the appmved Construction Schedule, the provisions of Section 3.01(d) concerning continuous operations and completion, and the other provisions of the DevelopmentDocummus. 3.05 QM Builder, at its sole cgxn , shall pre wire and install a complete cable television ("CATV") system within each Residence in accordam with teasom" specifications fiar ished to Builder by the cable any authorized by the City to provide cable services to the Burdened Property (the "Cable Company'). Such CATV system stall include pmwiring of comrial cable, plaster rings, wall plates, sweeps and an access box in each Residence for at least three (3) service; outlets in each Residence. Builder shall also provide for the Cable Company, at Builder's sole expense, joint utility access to trenches within the streets of the Burdened Property and from those streets to each Residence. Builder shad provide the Cable Company with at least seventy-two (72) hours` prior notice of the availability of open trenches and of all joist trench meetings. 3.06 Co mhu;fion Parleina. Stasiaa and Materials. Builder hereby agrees that it shall not conduct or allow any construction staging and/or otherwise cause or allow any constracdon vehicles, materials or supplies to be packed, placed, stored or allowed to remain (collectively, "Construction Activities") on any portion of the adjacent or nearby property'of Company or Otter Builders or the adjacW golf course property without the axprtea prior written approval of the owner of such adjacent or nearby property upon which Budder wishes to conduct the Construction Activities. In addition, Builder agrees to conduct the Construction Activities in such a way as to minimize inteaferance with traffic flow on all shift within the Burdened Property In the event Builder determines in its reasonable business judgment based on prudent construction methods, that it will be necessary to temporarily block a street within or 4acent to the Bmdened Property, Builder agrees to give the adjacxnt property 'owners (including homeowners) that gain access to their respective properties from such street that is proposed to be blocked ("Affected Property Ownen, at least saventy-two (72) hours prior written notice of Builder's motion to temporarily block such street In addition, prior to temporarily blocking any such great (in addition to providing rte prior written notice as set forth above) Builder shall assume that any Affected Property Owner stall have altemMive access to their respective properties. Notwithstanding the fmregomng, in no event shall Builder block access to an Affected Property Owner's driveway access to their respective properties for a continuous period of more than twenty-four (24) hours. Builder agrees to make all reasonable efforts, consistent with X14 mea 10111104 Prudent construction metbods, to minimize the storage or stock piling of dirt Som utility tranches and any related construction debris, on ally streets within or r4acernt to the Burdened Property. 3.07 In connection with tournaments (both televised, or otherwise) hold on the Golf Course Property, Builder agrees to reasonably cooperate with and at the request of Compsny, KSL Lead Corporation, CNL Resort Lodgins Tenant Corp. and CNL Resort Ancillary Teo mt Corp. and/or their respective affiliates, provide access to the Burdened Property, as necessary during such tomar®arts, to help facilitate same, provided any each seems does not (in BuildW s reasonable judgment) ameasonably and materially affect any of Builder's development and/or sales activities on the Burdened Property. Any such access on to the Burdened Property shell be object to tams and conditions rossonably acceptable to Builder. In addition, Builder OF= to take all necessary steps and make all reasonable efforts to curtail and otherwise minimize noises generated from construction activities on the Burdened Property during snob times as any such tournaments are being held 4. Prnjeet Mariteting and Advertiafng. To insure that Buiidat ofiaimg of Residences is consistent with the overall PGA WEST community offaizW, and to enable Company to monitor Builder's progteas and compliance with Builder's obligations under the Development Documents, Company and Builder agree as follows: 4.01 &grovel of Builder's Marketine Pmgrm Subject to the Marketing Guidelines as may be in effect from time to time, Builder shall not offs Residences for sale to the public unless and until Builder has obtained Company's written approval of Builder's Marketing Program for the Burdened Property. Company's approval may be withheld in Camparry's sole objective discretion, including but not limited to Company's determination that Buyer's Marketing Program would tend to reflect adversely on the public image of PGA WEST or the Company. Builder acknowledges and agrees that it may not use the risme or logo . of "PGA WEST" without M Desert Resort, L.P.'s Mow Resorts') prior written approval and subject to Builder entering into a license agreement to be prepared by Desert Resorts, setting forth the terms and conditions in Desert Resorts' sole discretion, of any such use. For purposes of this Doclarsdup, Builder's Marketing Program shall mean and refer to any and all advertising matmisis, including without limitation, newgmp=% magazines, newsletters, television, radio, internet, press release, promotional rn sis, contests/drawn"m signs. billboards, bannas, brochures, handouts, phOtDpgbg, graphics, mpos, and and depictions. Builder's Marketing Program shall include, without limilidoa (a) Bvildei+'s marketing goals and strategies, (b) the names) and logo(s) under which the Burdened Property is to be marketed, (c) all proposed lighting, and entrance, Project and regional signs and displays for the Burdened Property, and (d) Builder's overall plan for any magazines, uewspapas, brochures, billboards, press releases, collateral and promotional materials, and all other ft ins of advertising pig to the Burdened Property. Companys review and approval shall be limited to insuring that Bumces Madwiing Program complies with the Development Documents, the Marketing Guidelines. the Specific Plan and Company's overall development play fur the Project. Company shell roview and approve or disapprove BuiMWS Marketing Pmgrnm materials within five (S) business days of Compsays receipt thereof: Builder shall provide a copy of all distribution and/or Page 1S RBI.Co ebihPuAfiAp/Pll.doa le/ll/M publication materials to Company, as soon as available. Builder shall rantmirt to Company for its approval any advertisements or promotional materials which substantively deviate from the approved Builder's Marketing propun. Such reambmitted materials shall be deamod approved unless disapproved by Company within five (5)• business days following its rexipt. By approving BuddWs Marketing program, Company sesames no liability for its compliance with applicable laws and regulations, or the accuracy .of the content or any representatious made thareim. Builder shall indemnify Company and hold it harmless Som.all liability arising from Builder's Marketing Program and Builder agrees that such indemnity is included in the indemnification provisions of Section 14 hereof: If (a) Builder makes a written request to Company to provide statements concaving the Burdened Property or the PGA WEST community of which it is a part, and (b) in such requests states that such statesnmts will be. used in Buider's Marketing Program, Company shall imdenindy Builder against any liability arising out of any misrepresentations continued in the information or statements provided by Company to Builder in response to such request; provided, however, Company shall be under no obligation to provide any Bach information or statements to Builder. 4.02 Sim Subject to the Marketing Guidelines as may be in effect from time to time, Builder may place advertising signs (a) on the Burdened Property or elsewhere in the Project only atter Company's prior written approval in its sole discretion, of the location, content and appearance tbemo4 and (b) outside the Project only after Company's approval in its sole discretion, of the content and appearance thereof. Except as provided in the preceding sema ce, Builder shall not place or display or erose to be placed or displayed, any other signs, flags, banners, serial advertising devices, displays or other such marketing devices pertaining to the Burdened Property szWor the Project anywhere within or outside the Project. 4.03 Sales Office and Models As a material part of its Marketing Program, Builder dhall instal and operate the following on the Burdened Property. (a) A sales office that is either a ficestanding building or modular unit or is within a Residence that has been specifically designed as a sales office. The location, design and fiunishings of the sales office are subject to Company's prior approval which approval sham not be ooseasonablywithheld, and (b) A professionally fin fished and landscaped model home representing each model of Residence being.of Bred for sale. Builder shall have the right to sell any such model home to the home buying public pursuant to a Final Subdivision Public Report issued by the DRB provided Builder thereafter promptly replaces such sold model home with a new equivalent model borne. 4.04 Community Disclosure Notices Builder shall -disttibato to and shall obtain receipts from its purchasers for any disclosure notices requested and provided by Company for the purpose of informing prospective purchasers of relevant facts concerning (a) the pl rA WEST community in general, and/or (b) activities or uses on or adjacent to the Burdened property, some or all of which may impact upon such pwchascre use and enjoyment of their Residences. Such roo opts shall be forwarded to Company, if Company so requests. Company shall provide Builder with copies of any such disclosure notices at least five (5) business days Page 16 xatC 1AW 1WHM prior to the date Builder is required to distribute same. Builder shall have the right to review and comment (but not approve) any such disclosure notices within said five (5) day period. 4.05 Sales Activity Stateanenta Subject to the Marketing Guidelines as may be m effect bion time to thee, Builder shall fiunish a oil= activity statement to Company once a week. Such statement shall be in the form prcaerlbcd by Company and shall show all reservations of Re4dencM sales agreements exacted and sales escrows closed am the last monthly statement and other similar information. t ._i_K •_ L.. , ., . , (a) Recorded Vesian The Burdened Property is presently identified as Annexable Property under the Master Declaration and the Sub -Association Declaration that have been nxorded against the Burdened Property and certain other parcels of property is the Project. (b) Amendments. Company and/or Desert Resorts may desire to soak an amendment to the currently recorded version of the Master Declaration to incorporate such changes, additions or dilations (collectively -called Waster Declaration Amendments') as Company and/or Desert Renmts may dean to be necessary or appropriate in connection with the development of other property in the Project. Builder agrees that it will not oppose any such Masta Declaration Amendments and will support and cooperate with Company and/or Desert Resorts in obtaining the approval thereof; Company and/or Desert Rasuts will provide a copy of all Master Declaration Amendments to Builder. (c) Builder's Ride to Anorom Company and/or Deng Resorts ahall submit to Budder, and Builder shall have the right to approve any Master Declaration Amendment that materially impacts the Burdened Property. Bailda shall not umrmsonably withhold or delay its approval of any such Masts Declaration Amendment that Company is required to submit to Builder for approval. if Builders written disapproval is not . given within five (5) business days after the proposed Master Declaration Amendment is submitted to it, Builder's approval shall be deemed given. (d) BBuildoes QggliilM, Builder agrees to 000pam fully with Company in connection with Snaliung and recording all the Master declaration Amendments. Such cooperation shall include, without limitation (1) providing Prompt approvals of any Master Declaration Amendments submitted to Builder for approval as provided above or, if a disapproval is given, promptly providing many with Builder's suggestions as to how Buddde's disapproval may be rectified and (2) promptly signing if applicable, 811 Master Declaration Amendments to be recorded and causing all persons and entities with liens or encumbrances against the Burdened Property that were imposed n a result of Builder's actions, to sign such consent and subordination documents as ConpauYs title maurer may require to unsure the continuing record title priority for the Master Decleratiot. Page 17 KSLr -di%Lbw ck%F WSFAC I mldec 10/im 5.02 Mester Aaeodstkm Builds attrea's to annex aod_aubjact the resp. w` aa'b e for t aisintieoinix of various Master As®oea'atioa Properties. If Company so elects, in its discretion. Builder shall amus the Burdened Property or portions thereof: as Company may desipmet from time to time in its discretion, to the Master Association but in any event (unless Company space otherwiso in writing in its sole diserdion) the Burdened Property shall be annexed to the Mester Association prior to the sale of any portion of the Burdened Property and esuamt to_the A rMpmeatt Ryg rFg, oa.o nan`7Cioas at`PG'A'WBS"f utlder wimmwledges and agrmx that in coqumction with the maintenance of Association Common Arse as described in Section 5.05 blow, the annexation of the Burdened property or portions thereof to the Master Association andira Sell=%lesocia5on; is an irmicai part of con yto carrmt plan slic8 s>1Cfl.tpaiAaalaAce.4f l ,aeociatlat.Commm . Ana idpr overnenta tiaongiroirf'lfie ovEiffii ....,... PGA WEST Project. In addition, Builder eclmowledgen amd'agiees fMet $iiilifez"'shell'ba -- responsible for payment of its prorsta share of Master Association Common Area uses which payment may be in the farm of association dues in connection with annexation of the Burdened Property or portions thereof to the Master Association as directed by Company pursuant hereto, in the form of reimbursement to Company for Builder's prarttte share abatable to the Burdened Property, of Company's payments to the Meow Associ tom .far Masts Association Common Area expenses (as more particularly described in Section 5.08 below), or in the form of payment of Builder's prozasa shore of Retained Common Areas opeeatin& mainteoance and services costs (as described in Section 5.05 below). Upon the written request of Company, Builder $pees that in connection with Builder's filing of an applicatiion with the DRE for the issuance of a Final Subdivision Publc, Report covering the Burdened Property, or portions thereof, that Builder shall include in such DRB filimg, cerlam Master Association Properties as. designated from time to time by Company in such written request from Company to Builder. (a) Tn msfer of Voting Plaits. In connection annexation of the Burdened Property to the Master Association. Builder hereby transfaa to Company and Dow Resorts with fill power of substitution, as the true and lawful attorney, in fact, agent and proxy of Builder, all of the voting rights to which Builder is or will be emitted, eoopled with an interta. for and in the name, place and steed of Builder, to vete upon any and all own= which may lawfully cormo before the "Members" of the Master Association (as such term is defined in the Muter Declaration). Except for amendments to tie Master Declaration described above in Section 5.01, Company shall not exercise the voting rights Reran transferred to it for the pmpow of voting to amend the Master Declazation without the prior coneeat of Builder. Builder wicnowledgm that Company and Desert Resorts, as the owners of the Annexabie Property, have signifies interests and tights to protect under the Master Declaration and that this proxy is given to protect such interests and to further seems Builder's duties under the Master Declaration and the Development Documents. Therefore. the proxy panted herein shall be irrevocable and shall terminate with respect to voting rights under the Master Declaration attributable to each individual Residence in the Burdened Property when the Qualifying Sale of that Residence occurs. The proxy panted to Company, and Desert Resorts pursuant to We Section shall not be coned mod as an assumption by Company and Desert Resorts of army liability whatsoever resniting from or arising out of Buildte's activities in connection with the ownwabip or development of, consttvctiom upon or resale of the Burdened Property and PeseiB Iden ionim Builder shall indemnify Company and Desert Resorts from and against any and all losses, claims or other liabilities arising from Builder's activities in oomection therewith, as fid Cher provided in Section 14 below. 5.03 im of Sub-Amciadmi. Builder agrees to annex and subject die Burdened Propertya ub-association (as more particularly described in section ,/ 5.07 below). In connection with such annexation request, Company shall make a limited, non. =elusive assignment of a potion of its 4Daclenw,5 Rights" to Builder if necessary in order to permit Builder to arm m to such association as designated by Company. 5.04 No Other Homeowners' Associations. Without the prior written approval of Cotmpany, in Compmy's sole diaQetrion, Builder shall not incorporate or otherwise form a homeowners' association to be composed of any or all owners of Residences, nor mall Builder subject all or any portion of the Burdened Property to a- declaration of covenants, conditions sod restrictions. 5.05 Maiotmaiice of Association Comm, Builder agrees to maintain all Association Common Area located on the Burdened Property. mdudmg without limitation, strata and lmdscepitig, as well as landscaping and lighting improvements located an individual residential lots on the Burdened Property in a neet, clean condition until such Common Areas have been conveyed to the subject Association (Mester and/or Sub -Association) and each Association bas accepted the Common Areas for maintenance. Company presently intends to sell portions of the Benefited Property to other third party builders who will also be responsible for maintenance of all Association Common Area located on that potties of the Benefited Property sold to such third patty builders by Company. However,.Company in its sole discretion, may elect to retain portions of the Benefited Property which will ultimately be improvex! and designated as common areas to be mai rtaioed by either the Mostar Association and/or a Sub -Association ("Retained Common Arena"). Upon Company's request, Builder shall be required to cause the Retained Common Areas to be annexed to either the Master Association and/or the Sub-Associekion as more particularly described in Sem 5.06 below. Builder agrees that in addition to its obligation, to maintain the Comm Areas located on the Burdened Property, Builds will be responsible for paying for the operations, maintenance and/or aervioes for my of the Retained Common Areas adjacent to the BeaeSted Property. Company shall submit a monthly invoice to Builder setting forth the costs of maintenance of the Retained Common Areas, and Builder agrees to pay such invoice to Company within fifteen (15) days from the "of receipt thereof. Builder expressly selmowledges that Company shall retain is its sole and absolute discretion the right to determine the level of operations, maintenance aa<l/or services for fe Retained Common Areas. in the event Company elects in its sole discretion, Company may have the level of opertmona, maintenance and/or saviors for some or portions of the Retained Common Area determined by Builder. in addition to the foregoing, Builder acknowledges that in connection with annexation of the Common Areas (nmcluding Retained Common Areas) to the Master Association and/or Sub -Association, it may be necessary for Builder to enter into a subsidy agreement with the applicable Association whereby Builder agrees to subsidize the operations, maintenance and/or services costa of the common areas (Including Retained Common Areas) to the respective Association, and Builder hereby expressly agates W Page 19 xartmdleePmo?IAa PBF7Qosn.dae 1011 1" enter uAD such a subsidy agreement if Company requires Balder to do so, in Company's sole discretion. 5.06 Aumation of Common Area • Upon Company's request Builder shall, in connection with a submission of an application to the DRE for the issuance of a Final Subdivision Public Report for a phase of its development, include such Retained Common Area as designated by Company, in such application to the DRE and Wedar into a subsidy agreement with regard to the maintenance costs thereof, as described in Section 5.05 above. If improvements. within such Retained Common Area designeted by Seller are not complcted within forty-five days prior to the date of the close of the first escrow is such phase, and it becomes necessary to post a bond or provide other security to the DRE to ensure the completion of such Retained Common Arem such bond or other security will be provided by Company. 5.07 Sub --As Bier a that the BucdoaedFroVcrW will be annexed and sublon to the jncis i ,Qf ft 5,0It-Associatlau, on shall occur at Company's tvrlttea iequo • The Sub-Associmion shall be responw6le for thd-ihaiiiYa'tAaoe'of various Sub -Association Properties and may at Companys election in its discretion. maintain Common Areca that are typically maintained by the Master Association in other arena of the Project, including widrout limitation, entry gates, as part of a "Special Benefits Area", the cost of which is assessed to the owners of residences within the Burdened Property. If Company so oleate, in its discretion, Builder shall annex the Burdened Property or pardons thereof, as Company may designate from time to time in its discretion, to the Sub -Association but in any event (unless Company agrees otherwise in writing in its sole discretion) each portion of the Burdened Property shall be annexed to the Sub-Aswciadon Prior to the sale of any such portion of the Burdened Property. Builder acknowledges and agrees that,in conjunction with the maintenance of Association Common Area described in Section 5.05 above, the annexation of Ste Burdened Property or portions thereof to the Master Association and/or Sub -Association, is an inhicai On of Company's currant plan resading such maintenance of Association Common Ana improvements (including without limitation, the Common Arae located within that portion of the Project lamwn as &a Norman Golf Course Project), as well as through out the overall PGA WEST Project. In addition, Builder acknowledges and agneas that Builder shall be responsible for payment of its pmrata share of Common Ana expenses which payment may be m the form'of 'association dues in connection with annexation of the Burdened Property or portions thereof to the Sub-Asacciatiat as directed by Company pursuant hereto, or in the form of payment of Builder's pcorats there of Retained Common Auras operating, maintenance and services costs (as described m Section 5.05 above). Upon the written request of Company. Builder agrees that in connection with Builder's Sling of an application with the DRE for the imasnce of a Final Subdivision Public Report covaW the Burdened Property. or portions thereof; that Builder shall include in eucb DRE filing, certain Sub -Association Properties as designated by Company in such written request from Company to Builder. 5.08 1 fE Association Common Areas Psaeaaes Buyer acknowledges that Company and/or its affiliates currently pays to the Master Association, an amount equal to seven and are half percent (7'h%) of a portion of the Master Association Common Arae oxpenees budget, as specified in the Mester Declaration which payment covers Company's prorate share of certain Master Association Common Areas eatpeases, applicable to Pwm JauCWa ep W"A?wsF2C WIAW uai neo the Burdened Property. Builder hereby agnea that effective upon the reeordatiom of this Declaration, Budder shall assume (which obligation to assume shall be recorded against the Burdened Property conearrently with or prior to the recordation of this Declaration and shall constitute an obligation maoing with the bad) and pay to the Mast r Association on or before the first day of each month such entire sever and one half percent (714%) Payment of the Mester Association Common Areas expenses budget in effect from time to lime. Builder shall have tate right with the prior written consent of the Mascot Association, to allocate such seven and one half percent (M) share of the Master Association Common Arena wgxose budget which is allocated to the Burdened Pmpaty as described above to "Owners of Dwelling Units' (as defined in the Master Declaration) within the Burdened Property, provided such allocation is equally assessed to all such Owners of Dwelling Knits within the Burdened Property. in the event of such allocation to the Owners of Dwelling huts within the Burdened Property. Builder shall remain liable to the Mester Association for payment of any each allocation not paid by soy of such Owners ofDwelliog Units. 6. Minor Slopes and DaAeht Fills. Upon twenty (20) days' written request from Company or any person to whom Company has trat sfeaed title to any of the Benefited Property adjacent to the Burdened Property (collectively. the "Requesting Party"), mW,cxccpt to the extent that entry would unreasonably interfere with .Builder's development of the Burdened Property and the construction of Residences thereon, Builder shall permit such Requesting Party to enter upon portions of the Bradeaed Property located within five (5) fent of Inch adjacent property for purposes of making minor slope modifications and minor fills to sash portions of the Burdened Property as may be required to complete the grading and development of the adjacent property owned by such ReNestaig Party In no evant however, shall the Requesting Party make major modifications to any slope or other portion of the Burdened Property or otherwise perform any work which mateaaliy affects the davakWbility, marketability or value of the Burdened Property or any portion thereof. The Requesting Party shall indenmify and hold Builder and the Burdened Property fine and huutmlwa from all oosta, liabilities, losses, damages and experism including reasonable attorneys' few and costs arising frmm the activities on the Burdened Property of the Roquesfirg Patty or its agents and employees, and from all mechanics, matetialmen's end other gene resulting from such activities. The Requesting Party shall also, before entering upon the portion of the Burdened Property on which the work is to be performed, deliver to Builder a certificate of liability insurance maintained by the Requesting.Party hag coverage in the anoumt of Two Million Dollars ($2,000,000 00), with Builder named as an additional masa& Company shall permit Builder to enter upon portions of the Benefited property located within three (3) feet of the Burdened Property for the am= purposes, and subject to the same tears and conditions, as set forth above for entrance upon the Burdened Property by a Requesting Party. The Requesting Patty shall also provide Builder with reasonable advance notice of its request, including the time and natrae of the requested work. 7.01 CoyersRes. Builder shall, at its sole expense, until the Burdened Property has baa completely released from the Declaration, procure from companies acceptable to Company and maintain the following insurance: Page 21 tAW 10/11104 (a) Wodrore Compensation Waskers' compensation coverage as req=vd by few, together with employees liability insurance. (b) I. 'a l' i • Comprehensive g raw WOW coverage for the Burdened Ptopeaty and the operations of Builder in, on or about the Burdened Property with combined single liability limits of not leas than Five Million Dollars (SSAW.000.00) per occurrence unless otherwise agreed to in writing by Company. Such policy of insurance shall be issued by an insruancx company having an AX Best & Co. rating of A or better and be admitted to do business in the State of Califomia unless otherwise speed to in writing by Company. Such coverage shall include, without limitation, the ibllowing: (t) and contractors' basic coverage; (2) Productr/completed operafiona coverage which staff be maiatuned in et%ct on an annual renewal basis fur at least tau (10) years after final completion and acceptance of his weak by Company, (3) Owners' and contractors' protective •liability (4) Owned, nncowned and hied motor vehicle liability (5) Blanket contractual liability coverage; (6) personal (bodily) injury liability coverage; and (7) Broad form property damage liability coverage. If specific riska are involved (e.& blasting or other hazardous opevsdowa specific higher limits of liability coverage concerning such risks may be required by Company. . (c) All Risk Coverage Upon commencement of construction, a standard "all risk" builders risk and fee and casualty policy for not less: than the full replacement cost of improvements on the Burdened Property. Such insurance shell be course of conduction coverage. 7.02 Policy Provisions. Each policy required under this Section shall: (a) InmaWs. Name Company as an additioaat insured; (b) Notice. Contain a provision that not less than thirty (30) days' prior written notice be given to Company before cancellation or reduction in the coverage or amounts; r4wo.mmftr=mrvsn mwtAw ranuroc (c) primpa Coveraee Provide that such policy or policies. and the cavemge evidenced thereby ate primary and that Compmys nmuranoe to excess and noncontributing with such primary coverage; and (d) Cross liability. Contain severability of interest and cross liability alanses. 7.03 Iniurpow Certificates. Except for the builders risk and fire and casualty insscamx, Builder shall deliver certificates of inatranco on each policy to. Company concurrently with the recordation of this Declaration as evidence of compliance with the above regttiteme dL The certificate of insurance evidencing the builders risk and fire and casualty policy shall be provided to Company immediately before Budder begins construction. A renewal catifieate for each of the policies required in this Section shell be delivered to Company not lose than thirty (30) days before my expiration date of the tern of such policy. 7.04 Blanket policies. Any policy requited by the provisions of this Section may be made a part of a blenket policy of insurance so long as such blanked policy contains all of the provisions regained herein and does not reduce tba coverage, impair Companys rights or in any way negate the requirements of the Development Documents. 7.05 Survival of Covenants. Buildoes covenant and obligation to maintain completed operations coverage insurance pursuant to Section 7.01(b) shall survive rho conveyance of all or any of the Residences built by Builder on the Burdened Property. 7.06 Increases in Covertwe Amounts. The amounts of inaurimee coverage as described in Section 7.01(6) above shall be ineaeased every two (2) yeas by a minimum amount of ten percent (1 DIA). a. OSHA. Builder shall at all tines comply with the requirements of the Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq, and analogous legislation in California (collectively, the "Act's, to the extent that the Act applies to the Burdened Property and any activities deacon Builder shall indemnify and holt Company harmless from any liability, claims or damages wising a a result of a breach of the foregoing covenant as finther provided in Section 14. 9.01 Builder Comolianex. Builder shall as applicable, at its sole expense, comply with all of the requirements of the Maganson-Mose Warranty Federal Trade Commission Improvement Act (the "Magnuson -Moss Act") and any rules promulgated thereunder by the Federal Trade Commission, as such statutes and rules apply to the sale or other conveyance of Residences and consumer goods sold in corJu ctien therewith. Also. without limitation, it stall be Builder's responsibility, at its sole expense, to comply with any other federal, state or local statute, ordinance, rule or regulation itnacted or promulgated for the protection of consumers or persons purchasing of leasing real or personal property., as such legislation or rules apply to the sale or other conveyance of Residences and consumer goods sold PW23 tIAw comma in ecounction therewith. The provisions of the indenanty given by B Mer under Section 14 shall apply to any loss, claim, demand, action, injury or ether charge, including reasonable attorneys' fees and court costs, arising under any of the statutes and regulations described herein. 9.02 NAMM Records. Builder shall mair"n records reasonably satisfactory to Company documenting Builder's compliance with its responsibilities as applicable, under this Section 9. Such records shall be available for inspection by Company and its agents or representatives at my reasonable time during normal business horns. 10.01 Books and Itawrds. Builder shall keep and twain, or corse to be kept and MMUD14 accurate financial books and records concerning the development of the Burdened Property, in s000adanee with generally accepted accounting principles. These firumcial books and records shall include all supporting documentation relating to development expenses, sales and cost of sales for each Phew of Development of the Burdened Property. 11. Annexation of Benefted.Prooertv. During the term of this Declaration and subject to all applicable governmental laws and regulations, all or any part of the Ammablc Property may be annexed to and became a part of the Benefited Property, and any portion of the Benefited Property currently Benefited by this Declaration may be deleted from the Benefited Property, without Bmldoes approval or consent. Additions and deletions of Benefited Property shall be accomplished by recording a Notice of Annexation to or deletion form this Declaration, which Notice need only be mcasnted by Company. Recordation of such Notice shall constitute and effe u to the addition to or the deletion from the Benefited Property of the real property described therein. 12. Enforcement of Restrictions. The covimants, restrictions and limitations of this Declaration shall be subject to the following additional provisions: 12.01 General Poroose Constructive Notice The teams and conditions of this Declaration sball run and pass with each and every portion of the Burdened Property and shall be binding upon Bd 1der, its successive owners and assigns, and shall benefit she Beaefited Property. Every person or entity who now or hereafter owns or acquires any tight, title or interest in or to any portion of the Burdened Property is and shall be conclusively deemed to have consented and agreed to every restriction, provision, r ovenmt, condition, right and limitation contained herein, whether or not any reference to this Declaration is contained in the hnsnument by which such person or entity acquired an interest in the Burdened Property. 12.02 hiscection. Company or its authorized representatives may from time to time, at any reasonable hours, enter upon and inspect the Burdened Property and any improvemeetts thereon to verify complianoa with this the Development Docutrtaots. Company ahall give Builder reasonable advance notice of such entry and inspection and Builder's representatives may accompany Company or its authorized representations during such icapectitn. Pere K xarDms{e,pme0AVPs1W=1.dee 10/11/04 12.03 Dotault and C>®eral Remedies. If Builder breaches, violates or thils to perform or satisfy any of the teams of the Development Documents (a-Dofiarlt" }, and that Default hes not been cored by Builder or its lender, if any, within thirty (30) days ager Company gives written notice to Builder and its lendcr to do so, Company may, at its sole option and discretion, enforce any one or more of the following ranodics or any other rights or remedies to which Company is entitled by law or equity, whether or not set forth herein. If, however, the Default is of a type which cannot reasonably be cured within thirty (30) days„ Company shall withhold action against Builder as long as Company continues to receive evidence that Builder (a) commenced the curative prooeess immediately upon notice, and (b) diligently continues to pmaue curing the Dolimlt. All remodies provided herein or by law or equity shall be cumniative and not oxohrsive. (a) Company may bring a suit for damages for any compensable breach of or noncompliance with any of the tame of this Declaration, or a suit for dximstarywhof W determine the omfirccability of any of the tams ofthis Declaration. (b) FAmtY' . Builder adlmowledges that its Defhult may cause Company to suffer material injury or damage not oompowible im money and that Company shad be entitled to bring an action in equity or otherwise for spociSc peformance to enforce compliance with the terms of this Dechre ioq or bring an action for an injunction to enjoin the continuance of any such broach or violation thereof (c) Foreclosure. If Builder breaches any of Builder's obligations to pay to Company any sums due and owing under the Development Documents, Company shall have the right to impose a lien upon that portion of the Burdened property owned by Builder and to foreclose such lion in accordance with the provisions of the California Civil Code or my similar statute herea8er enacted applicable to the exercise of powers of sale in mortgages and deeds of trust, or in any other manner permitted by law. This lien shall be subordinate to rhe secured instruments described in Section 15.02, below. 12.04 Exercise of pricer. In addition to the remedies Bet forth in Section 12.03, Companymay with respeot to Builder exercise its option to repurchase that portion of the Burdened property owned by Builder pursuant to the Opum upon the occurrence of any one (1) of the events which is a precondition to such exercise as specified in Section 2 of the Option. 13. geleasa .13.01 Release By Conroanv. Company may release any portion of the Sundered Property from this Declaration at any time and for any reason without the Builder's appmvaL 13.02 Release L mem Sale. Provided Builder is not then in Default under the tams and conditions of this Declaration or in default under any other agreement between Builder and Company or any of Company's affiliates or subsidiaries or their respective successors and assigns, than upon the Qualifying Sale of a Residence by Builder (but not upon the sale of one or more Residences to any person or entity for resale to the public), Company >pu xsacaesne>+mhAwasnncroWu.mo tsar us. shall, upon Builder's written request, release such Residence Som the eamnabrance of this Declaration if Boder. Company shall also, upon Buitdw s written request. and provided Builder is not then in Defiadt under the terms and conditions of this Declaration or in ¢afaalt under any other agreement between Builder and Company or any of Company's affiliates or subsidiaries or their respective successors and assigns, release say Common Properties concurrently with the oonveymce of fee title thereof to any Sub -Association. 13.03 Recording of Release Any release of a Residence or any other portion of the Burdened Properly fiom the lien of this Declaration as provided in Section 13.02 above, shall be executed by Company and upon recordation in the County s official records, the Residence or other property described in such release shall no longer be deemed a part ofthe Burdened Property and shall be free of all of the terms and provisions of this Declaration. .14. Waranity and Waiver. 14.01 ties. With the exception of liabilities, expenses (including, without limitation, atoomgv feta), losses, damages, uVories or claims arising fivm or caused by any written statemettls finnished by Company for use in Builder's Marketing Program pursuant to this Declaration (collectively, the "Company Liabilitiee"), Company shall not be liable for any liability, loss, damage, injury or claim of any Wait or character to any person or property arising from or caused by directly or indirectly, the development of the Burdened Prvpexly and the construction or sale or other conveyance of Residences, thereon (collectively, the "Builder Liabilities"). 14.02 Waiver and Indemnity. Builder hereby waives on its behalf all claims and demands ageiost.Company for any loss, damage or injury of Builder arising out of or pertaining to any Builder Liabilities, and Builder agrees to indemnify, defend and hold harmless Company and its property from all loss, liability, damage, costa. and expenses (including attorneys' fees) arising from or related to any Builder Liabilities, whether incurred or made by Builder or any other person(s). The foregoing waivers and indemnities shall apply to a claim or action brought by a private party rCr by a govemrne W agency or entity under any statute or oommon law now or hereinafter in corset and is intended to apply conoening any does, damage, injury or claim arising before or attar the conveyance of all of the Residences on the Burdened property Builder's waiver and indemnity pursuant to this Section shall also extend to any iarprovemcuts constructed by Builder on any Benefited Property of Company or Other Builders. IVotrvitmatanding ®ynhing to the contrary above, northing contained in this Section shall (a) operate to relieve Company from that portion of any loran, damage., injury or claim due to the gross negligence or willful misconduct of Company or its employees or (b) be construed as extending the period prescribed by the laws of California for bringing any legal action 14.03 Survival of Covenants. Builder's covenants in this Section 14 shall survive the conveyance of the Residences that Builder constructs on the Burdened Property. xsrlu,e5ifthUdABVMqCkWnAac non Ven 15. fiscellaneons 15.01 . Neither party's waiver of a Defsuk by do other pasty hemuuder nor any delay or failure to onto= any of the terms of this Declaration shall be a waiver of or shall affect a Default other than as specified in such waiver. A paRys consent to or approval of any act by the other party requiring such consent or approval shall not be deemed to waive or render urmecessary the approving per" consent to or approval of any subsequent similar acts by the other patty. 15.02 Rights of I enders No breach or violation of the tams of this Dederation shall defeat or render invalid the Flea of any mortgage, deed of trust or similar instruments securing a loan made in good faith and for value concerning the acquisition, devalopnift or paonancot fmancin of the Burdened Property or say portion thereof; provided, however, that this Declaration and all provisions hereof shall be binding upon and effective against airy subsequent owner of the Buudcood Property or portion thereof whose tide is acquired by forsclosum, trupteds sale, or other remedies provide] an such mortgage or deed of trust, but such a0 sequaw owners shall take tido See and clear of any of BuiMda violations of the terms of this Declaration that occurred before such transfer of tide or oocmpaacy_ Company agrees to exercise good faith efforts in cooperating with Builder, in responding to its lender's loan approval conditions, to the Went they may affect matters reasonably within the control of Company. 15.03 Am vuneut by CoUM. Oompany may assign in its sole and absolute discrolion, its rights and duties hereunder in whole or in part at any time without Builder's consent, to any person or amity to whom Company may transfer 411 or any part of the Benefited Property or to the owner of any part of the Benefited Property. In the event that Company assigns only part of its rights and obligations hereunder (thereby retaining rights and Obligations ander this Declaration) to another person or entity CTeagnated Assignee"). then wherever in this Declination the consentlapproval of Company to required, Builder must also obtain the consentlapproval of all such Designated Assigoce(s), in addition to obtaining the consentlapproval of Company. 15.04 Termination or Amardme<rt. Except as provided in Section 11 rey ding additions or dela ions of Benefited Property and Section 13 regarding releases of the Burdened Property, the terms of this Deckmtion may be validly termimted, amended, modified or extended only by recordation of a proper instrmnmt duly executed and acknowledged by Company and Builder to that effect. 15.05 Q21joR The captions used herein are for convenience only, are not part of this Declaration, and do not in any way limit or amplify the scope or intent of the terms and provisions hereof. 15.06 Invalidity of a Provision If a court of competent jurisdiction adjudges any provision of this Declaration to be illegal or unenforceable for any reason, that ruling shall, to the maximum extent permitted by law, in no way affect any other provision of this Declaration, the application of any such provision under circtmrstawas diffo ad from those adjudicated by the court, or the validity or enforceability of this Declaration as a whole. Page 27 resl.Ca mP IJW IaltIM 15.07 Notices All notices, consents, waivers, demands, requests or other instruments or communications provided for under this Declaration or by law to be served on or to be given to either Party shall be in writing, signed by the party giving the same, and shall be given either by personal delivery, commercial deliveryservice, legible facsimile tsaasmisawn with confirmation of receipt or by depositing it in the United States mail, certified, with return receipt requested, postage prepaid and addressed sa follows: Company KSL Land holdings, LLC 50-905 Avenida Bermudas La Quinta, California 92253 Attention: Legal Department Telephone: (760) 564-8023. Facsimile (760) 564-8003 Builder: Crowne Pointe Partners, LLC C/o Pacific Santa Fe Corporation 17700 SW Upper Boones Ferry Rd. Suite 100 Portland, Oregon 97224 Atten6oa Mark P. Rockwell Telephone: (503) 670-9300 Facsimile: (503) 670-9400 Either Party may, by written notice to the other, designate a different address which shall be substituted for the one specified above. If any notice or other document is seat by certified mail as ant forth above, it shall be deemed to have been effectively served or delivered at the ad of the second business day atter its deposit in the United States mail in the manner ad forth above. 15.08 Binding Effect ZLis Declaration shall encumber and burden only the Burdened Property and shall inure to the benefit of and be enforceable by Company (or its successor under Section 15.03 besot) as the owner of the Benefited Property. All of Builder's obligations as stated heroin shall be binding upon and enforceable against any pawn other than Company (or any successor to the rights of Company.hereunder) to whom Builder may transfer all or any portion of the Burdened Property. 15.09 ISM The provisions of ibis Declaration are covenants running with the. Burdened Property and equitable servitudes, as the cast may be, and shall be binding upon all persons acquiring an interest in the Burdened Property. Notwithstanding the foregoing, this Declaration and the patties' rights and obligations hereunder shall terminate and be of no further effect twenty (20) years aittr the date on which this Declaration is recorded. 15.10 Further_gynces. Each of the Parties shall execute and deliver such additiotW papas, documents and other assurances, and shall do such acts and things as are seasonably necessary in connection with the performance of its obligations 6erennder and to carry out the intent of the Parties. PW n X9LO tit WWdW4WsMCIMI.dW to/11104 15.11 Time of Essanee, Time is of the essence in the peiioimaux of eueh provision of this Decl ussdea where time is an element. Any refaeace In this Dwhntkm to rim for pafrnmence of obligations or to elapsed time shell mein consecutive calendar days, months or years, ae applicable unless otherwise explicitly indicated herein 15.12 Attorneys' Fees H any action or proceeding is instituted to iutnI I or enforce any provision of No Deelaaticn, the prevailing Party shall be entitled to recover such amounts as the court may judge to be reasonable se costs incered in such action, including, without limitation, court costa sed attorneys' fixe. 15.13 jig. The amounts which are due sad owing to Company or Builder pursuant to the vatioes Wm of the Devdopment Documents shell be paid as specified. If any of thaw amounts an not paid when due, such amounts shall bear interest as specified m the particular section of the Development Documents requiring such payment or, if not so specified, then at the mwdu mn rata then permitted by law. 15.14 Camtamna. This Dalarstion may be executed in any amber of countapats, each of which shall be an anginal, and all of winch, together. shall constitute one and the same instrument. 15.15. t The vibibits allwlwd baste am incorporated herein by The Parties have executed this Doclandon on the dates indicated below. COMPANY: KSL LAND HOLDINGS, LLC, e ere d liabili w Bye e b it► LAM E. liter Executive Vice President Dated: October _Q-, 2004 BUIIDEtL CROWNE POINTE PARTNERS, LLC, an Oregon limited liability company By. Pacific Santa Fe Corporation, an Oregon ompaffiion Manager SIGNED IN COUNTERPART By. Mads P. Rockwell Chief Executive Officer Dated: OcWher_, 2004 Pegg 29 xBLCo PaApBP8P2CbelAoe 10/11M4 15.11 Time of Eseeece. Time is of the essence in the performance of each provision of this Declaration whom time is an element Any reference In this Declaration to time for perhaminee of obligations Or to elapsed time shall mesa consecutive calendar days, months or years, as applicable,, unless otherwise explicitly indicated herein. 15.12 Attomevs' Fees. If any action or proceeding is instituted to interpret or enforce my provision of this Declaration, the prevailing Party shall be entitled to recover such amounts as the court may judge to be reasonable as costs incurred in such action, including, without limitation, coot costs and attorneys' flees. 15.13 psvmems. The amounts which are due and owing to Company or Builder pueausnt to the various terms of the Development Documents shall be paid as specified. If any of these amounts am not paid when due, such amounts shall beer interest as specified in the Particular section of the Development Documatb requiring such payment or, if not so specified, then at the maximum rate than permitted by law. 15.14 This Declamdon maybe executed in any comber of counterparts; each of which shall be an original. and all of which, together, shall constitute one and the same instrument. 15.15. Exhibits. The exhibits attached hereto are incorporated herein by reference. The Parties have executed this Declaration on the dates indicated below. COMPANY: KSL LAND HOLDINGS, LLC, a Delaware limited liability By: SIGNED IN CMNMW Larry E. Lichliter Executive Vice President Dated: October 2004 BUILDER: CROWNS POINTS PARTNERS, LLC, an Oregon limited liability company By: Pacific Santa Fe Corporation, an Oregon corporation v Mak P. fockEll Chief Executive Officer Dated: October h .2004 Pep: 29 eaip menoml.doc ion 1/0e STATE OF CAUtFORNIA ) COUNTY OF &- , Ode 6L 2004 bdqre or, arra for odd S q pemea -LLM to be the pa subscribed to the within htstrataan and acimowleaged to me the(?i in @hasklarauthorized capxiVi aj and that by es the perwn(4 or the ea ft upon behalf of wbkh the persoo(of acted, L, a notary public in ally ]mown to me (a - whom name( o- by executed the same 01 on the inmun mt ed the irmI ant. STATE OF CAUFORNIA ) ) OL COUNTY OF On . 2004 before me, , a notary public in and for said State, personally personally imown to me (or proved to me on the basis of mtiafactory, evidence) to be the petaeu(s) whose name(g) ialam aubKnIW to die within iaamment and ac]mowledged to me that hetshelthey executed the same in hislbedt * authorized capuit OCS), and the by his/ber/their agoature(s) on the instnanmt the peraon(e), or the entity upon behalf of which the person(s) acted, excemed the man mtmt. WrIt4ESS my hand and official seal. (Seal) Paan to xsLCOMgft%M AWs"P UWI.doe iatiror GOVERNMENT CODE 27361.7 I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH 711L4IS ATTACHED READS AS FOLLOWS: NAME OF NOTARY: BARBARA LARSH COMMISSION NUMBER: 1265424 ' DATE COMMISSION EXPIRES: DECEMBER 22, 2004 COUNTY WHERE BOND 18 FILED: RTFBRSIDE PLACE OF EXECUTION: RMIRSIDE, CA DATE. OCTOBER 21, 2004 FIDELITY NATIONAL TITLE BUILDER SERVICES STATE OF CAi.1FORMA ) COUNTY OF 1 On . 2004 before me, . a notary public in and for said State, pmoaally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the pmon(s) whose name(a) is/are subscribed to the within instrument and acknowledged to me that Wahe/dwy executed the same in bis&wffiieir authorized apwity(ies), and.that by MslbaJtheir sigttatme(s) on the instrument the person(s), or the entity upon behalf of which the parsons) acted, executed the instnuncrit. VATNESS my besot and official seal. MI Ggu , STATE OFC ) y ss. / COUNTY Od r`L- Q On tr , 2004 eIg r "` a notary public in PW for said State, personally appeared 4 Dally known to are (or proved to me on the basis of satisfactory evidence) to be the s) whose names) is/are subscribed to the within instrument and acknowledged to me that he/shaftlrey executed the Sano in hialher/their authorized capacky(iesf),'and that by hia&aAheii sigoature(s) on the instrument the person(s), or the entity upon behalf of which the peraon(s) aci4 executed the instrument. T-7 S my hand and official r'1 (Seal) OFFICIAL SEAL LINDA M RRMUK NOTARY PUBLIC -OREGON COMMISSION NO.374229 t e810:1EXPiRE90EC 79, 2007 Pap 30 asiaamo2MnA" IWI IN4 GARY L. ORSO acaer rneMn1 COUNTY OF RIVERSIDE Ri a id%CA T M-Wsl ASSESSOR-COUNTYCLERI4RLCORDER MOW= 1W*, .1WC1kMe. Pursuant to the provisions or Government Code 27361.7, 1 car* under the penally of perjury that the following is a true copy of illegible wording found in the attad)ed document: 6r -i30 066 *In.orcd Date: 7 Signature: Print Name: ,scaeoiPASU ernWAM GOVERNMENT CODE 27361.7 I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS IS ATTACHED READS AS FOLLOWS: NAME OF NOTARY: COMMISSION NUMBER: DATE COMMISSION EXPMES: PLACE OF EXECIMON: DATE: Y , 4 lJZ4..P/V FIDELITY NATIONAL TITLE BUILDER SERVICES LINDA M. REEDUK 374229 DECEMBER 29, 2007 RIVERSIDE, CA ' OCTOBER 21, 2004 IQ D d OPMENT DECLARATION (Legal Desciption of the Burdened Ptopaty) Real pmpaty Located in the City of La Qaitte, County of Rivamde, Stam of California, dowled as fotlows; CALM A PARCEL 2 OF LOT LINE ADJUSTMENT NO. 2004AI1 RECORDED OCTOBER AS. 1NSTRUSII NT NO. 2004 OM 11 MORE PARTICULARLY DESCRIBED AS THAT PORTION OF LOT 1 OF TRACE NO. 29421 AS SHOWN BY MAP ON FILE IN BOOK 297, AT PAGES 54 THROUGH 57, INCLUSIVE OF MAPS, Rl=RDS OF RIVERSIDE COUNTY; CAL MJV,; TOGETHER WITH THAT PORTION OF PARCEL 7 OF PARCEL MAP NO 20426 AS SHOWN BY MAP ON PEE IN BOOK 129, AT PAGES 49 THROUGH 55, INCLUSIVE OF PARCBL MAPS, RECORDS OF RIVERSIDE COUNTY. CALIFORNIA; AS ADJUSTED BY LOT LINE ADJUSTMENT NO. 97 244, RECORDED ]UNE 5, 1997 AS INSTRUMENT NO. 199050 AND 199051, OFFICIAL RECORDS OF RIVERSIDE COUNTY. CAUFORNK DESCRIBED AS FOLIAWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID IAT 1; THENCE EASTERLY ALONG THS NORTHERLY LINE OF SAID IAT L NORTH 89°30'11" EAST, 272.69 FEET TO THE EASTERLY TERMINUS OF SAID NORTHERLY LINE OF LOT 1; THENCE LEAVING SAM NORTHERLY I INE OF LOT 1, SOUTH 40040111"EAST, 192.39 FEET; THENCE SOUTH 36"16.42" EAST, 201.26 FEET; THENCE SOUTH 53°20'16" EAST, 232.15 FEET; THENCE NORTH 87'56'22" BAST, 19332 PEET; THENCE NORM 85°54'55" EAST, 305.51 FEET; THENCE SOUTH 76033'32" EAST, 155.87 FEET; THENCE SOUTH 45°08'33" EAST, 221.84 FEET; THENCE SOUTH 51°13'44" EAST, 112.98 FEET; THENCE SOUTH 54°28'39" BAST, 110.02 PEST; THENCE SOUTH 44°42"29" EAST, 102.05 FEET; THENCE SOUTH 01938'20" WEST, 3758 FEET; THENCE SOUTH 45900'00" WEST, 209.79 FEET; THENCE SOUTH 04°5949" WEST. 201.91 FEET; THENCE SOUTH 39°23'09" EAST. 91.63 FEET TO A POINT ON A SOUTHEASTERLY LINE OF SAID LOT 1, SAID POINT BEM ON A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 81-00 FEET, A RADIAL. LINE THROUGH SAID PO1N1' BEARS SOUTH 26°3246" BAST; THENCE SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE OF IAT 1 AND SAID CURVE THROUGH A CENTRAL ANGLE OF 57M'46", AN ARC DISTANCE OF 80.79 FENT TO THE BEGINNING OF A TANGENT REVERSE CURVE CONCAVE NORTHWESTERLY. HAVING A RADIUS OF 63.00 FEET, A RADIAL LINE THROUGH SAID POINT OF TANGENT REVERSE CURVE BEARS NORTH 83'41'32" WEST. THENCE SOUTTIWESTERLY ALONG SAID TANGENT REVERSE CURVE THROUGH A CENTRAL ANGLE OF 43045'42", AN ARC DISTANCE OF 48.12 FEET; THENCE SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE OF LOT 1, SOUTH 50°04'10" WEST, 304.18 FEET TO THS BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 502.00 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 30°13'14", AN ARC DISTANCE OF 264.78 FEET TG THE BEGINNINO OF A TANGENT COMPOUND CURVE CONCAVE NORTHERLY, HAVING A RADIUS OF 1445.00 FEST, A RADIAL LINE THROUGH SAID PONNT OF TANGENT COMPOUND CURVE BEARS SOUTH 09942'36" BAST; THENCE WESTERLY ALONG SAID TANGENT COIWPCIUND CURVE THROUGH A CENTRAL ANGLE OF STINT"1"- Pge 1 68LCaasheM F 9vd7asetex - Comms 19°56'47", AN ARC DISTANCE OF 503.05 FEET, THENCE NORTHERLY LEAVING SAID CURV$ NORTH IV1411V EAST, 5.00 FEET TO THE BBOINKING OF A CURVE CONCAVE TO THE NORTH, HAVING A RADIUS OF 1440.00 FEET, A RADIAL. LINE THBOUaN SAID POINT BEARS SOUTH 10°14'10" WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 06026.37". AN ARC DISTANCE OF 161.95 FEET TO THE BEGINNING OF A TANGENT COMPOUND CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 285.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 16040'48" WEST. THE PRECEDING 4 COURSES DENG ON THE SOUTHERLY LEQE OF SAID LOT 1; THENCE WESTERLY AND NORTHERLY ALONG SAID TANGENT COMPOUND CURVE THROUGH A CENTRAL ANGLE OF 73°19'01 AN ARC DISTANCE OF 364.69 FEET; THENCE NORTH 00000'11" WEST, 478.78 FEST TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 385.00 FEET; THENCE NORTHERLY ALONO SAID TANGFNT CURVE THROUGH A CENTRAL. ANGLE OF 49°14'43", AN ARC DISTANCE OF 33090 PEST, THENCE LEAVING SAID TANGENT CURVE NORTH 40'4S'O7" EAST, 5 00 -FEET TO THE BBGDQb M OF A CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 260A0 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 40°43'07" WEST; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 45°28'01", AN ARC DISTANCE OF 20632 FEET; THENCE NORTH 03°46'53" WEST, 404.79 FEET TO THE POINT OF BEGDWQI THE PRECEDEQO 6 COURSES BEM ON THE WESTERLY LINE OF SAID I.OT 1. PARmL B: LOT IC OF TRACT MAP NO. TRACT NO. 29421 AS SHOWN BY MAP ON ME IN BOOR 297, AT PAGES 54 THROUGH 57, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY. CALUMNIA. ffi0MM •t• •Pqp a lAoc 10111004 (Legal Description oflnidal BemeStod Property) ALL OF THAT CERTAIN REAL PROPERTY LOCATED IN THE CITY OF LA QUANTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: F (DRIV oRlNGE&PARMOLM PARCELS 1 AND 3 OF LOT LINE ADJUSTMENT NO. 2004-411 RECORDED _9,C—(• f . 2004 AS INSTRUMENT NO.2004- Cf5;1-&a7D AS MORE PARTICULARLY DESCRIBED AS FOLLOWS: Parcel l; THAT PORTION OF LOT l OF TRACT NO. 29421 AS SHOWN BY MAP ON FILL: IN BOOK 297, AT PAGES 54 THROUGH 57, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; TOGETHER WITH THAT PORTION OF PARCEL 7 OF' PARCEL MAP NO. 20426, AS SHOWN BY MAP ON FILE IN BOOK 129, AT PAGES 49 THROUGH 55, INCLUSIVE OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; AS ADJUSTED BY LOT LINE: ADJUSTMENT N0. 97-244, RECORDED JUNE 5, 1997 AS INSTRUMENT NO. 199050 AND 199051, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA DESCRIBED AS FOLLOWS: CObMENCING AT THE NORTHWESTERLY CORNBR OF SAID LOT. 1; THENCE EASTERLY ALONG THE NORTHERLY LINE OF SAID LOT 1, NORTH 89°30'11" EAST, 26133 FEET TO THE WESTERLY LINE OF SAID PARCEL 7, SAID POINT BEING THIS TRUE POINT OF BEGINNING; THENCE NORTHERLY ALONG SAID WESTERLY LINE OF PARCEL. 7, NORTH 21020'48" WEST, 221.74 FEET; THENCE NORTH 14'5938" WEST, 205.94 FEET; THENCE NORTH 12°31'46" WEST. 515.08 FEET TO A NORTHWESTERLY LINE OF SAID PARCEL 7. THE PRECEDING 3 COURSES BEING ON SAID WESTERLY LINE OF PARCEL 7, SAID POINT BEING ON A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 400.00 FEET. A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 23012'32" EAST; THENCE NORTHEASTERLY ALONG SAID CURVE AND SAID NORTHWESTERLY LINE OF PARCEL 7 THROUGH A CENTRAL ANGLE OF 7°13'53", AN ARC DISTANCE OF 50.48 FEET; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE OF PARCEL 7, NORTH 59°3313.' EAST, 513.33 FEET TO A NORTHEASTERLY LINE OF SAID PARCEL 7; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF PARCEL 7, SOUTH 31044'43" EAST. 656.87 FEET TO THE BEGINNING OF.A TANGENT CURVE CONCAVE NORTLIBRLY, HAVING A RADIUS OF 332.50 FEET; THENCE EASTERLY ALONG SAID CURVE 'THROUGH A CENTRAL ANGLE OF 70°41'06", AN ARC DISTANCE OF 410.20 FEET; THENCE NORTH 77°34'10" EAST, 177.08 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY, HAVING A RADIUS OF IDfftMrr-2-. Pegs Its6t;oAs+eefmWo 1.aoe 10/11104 33230 FEET; THENCE EASTERLY AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 48°45'34", AN ARC DISTANCE OF 282.% FEET; THENCE NORTH 28°48'36' EAST, 651.06 FEET; THENCE SOUTH 66°53'14" EAST, 534.62 FEET TO THE EASTERLY LAZE OF SAID PARCEL 7, THE PRECEDING 5 COURSES BEING ON NORTHERLY LANES OF SAID PARCEL 7; THENCE SOUTHERLY ALONG SAID EASTERLY LINE OF PARCEL 7, SOUTH 20053'32" WEST, 603.62 FEET; THENCE SOUTH 56910'58" EAST, 6863 FEET; THENCE SOUTH 34017135" WEST,12.00 FEET; THENCE SOUTH 55042'25" EAST, 598.93 FEET, THE PRECEDING 2 COURSES BEING ON SAID SOUTI]WESTERLY LANE PER LOT LBO ADJUSTMENT NO. 97-244; THENCE SOUTH 37003'35" WEST, 1260.82 PEST TO THE NORTHWESTERLY LINE OF SAID LOT 1; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY L1NE OF IAT 1, SOUTH 46057'27" EAST, 56.18 FEET TO THE MOST EASTERLY CORNER OF SAID IAT 1; THENCE SOUTH 43002'36" WEST, 109.43 FEET; THENCE. NORTH 50°00'09" WEST, 2.62 FEET; THENCE NORTH 00000'27" WEST, 29.89 FEET; THENCE SOUTH 70002'17" WEST, 170.43 FEET, THE PRECEDING 4 COURSES BEING ON SOUTHEASTERLY, SOUTHWESTERLY AND EASTERLY LEVES OF SAID IAT 1; THENCE LEAVING SAID SOUTIMASTERLY LINE OF LOT 1, NORTH 03"11'13" EAST, 22.94 FEET, THENCE NORTH 45000'00" EAST,148.61 FEET; THENCE NORTH 60°00'00" WEST, 14235 PEST; THENCE NORTH 01038'20" EAST, 37.58 FEET; THENCE NORTH 44°42'29" WEST, 102.05 FEET; THENCE NORTH 54°28'39" WEST, 110.02 FEET; THENCE NORTH 51°13'44" WEST, 112.98 FEET, THENCE NORTH 45°08'33" WEST, 221.84 FEET; THENCE NORTH 7603332" WEST, 155.87 FEET; THENCE SOUTH 85°54'55" WEST, 305.51 FEET; THENCE SOUTH 87'56'22" WEST, 19332 FEET; THENCE NORTH 53'20'16" WEST, 23215 FEET; THENCE NORTH 36016'42" WEST, 201.26 FEET; THENCE NORTH 40040'11" WEST, 192.39 FEET TO THE EASTERLY TERNHNUS OF SAID NORTHERLY LINE OF LOT 1; THENCE WESTERLY ALONG SAID NORTHERLY LINE OF LOT 1, SOUTH 89°30'11" WEST, 11.36 FEET TO THE TRUE POINT OF BEGINNING. ABOVE DESCRIBED PARCEL 1 CONTAINS 72.497 ACRES, MORE OR LESS. Pawd 3: THAT PORTION OF LOT I AND LOT L OF TRACT NO. 29421 AS SHOWN BY MAP ON FILE IN BOOK 297, AT PAGES 54 THROUGH 57, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEASTERLY CORNER OF SAID LOT G SAID POINT BEING ON A CURVE CONCAVE SOUTHEASTERLY. HAVING A RADIUS OF 81.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 31°12'16" WEST; THENCE WESTERLY ALONG SAID CURVE AND THE SOUTHERLY LIVE OF SAID LOT L AND SAID LOT 1, THROUGH A CENTRAL ANGLE OF 57'45'02", AN ARC DISTANCE OF 81.64 FEET, A RADIAL LINE AT SAID POINT BEARS SOUTH 26032'46" EAST; THENCE NORTHWESTERLY LEAVING SAID SOUTHERLY LANE OF IAT 1, NORTH 39023'09" WEST, 81.63 FEET; THENCE NORTH 04°59'49" EAST, 201.91 FEET; THENCE NORTH 45°00'00" EAST, 209.79 FEET; THENCE SOUTH 60900'00" EAST, 142.35 FEET; THENCE SOUTH 45°00'00" WEST, 148.61 FEET; THENCE SOUTH 03°11'13" WEST, 22.94 FEET WOUMT Z" -Peas 2 tau,a TO THE SOUTHWESTERLY TERMNUS OF THAT CERTAIN SOUTHEASTERLY LINE OF SAID LOT 1 HAVING A BEARING OF NORTH 70°02'17" EAST AND A DISTANCE OF 170A3 FEET; SAID SOUTHWESTERLY TERMINUS BEING THE BEGDOMO OF A TANGENT CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 58.S0 FEET, THENCE SOUTHWESTERLY MANE SAID CURVE THROUGH A CENTRAL ANGLE OF 65,02'28", AN ARC DISTANCE OF 65A1 FEET, THE PRECEDING CURVE BEING ON A SOUTi1BASTERLY LINE OF SAID LOT 1 AND THE EASTERLY LINE OF SAID LOT L; THENCE SOUTHERLY ALONG SAID EASTERLY LINE OF LOT 4 SOUTH 04°59'49" WEST, 167.33 FEET TO THE POINT OF BEGINNING. ABOVE DESCRIBED PARCEL 3 CONTAINS 1.334 ACRES, MORE OR LESS. PARCEL 2: (GOLPHOLRS—STADNUMJ LOIS 34,36 AND 38 OF TRACT NO.21643, IN THE CITY OF IA QUINTA, AS SHOWN BY MAP ON FIE IN BOOK 203, PAGES) 37 THROUGH 50, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF MVJRtSIDE COUNTY. CALIFORNIA. PARCELS:. (CLUMVESEBCdRTMASATWAUKOFFOAM IAT 2 AND LETTER LATS O AND H OF TRACT N0.29421, IN THE CITY OF LA QUINTA, AS SHOWN BY MAP ON FILE IN BOOK 297, PAGEM 54 THROUGH 57, MC USIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF RIVERSIDE COUNTY, CALIFORNIA PARCEL 4: (PARKING LOTADIACF.NTCLUBIIDUS1iJ LETTER LOT I OF TRACT NO. 29M, IN THE CITY OF LA QUINTA, AS SHOWN BY MAP ON FILE IN BOOK 279, PAGE(S) 87 THROUGH 93, INCLUSIVE OF MAPS. IN THE OFFICE OF THE COUNTY RECORDER OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL S: (W6ISKOPFRMDSNIL4IJ LECM LOTS H, I, L AND W OF TRACT NO. 28444, IN THE CITY OF LA QUINTA, AS SHOWN BY MAP ON FILE IN BOOK 271, PAGES 57 THROUGH 62, INCLUSIVE, OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF RLVF.RSME COUNTY. CAIZFORI IIA EXHMrr-2• • PIP 3 astcomwoeraoc*zaaec ex tiaww OAS9 Description of Amenable Pmpe*) ALL OF THAT CERTAIN REAL PROPERTY LOCATED W THE CITY OF LA QUINTA, COUNTY OF RIVERSID$ STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL U PAROL 1 OF PARCEL MAP NO. 28805 AS SHOWN BY MAP ON FILE IN BOOK 142, AT PAGES 84 AND 85 OF PARCEL MAPS, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA axHlaiT Or -Pup 1 KffirawSuAwd SrV=CW 4w 10/11101 (PGA WEST Product Recommendation) (See Attached) EXHIBIT "1" . Page 1 alsipmsatGLiNldot 10/11/04' POA WEST PRODUCT RECOMMENDATIONS A. ArchitectualStyle: SpsoisfAleditetrannal Early California/Spanish ColonieVfuscan B. Lot Density: C. Marta Segments Served:- D. erved:D. Builder Annual Rau of Close of Escrows on Residences: E. Recrestiov or Community Amenity Requirod: F. Product Mix: Plan Number Square Footage Range Elevations Bedrooms Baths Garage Sia Per Subdivision Map, provided however, Builder may modify the lot density on the Burdened Pmpc* (subject to obtaining all necessary govemtnemal approvals) upon obtaining Compat/a prior written approval, which approval shall not be unreasonably withheld. Prhnery and Secondary Twenty-four (24) Residences closing escrow per year commencing eighteen (18) months after recordation of this Declaration Per Subdivision Map 3 Pians minimum Per City Requirements and Approvals but not less than 1000 square feet of livable area 2 per Plan Minimum I hGaimum 1 Per City Code ExHlarr W • Pose 2 =WWAmGGMIAnc nmin/0t DECLARATION OF DEVELOPMENT COVENANTS, CONDITIONS and RESTRICTIONS The installation and construction of say and all improvements on or 4acent to the Burdened Property that may be necessary, eonvoniant, desirable or otherwise required in order to develop the Burdened Property (including the construction of Residences thereon) (collectively "BuildWs Improvements' shall be the sole responsibility of the Builder, which improvements shall be installed and/or constructed at Builder's sole cost and expense. The Builder's Improvements shall include without limitadon: A. All landscaping, streets, curbs, sidewalks, street lamps, street signage and any associated storm, sewer, electric power and television service cable lines serving individual lots in the Burdened Property. B. All improvements Builder is regWrsd to install as described in the Purchase Agreement andlor as required pursuant to the New Entitlements. sxrrtarr •s• • Pqe I Mftmxmrfln.da 10/11M4 DECLARATION OF DEVELOPMENT COVENANTS, CONDITIONS and RESIMCTIONS !. W .S7f. R! •d • 15.-1 J'.'It•... NONE EXHIBIT'6- • Page 1 wpmmnvmHiax ia iroe