THIS DECLARATION is made on the date last written below by Nomoco, LLC, an Oregon limited liability company (referred to below as "Declarant").

Recitals

Declarant is the owner of all the real property described in Exhibit "A" attached hereto and made a part hereof, including Lots I through 62 depicted in the plat of The Riverwalk Subdivision, filed in the Plat Records of Jackson County, Oregon (the "Property"), and desires to create thereon a planned community to be known as The Riverwalk Subdivision, with permanent roadways, utility installations and open spaces for the benefit of such community.

Declarant desires to provide for the preservation and enhancement of the property values, amenities and opportunities in The Riverwalk Subdivision and desires to subject the Property to the covenants, restrictions, easements, charges and liens hereinafter set forth, each and all of which is and are for the benefit of the Property and each owner of any lot thereof.

Declarant has deemed it desirable for the efficient preservation of the values and amenities in such community to create a non-profit corporation, to which should be delegated and assigned the powers of owning, maintaining and administering the common property and facilities and administering and enforcing the covenants and restrictions and collecting and disbursing the assessments and charges hereinafter created, and promoting the recreation, health, safety and welfare of the residents.

NOW, THEREFORE, the Declarant declares that the Property shall be held, transferred, sold, conveyed and occupied subject to the provisions of the Oregon Planned Community Act, ORS 94.550 et seq., and to the covenants, restrictions, easements, charges and liens hereinafter set forth in this Declaration.

ARTICLE I
DEFINITIONS

1.1 "Articles" shall mean the Articles of Incorporation for the non-profit corporation, The Riverwalk Homeowners' Association, Inc., as filed with the Oregon Corporation Commissioner.

1.2 "Association" shall mean and refer to The Riverwalk Homeowners' Association, Inc., its successors and assigns.

1.3 "Bylaws" shall mean and refer to the Bylaws of the Association.

1.4 "Common Property" shall mean and refer to that area of land outside of lots 1 through 67 shown on the recorded plat of the Property, including any improvements thereon, which land will be conveyed to the Association.

1.5 "Declaration" shall mean the covenants, restrictions, and all other provision set forth in this Declaration of Covenants and Restrictions for The Riverwalk Subdivision.

1.6 "Declarant" shall mean and refer to Nomoco, LLC, an Oregon limited liability company, its successors or assigns, or any successor or assign to all remainder of his or her interest in the development of the Property.

1.7 "General Plan of Development" shall mean the Declarant's general plan of development of the Property as approved by appropriate governmental agencies and as set forth in this Declaration which shall represent the total general plan and general uses of land within the boundaries of the Property, as may be amended from time to time.

1.8 "Living Unit" or "Unit" shall mean and refer to any portion of a structure situated upon the Property designed and intended for use and occupancy as a residence by a single family.

1.9 "Lot" shall mean and refer to each and any of Lots 1 through 62 of The Riverwalk Subdivision.

1.10 "Occupant" shall mean and refer to the occupant of a Living Unit who shall be either the owner, lessee or any other person authorized by the owner to occupy the premises.

1.11 "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot or a purchaser in possession under a land sale contract. The foregoing does not include persons or entities who hold an interest in any Lot merely as security for the performance of an obligation.

1.12 "Property" shall mean and refer to all real property, including Lots 1 through 62, the Common Property and all improvements located on the real property subject to this Declaration, as more particularly set forth on Exhibit "A" hereto attached, together with such additional Lots and Common Property as may, from time to time, be annexed to the Association.

1.13 "Rules and Regulations" shall mean and refer to the documents containing rules and regulations and policies adopted by the Board of Directors of the Association or the Architectural Review Board as may be from time to time amended.

1.14 "The Riverwalk Subdivision" shall mean Lots 1 through 62 and all Common Property included within the Plat of The Riverwalk Subdivision.

ARTICLE 2
PROPERTY SUBJECT TO THIS DECLARATION

The real property which is and shall be held, transferred, sold, conveyed and occupied subject to this Declaration is located in the City of Ashland, County of Jackson, Oregon and consists of Lots I through 62 and the adjoining Common Property of The Riverwalk Subdivision which is included within the legal description in Exhibit "A," together with any property which may be subsequently annexed to the Association.

ARTICLE 3
GENERAL PLAN OF DEVELOPMENT

3.1 General. The Declarant intends to develop sixty-two individual single family lots within the development. Each lot will be served by all City services including public water, sewer, storm drainage, natural gas, electric service, telephone, and cable television service. The Declarant reserves the right to replat any portion of The Riverwalk Subdivision before it is annexed to the Association.

3.2 Future Street Development. Brisco Place, Ann Street and the alley will be extended for future development to the west.

3.3 Ownership of Common Property. The Declarant shall convey the Common Property which has been annexed to the Association within sixty (60) days after 80% of the Lots have been conveyed to purchasers. The legal description of the Common Property to be initially conveyed to the Association is set forth in Exhibit "B" attached hereto. In the event the Common Property is ever assessed for property tax purposes separately from the Lots, the Association, by and through its Board of Directors, shall take such steps as may be necessary to assess all Owners equally for their share of such taxes and to pay such property taxes on a current basis.

3.4 Improvements in the Common Property. The Common Property will be improved with landscaping and/or held in its natural state. There will be a maximum of sixty-seven dwelling units when the proposed project is completed as contemplated. Fencing along private open space areas and multi-use paths cannot exceed 4 feet in heights.

ARTICLE 4
USE RESTRICTIONS; ARCHITECTURAL CONTROLS AND MAINTENANCE RESPONSIBILITIES

4.1 General.

4.1.1 Governmental Restrictions. All uses, occupancy, construction and other activities conducted on any Lot shall conform with and be subject to applicable zoning, use restrictions, setback requirements, construction and building codes of all local, state and federal public authorities.

4.1.2 Signs. Unless written approval is first obtained from the Architectural Committee, no sign of any kind shall be displayed to the public view on any lot or building on the Property except one professional sign of not more than six square feet advertising the property for sale or rent, or signs used by the Declarant to advertise the Property during the construction and sale period.

4.1.3 Animals and Pets. No animals, livestock or poultry of any kind shall be raised, bred or kept on any lot. Dogs, cats or other tame, domestic household pets are allowed on the property, provided that such household pets are not kept, bred or maintained for any commercial purpose. Such pets as herein permitted shall be housed within the dwelling and under no condition shall any property be used as a kennel. Dogs and cats shall not exceed three (3) in number. Caged birds shall be limited to five in number. Household pets shall, insofar as possible, be restrained from interfering with the other owners' use and enjoyment of their property and of the Common Areas, and shall not be allowed to run at large. The owner of any such pet shall be responsible for monitoring and cleaning up after same, and ensuring that the pet does not become a nuisance.

4.1.4 Disposal of Rubbish. No part of the Property shall be used or maintained as a dumping ground for rubbish, trash, garbage any other waste. Trash and garbage shall be deposited in appropriate covered trash receptacles.

4.1.5 Recycling. Storage of materials to be recycled must be kept at all times within each garage or in accordance with Section 4.2.4.

4.1.6 Noxious or Offensive Conditions. No noxious or offensive conditions shall be permitted upon any part of the Property, nor shall anything be done thereon which may be or become an annoyance or nuisance, to the neighborhood.

4.1.7 Additional Vehicular Restrictions. Only passenger automobiles, pickup trucks, vans and station wagons without advertising symbols or messages painted or otherwise applied or visible from the exterior, shall be parked on any part of the Property, or on public ways adjacent thereto except within the confines of a private garage. No maintenance or repair work on vehicles, with the exception of emergency work, shall be done on the Property or on the public ways adjacent thereto.

4.1.8 Reception Equipment. Installation of radio and/or television antennae or satellite reception equipment is prohibited outside any building, except that one (1) small satellite dish may be installed on the exterior of each Living Unit.

4.1.9 Preservation of Trees. No trees shown for preservation on the original planning documents for the Property shall be removed without (i) the approval of not less than seventy percent (70%) of the total votes of each class of members that are eligible to vote and (ii) the consent of the appropriate department of the City of Ashland.

4.1.10 Combination, Division. No Owner shall have the right to divide any Lot. Any Owner, upon compliance with the requirements of all applicable zoning, building and land use laws, regulations and ordinances, and the architectural requirements of the Declaration and any rules and regulations of the Association may construct (reconstruct or replace) one Living Unit.

4.2 Use. All Lots and Living Units shall be used for residential, recreation and vacation purposes only.

4.2.1 No structure of a temporary appearance or nature, including but not limited to, metal and plastic utility sheds or shacks, shall be placed or constructed upon the Property.

4.2.2 No outbuilding or garage shall be used as a temporary or permanent residence.

4.2.3 No trailer or mobile home shall be allowed as a residence upon any lot in the Property.

4.2.4 No exterior storage of any items of any kind shall be permitted unless such exterior storage is in areas screened or concealed from view from neighboring lots and streets. This shall apply, but not be limited to, campers, boats and trailers.

4.2.5 No recreational vehicles (RV's) are to be stored or parked on a permanent or temporary basis, anywhere on the Property. Special garages for RV's are not permitted. Guests of residents of the development are not allowed to store or park their RV's anywhere on the Property.

4.2.6 Temporary residences upon any lot during the exterior construction period will not be allowed. Written approval of the Architectural Review Committee shall be secured by each lot owned prior to the commencement of any construction on any lot, with respect to conformance to the requirements and restrictions set forth herein.

4.2.7 It is intended that all building designs, materials and colors be of a nature to blend harmoniously with the environment. Wood and stone offer such harmony. Generally, subdued colors and pastel colors are harmonious.

4.2.8 Flat roofs that require membrane or built up roofing materials are not allowed.

A. The following roof materials are encouraged: Concrete shingles of earthtone color; flat clay tile of earthtone color; composition shingles with thick butts, of earthtone color.

B. The following materials are not allowed: High contrast or bright colors; built up roof; highly reflective or shiny materials; non-fire resistant materials.

C. The following materials for construction of exterior walls are encouraged: Wood siding (fire resistance is an important consideration); exposed wood structural members; natural colored brick or stone masonry; natural colored cement plaster; natural colored synthetic stucco.

D. The following materials for construction of exterior walls are not allowed: Plastic materials made to resemble masonry or stone. Metal.

E. Overhangs, roof eaves, decks, foundations and all other elements projecting from any downslope wall shall be designed so that there is no exposure of plumbing, heating, ventilating and air conditioning equipment or conduit, and shall be of an architecturally finished appearance.

4.2.9 No motor vehicles over 20,000 pounds gross vehicle weight shall be allowed on the premises, except service, moving or maintenance vehicles serving said premises and vehicles commonly required during construction.

4.2.10 Installation of radio and/or television antennae and other mechanical equipment as defined by the City of Ashland Municipal Code 18.08.045 is prohibited.

4.2.11 Firewood shall be stored in an appropriate manner so as to minimize the visual impact on the residents of the Property. No brightly colored covers or tarps will be allowed.

4.2.12 No logging trucks, tractor, or trailer rigs, or commercial delivery, service or repair vehicles shall be permitted except when actually engaged in the rendering of service to any resident of the Property.

4.2.13 Driveways must be paved with concrete aprons to be approved by the City of Ashland Engineering Department.

4.2.14 Each dwelling shall have as a minimum a single car garage with electric garage door mechanism. Vehicles will be parking in garages so as to minimize the visual impact on the subdivision.

4.2.15 All disturbed soil will be temporarily protected from erosion until permanent landscaping is completed.

4.2.16 Lots will be landscaped within 12 months following issuance of Certificate of Occupancy.

4.2.17 Landscaping will be kept neat with hedges trimmed and grasses cut.

4.2.18 No storage or repair of vehicles is permitted except in enclosed garages.

4.2.19 No burning in outside burn barrels is allowed. Garbage containers will be kept in garages or in a protected area not visible to others in the neighborhood.

4.3 Exterior Improvements

4.3.1 Common Property. No Owner shall construct or place any structure, material, planting, equipment or any object of any kind on any portion of the Common Property, unless granted written permission by the Board of Directors, and then only in strict compliance with such authorization.

4.3.2 Walls and Fences. Installation of fencing along private open space boundaries and public pathway easements shall not exceed a height of four feet.

4.4 Exterior Maintenance, Repair and Replacement.

4.4.1 Association Responsibilities. The Association shall perform all maintenance, planting, pruning, mowing and cleaning of all lawns and landscaping on the open space area as shown on the final plat. In addition, the Association will be responsible for the maintenance of all planting strips and street trees located within The Riverwalk Subdivision.

4.4.2 Every Owner shall have a non-exclusive right and easement of enjoyment in and to all areas designated as open space on the final survey plat. The owners of each lot will share equally in the cost of periodic maintenance and necessary repairs of pathways within the open space.

4.4.3 Maintenance and repair of open space private pathways shall be performed in a prompt and diligent regular basis in accordance with good standards suitable for the pathway surface. All fill slopes will be continuously protected from erosion. If an Owner fails to perform its respective share of any such necessary maintenance and repairs as required, the other party, upon fifteen (15) days prior notice, may cause such work to be performed with a right of reimbursement for all sums necessarily and properly expended to remedy such failure.

4.4.4 Notwithstanding the provisions regarding responsibility for maintenance and repair set forth above, each Owner shall be solely responsible for the repair of damage caused by the Owner or any of his or her guests, tenants, licensees, agents or members of his or her family

4.4.5 The Declarant hereby reserves to itself a blanket easement over, upon, through and under the Property, including, without limitation, all Lots, common property, and private driveways, for all purposes reasonably required in carrying out the general development plan, including, without limitation, ingress and egress, the construction, alteration, completion and decoration of homes or improvements developed on the Property, the installation of all utility and service lines and systems serving the Property, and the sale of Lots and homes. The easement herein reserved shall include the right to store materials on the private driveways at such places and for such periods as may be reasonably required to effect the purposes for which this easement is reserved. This easement shall be assignable by the Declarant. This easement shall end 120 days after the date that all of the lots have been conveyed to persons other than the Declarant.

4.5 Underground Utilities. Except as provided in Section 4.1.11 regarding approved small satellite dishes, no outdoor overhead wire or service drop for the distribution of electric energy or for telecommunication purposes nor any pole, antennae, satellite receiving dish, tower or other structure for independent reception, transmission or support of any of the above shall be erected, placed or maintained within the Property.

4.6 Leases/Rentals. Each Owner shall have the right to lease or rent his or her Living Unit for any period of time, subject to full compliance with applicable laws, the Articles, Declaration, Bylaws and Rules and Regulations of the Association and applicable local, state and federal laws and regulations. All such leases or rental agreements shall be in writing and shall be deemed to provide that their terms shall be subject in all respects to the provisions of this Declaration, the Articles, Bylaws and Rules and Regulations of the Association and that any failure by the lessee or renter to comply with the provisions of such documents shall constitute a default under said lease or rental agreement. The lessee's or renter's use and enjoyment of the Common property under such lease or rental agreement shall be subject to suspension by the Board of Directors for any of the causes set forth elsewhere in this Declaration, including, without limitation, the nonpayment of assessments with respect to the Lot occupied by the lessee or renter. Any such lessee or renter shall be entitled to the use and enjoyment of the Common Property; provided, an Owner may not sever the right to the use and enjoyment of the Common Property from the right to occupy his or her Lot and the improvements thereon by means of a lease, rental agreement or otherwise.

4.7 Architectural Review Board.

4.7.1 Composition. The Board of Directors shall serve also as an Architectural Review Board. A quorum for the Architectural Review Board action shall be a majority of its members. The Association will also be responsible for providing and maintaining access to the public sewer manholes located on individual lots within the development.

4.7.2 Duties. It shall be the duty of the Architectural Review Board to regulate the external design, appearance, location and maintenance of all the Property and of improvements thereon, whether on a Lot or Common Property, and to regulate use of such Property as described in this Declaration. Upon conveyance of the first Lot to an Owner, the Architectural Review Board shall adopt general rules to implement the purposes and interpret the covenants of this Article, including, but not limited to, rules not less restrictive than those contained in this Declaration to regulate animals and tenants, storage and use of recreational vehicles, storage and use of machinery, use of outdoor drying lines, trash containers, planting, maintenance and removal of vegetation of the Property.

4.7.3 Approval Required. The Declarant hereby reserves architectural control of The Property until such control is relinquished to the Owners as set forth below. No construction of any kind shall occur on any lot until complete plans and specifications are reviewed and approved by Declarant in advance. The standards for approval shall be based on conformity with this Declaration and in particular the use restrictions set forth in Article III and IV, including those use restrictions that are advisory or permissive in nature. Approval shall not be unreasonably withheld. Upon approval, no substantive changes shall be made to the approved plans and specifications without the prior written consent of Declarant. All decisions of Declarant shall be final.

4.7.4 Declarant shall turn over architectural control to the Owners within one hundred twenty (120) days of the earlier of (1) the date five (5) years from the date this Declaration is recorded or (2) the date that all of the Lots have been conveyed to persons other than the Declarant.

ARTICLE 5
ASSOCIATION MEMBERSHIP AND VOTING RIGHTS

5.1 Members. Each Owner shall be a mandatory member of the Association Membership in the Association shall be to appurtenant to, and may not be separated from, ownership of any Lot. Transfer of ownership of a Lot automatically transfers membership in the Association. Occupants and Owners shall be governed and controlled by this Declaration, the Articles, Bylaws, and rules and regulations of the Association and any amendments thereof.

5.2 Proxy. Each Owner may cast his or her vote by absentee ballot or pursuant to a proxy executed by the Owner. An Owner may not revoke a proxy given pursuant to this section except by actual notice of revocation to the person presiding over a meeting of the Association. A proxy shall not be valid if it is undated or purports to be revocable without notice. A proxy shall terminate one (1) year after its date, unless the proxy specifies a shorter term.

5.3 Voting Rights. The Association shall have two (2) classes of voting members:

5.3.1 Class A. Class A members shall be all Owners of Lots other than the Declarant, and each Class A member shall be entitled to one (1) vote for each Lot owned with respect to all matters upon which Owners are entitled to vote.

5.3.2 Class B. The Class B member shall be the Declarant, its successors and assigns. The Class B member shall have three (3) votes for each Lot owned. Provided, however, that all Class B memberships shall cease upon the earlier of a date five (5) years from the recording of this Declaration or the conveyance by the Declarant of Lots, representing eighty percent (80%) of the total number of votes ("termination date"). Thereafter, each Owner, including the Declarant, shall be entitled to one (1) vote for each Lot owned with respect to all matters upon which owners are entitled to vote, and the total number of votes shall be equal to the total number of Lots.

When more than one (1) person or entity owns a Lot, the vote for such Lot may be cast as they shall determine, but in no event will fractional voting be allowed. Fractionalized or split votes shall be disregarded, except for purposes of determining a quorum. The total number of votes as of such termination date and thereafter shall be equal to the total number of Lots annexed to the Property and subjected to this Declaration as of such termination date.

5.4 Procedure. All meetings of the Association, the Board of Directors, the Architectural Review Board, and Association committees shall be conducted in accordance with such rules of order as may from time to time be adopted by the Board of Directors. A tie vote does not constitute a majority or approval of any motion or resolution.

ARTICLE 6
DECLARANT CONTROL

6.1 Interim Board and Officers. The Declarant hereby reserves administrative control of the Association. The Declarant, in its sole discretion, shall have the right to appoint and remove members of a three-member Interim Board of Directors, which shall manage the affairs of the Association, and which shall be invested with all powers and rights of the Board of Directors. Notwithstanding the provisions of this Section, at the Turnover Meeting at least one (1) Director shall be elected by Owners other than the Declarant, even if the Declarant otherwise has voting power to elect all five (5) Directors.

6.2 Transitional Advisory Committee. The Declarant shall form a Transitional Advisory Committee to provide for the transition of administrative control of the Association from the Declarant to the Class A members. Not later than the sixtieth (60th) day after the Declarant has conveyed Lots representing fifty percent (50%) of all votes in The Riverwalk Subdivision, the Declarant shall call a meeting of Owners for the propose of selecting a Transitional Advisory Committee. The committee shall consist of three (3) members. The Class A members shall, by a majority vote, elect two (2) members, and the Declarant shall elect one (1) member. The committee shall have reasonable access to such information and documents as the Declarant is required by law to make available. If the Declarant fails to call the meeting required under this section, any Owner may do so.

6.3 Turnover Meeting. The Declarant shall call a meeting for the purpose of turning over administrative control of the Association from the Declarant to the Class A members within one hundred twenty (120) days of the earlier of:

6.3.1 Date Certain. A date five (5) years from the date this Declaration is recorded; or

6.3.2 Based on Lots Sold. The date that Lots representing eighty percent (80%) of the total number of votes have been conveyed to persons other than the Declarant. The Declarant shall give notice of the meeting to each Owner as provided in the Bylaws. If the Declarant does not call the meeting required under this section, any Owner may do so.

ARTICLE 7
COMMON PROPERTY

7.1 Obligations of the Association. Subject to the rights of Owners set forth in this Declaration, the Association shall be responsible for the exclusive management and control of the Common Property and any improvements thereon, and shall keep the same in good, clean, attractive and sanitary condition, order and repair, including, but not limited to, the removal of snow, trash and debris, the maintenance, of the landscaped and un-landscaped land located on the Common Property.

7.2 Members' Easement of Enjoyment. Subject to the provisions of this Declaration, the Bylaws, and Rules and Regulations of the Association, every Owner shall have a nonexclusive right and easement of enjoyment in and to the Common Property, which shall be appurtenant to and shall pass with the title to every Lot.

7.3 Extent of Members' Easements. The members' easements of enjoyment created hereby shall be subject to the following:

7.3.1 Subject to Rules and Fees. The right of the Association to establish reasonable rules and to charge reasonable assessments and fees for capital expenditures on the Common Property and the maintenance and upkeep of the Common Property and payment of all Association expenses.

7.3.2 Suspension of Member's Right. The right of the Association to suspend the right of an Owner or any occupant of a Lot to use the Common Property and facilities for any period during which any assessment against such Owner or occupant's Lot remains unpaid for more than thirty (30) days after notice of such nonpayment; the right of the Association to suspend the right of a member to use any Common Property for a period not to exceed sixty (60) days for any other infraction of the Declaration, Bylaws or the Rules and Regulations of the Association. Provided, however, that no such suspension pursuant to this subsection 3.2 shall deprive an Owner of access to his or her Lot.

7.3.3 Sale of Common Property. Notwithstanding the percentage voting requirements of ORS 94.665, the Association. may not sell, dedicate or transfer any portion of the Common Property or create a security interest therein.

7.4 Declaration of Use. Any Owner may delegate his or her right of enjoyment to the Common Property and facilities to the members of the Owner's family and to a reasonable number of guests subject to general regulations as may be established from time to time by the Association and included within the Book of Resolutions.

7.5 Damage or Destruction of Common Property by Owner. In the event any Common Property is damaged or destroyed by an Owner or any of his or her guests, tenants, licensees, agents or members of his or her family in a manner that would subject such Owner to liability for such damage under Oregon law, such Owner does hereby authorize the Association to repair such damage; the Association shall repair damage in a good and workmanlike manner as originally constituted or as the area may be modified or altered subsequently by the Association in the discretion of the Association. The reasonable cost necessary for such repairs shall become a special assessment upon the Lot of the Owner who caused or is otherwise responsible for such damage.

7.6 The subject property is located in an area of inundation. This refers to areas that might be flooded should the Emigrant Lake Dam fail. The Home Owner's Association shall establish an emergency plan to notify residents of any Dam failure. The Home Owner's Association will also establish an evacuation policy.

ARTICLE 8
COVENANTS FOR MAINTENANCE ASSESSMENTS/SPECIAL ASSESSMENTS;
AND COMMON PROFITS

8.1 Creation of the Lien and Personal Obligation of Assessments. The Declarant hereby covenants, and each Owner of any Lot by acceptance of a deed thereof, whether or not it shall be so expressed in such deed, is deemed to covenant and agrees to pay the Association (1) regular assessments or charges for common expenses, and (2) special assessments as provided in Section 8.6. All such assessments, together with interest thereon at the rate established from time to time by resolution of the Board of Directors and together with all other costs, fees, charges and fines allowed by law, shall be a lien and charge on the land and shall be a continuing lien upon the Lot against which each such assessment is made. Such lien shall exist and be executed, recorded and foreclosed in the manner provided by law.

8.2 General Assessments.

8.2.1 Purpose of Assessments. The assessments levied under this Article shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the residents of the Property, and for the improvement and maintenance of such Property, including payment of premiums for insurance required under this Declaration and to fund a replacement reserve for those items the Association has maintenance responsibility, and for payment of any common operating expenses such as landscaping, maintenance, Association water, sewer and garbage collection, management services, legal and accounting services and the like. Neither the Association, nor any assessments of the Owners shall be used to engage in lobbying or to exert political influence.

8.2.2 Basis for Assessment. Assessment of Lots shall include the following items:

(1) Expenses of administration.

(2) Expenses of maintenance, repair or replacement of all improvements on the Common Property.

(3) Any deficit in common expenses for any prior period.

(4) Utilities for the Common Property and other utilities with a common meter.

(5) The cost of any professional management desired by the Board of Directors.

(6) Any other items properly chargeable as an expense of the Association.

(7) Reserve items as more particularly set forth in Sections 8.5 and 8.6.

8.2.3 Method of Assessment. The Board of Directors shall determine the annual assessment in accordance with the provisions hereof, provided, however, the annual assessment shall be sufficient to meet the obligations imposed by the Declaration. The budget shall be presented to Association and may be amended by a majority of the votes of each class of members. Both annual and special assessments must be fixed at a uniform rate for all Lots. The Board shall set the date(s) such assessment shall become due. The Board may provide for collection of assessments annually or in monthly, quarterly or semi-annual installments; provided, however, upon the default in the payment of any one or more installments, the entire balance of such assessment may be accelerated at the option of the Board and be declared due and payable in full, together with interest and attorneys fees and costs as hereinafter provided.

Notwithstanding any other provisions of this Section 8.2, the general assessments of the Association may not be increased by more than twenty percent (20%) in any one year without approval of a majority of the Owners at a meeting at which a quorum exists, or a majority of the votes of all Owners, if the vote is taken by written ballot.

8.3 Date of Commencement of Annual Assessments. The general assessments with respect to the Lots shall commence at the time the Directors declare, but in no event later than the first day of the month following the conveyance of a Lot to an Owner other than the Declarant.

8.4 Initial Assessment. Upon the closing of the sale of each Lot, each Owner shall contribute a sum equal to two (2) times the monthly assessment (as determined for lots improved with Living Units) as a one-time contribution to the working capital of the Association, together with such other sums as may be called for by the sales agreement and Bylaws. Within sixty (60) days after conveyance by the Declarant of the first Lot in the Property, the Declarant shall make such contribution in respect to all Lots in the Property which have not yet been conveyed to a purchaser. If the Declarant has made such contribution, no further contributions shall be required to the Association, but each purchaser, upon closing, shall reimburse the Declarant for the amount of such contribution made by the Declarant in respect to the Lot conveyed.

8.5 Reserve Accounts.

8.5.1 Common Property Reserve Account. The assessment against each Lot shall include an amount allocated to a reserve account established for the purpose of funding replacements of those elements of the Common Property that will normally require replacement, in whole or in part, in more than three (3) and less than thirty (30) years. Amounts assessed with respect to reserves shall take into account the estimated remaining life of the items for which the reserve is created and the current replacement cost of such items. The assessments pursuant to this section shall accrue from the date of conveyance of the first Lot in the Property. The Declarant, at the Declarant's option, may defer payment of the accrued assessments for a Lot pursuant to this section until the date the Lot is conveyed to an Owner other than the Declarant, at which time such accrued assessments shall be paid to the Association. The Declarant may require the Owner to whom such Lot is conveyed to reimburse the Declarant for such portion of the assessment.

8.5.2 Additional Provisions of Reserve Accounts; Reserve Study. The reserve accounts shall be established in the name of the Association. The Association shall be responsible for administering the accounts and for making periodic payments into the accounts. The association shall adjust the amount of the payments at least annually to reflect changes in current replacement costs over time. The board of directors of the association annually shall conduct a reserve study, or review and update an existing study, of the common property components to determine the reserve account requirements. The reserve study shall include:

(1) Identification of all items for which reserves are required to be established;

(2) The estimated remaining useful life of each item as of the date of the reserve study;

(3) The estimated cost of maintenance, repair or replacement of each item at the end of its useful life; and

(4) A 30-year plan with regular and adequate contributions, adjusted by estimated inflation and interest earned on reserves, to meet the maintenance, repair and replacement schedule.

Except as provided in this paragraph, reserve account funds may be used only for their intended purpose and must be kept separate from other funds. However, after the individual lot owners have assumed responsibility for administration of the Association, the board of directors may borrow funds from the reserve account to meet high seasonal demands on the regular operating funds or to meet other temporary expenses. Funds borrowed for these purposes must be repaid as soon as practicable later from special assessments or maintenance fees.

Nothing in this section prohibits prudent investment of reserve account funds subject to any constraints imposed by the declaration, bylaws or rules of the association.

Following the second year after the Association has assumed administrative responsibility for the The Riverwalk Subdivision pursuant to ORS 94.616, owners of lots representing eighty percent (80%) of the votes of the The Riverwalk Subdivision may agree to increase, reduce or eliminate future assessments for the reserve accounts.

Assessments paid into the reserve accounts are the property of the association and are not refundable to sellers or owners of lots.

8.6 Special Assessments. The Board of Directors shall have the power to levy special assessments against an owner or all owners in the following manner for the following purposes:

(1) To correct a deficit in the operating budget by vote of a majority of the Board;

(2) To collect amounts due to the Association from an owner for breach of the owner's obligations under the Declaration, these Bylaws, or the Association's rules and regulations, by vote of a majority of the Board;

(3) Upon vote of a majority of the Board of Directors, to make repairs or renovations to the common property if sufficient refunds are not available from the operating budget or replacement reserve accounts; or

(4) To make capital acquisitions, additions or improvements, by vote of at least eighty percent (80%) of all votes allocated to the Lots.

8.7 Effect of Non-Payment of Assessments: Remedies of the Association. In addition to any other remedies provided by law, the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose a lien upon the Property. No such action or a judgment entered therein shall be a waiver of the lien of the Association. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Property or abandonment of his or her Lot.

8.8 Subordination of the Lien to Mortgages. The lien with respect to any assessment provided for herein shall be prior to any homestead exemption and all other liens and encumbrances on a Lot, except:

(1) A first mortgage of record; and

(2) A lien for real estate taxes and other governmental assessments or charges; and

(3) Liens and encumbrances recorded before the recordation of this Declaration.

Sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot pursuant to mortgage foreclosure or any proceeding in lieu thereof shall extinguish the lien of such assessments which became due prior to such sale or transfer.

8.9 Common Profits. Profits arising from any operation or from the sale of any Association asset shall be shared among the Owners in proportion to their liability for payment of assessments, i.e. equally, unless some lots are unimproved.

ARTICLE 9
DECLARANT'S SPECIAL RIGHTS

Until the Living Units on all Lots on the Property have been constructed, fully completed and sold, with respect to the Common Property and each Lot on the Property, the Declarant shall have the following special rights:

9.1 Sales Office and Model. The Declarant shall have the right to maintain a sales office and model on one or more of the Lots which the Declarant owns. The Declarant and prospective purchasers and their agents shall have the right to use and occupy the sales office and models during reasonable hours any day of the week.

9.2 "For Sale" Signs. The Declarant may maintain a reasonable number of "For Sale" signs at reasonable locations on the Property, including, without limitation, the Common Property.

9.3 Declarant Easements. The Declarant has reserved easements over the Property as more fully described in Article 12 hereof.

ARTICLE 10
DAMAGE AND DESTRUCTION

10.1 Insurance Proceeds Sufficient to Cover Loss. In case of fire, casualty, or any other damage and destruction, the insurance proceeds, if sufficient to reconstruct the damaged or destroyed common property, shall be applied to such reconstruction which shall commence within one hundred twenty (120) days of such damage, or as soon thereafter as proceeds are available. Such reconstruction shall be accomplished under the direction of the Board of Directors.

10.2 Insurance Proceeds Insufficient to Cover Loss. If the insurance proceeds are insufficient to reconstruct the damaged or destroyed common property, the damage to, or destruction of, the common property shall be promptly repaired and restored under supervision of the Board of Directors, using the proceeds of insurance, if any, on the building for that purpose and all the Owners shall be liable for assessment for any deficiency for such reconstruction, such deficiency to take into consideration as the Owner's contribution any individual policy insurance proceeds provided by such Owner. Such reconstruction shall commence within one hundred twenty (120) days of such damage, or as soon thereafter as proceeds are available.

ARTICLE 11
CONDEMNATION OF COMMON PROPERTY

In the event that all or any portion of the Common Property is appropriated as the result of condemnation or threat or imminence thereof, the following rules and guidelines shall apply:

11.1 Representation by Association. The Board of Directors of the Association shall have the sole authority, right and duty to represent each of the Owners for the purpose of negotiating and contesting, if it deems so doing to be necessary or appropriate, any condemnation award offered by the condemning authority in question and may authorize expenditures and assessments to retain adequate counsel or other experts for such purposes.

11.2 Allocation of Condemnation Award. The Board of Directors of the Association shall allocate and distribute any condemnation award received by it with respect to the Common Property to the Owners in proportion to the diminution in fair market value incurred by them with respect to their respective Lots and improvements as a result of said condemnation.

11.3 Arbitration. In the event of any controversy by, among or between any Owner or Owners and the Board of Directors arising under this Section, each of the disputing parties shall choose one (1) arbitrator and such arbitrators shall choose one (1) additional arbitrator. The three (3) arbitrators shall resolve the controversy by majority vote and said decision shall be final, binding and unappealable upon the disputing parties. Any action or decision of the Board of Directors pursuant to this Section shall carry a rebuttable presumption of correctness for purposes of arbitration pursuant to this Section. The disputing parties each shall pay all the fees and expenses of the arbitrator designated by each of them and shall pay equally all fees and expenses of the third arbitrator. The disputing parties each shall pay their own expenses in connection with the arbitration.

11.4 Retention of Rights. No provision of this Section shall be construed as negating the right of the individual Owners to such incidental relief as the law may provide as a result of the condemnation of the Common Property.

ARTICLE 12
EASEMENTS

12.1 Declarant's Easements. The Declarant hereby reserves to itself a blanket easement over, upon, through and under the Property, including, without limitation, all Lots, common property, and private driveways, for all purposes reasonably required in carrying out the general development plan, including, without limitation, ingress and egress, the construction, alteration, completion and decoration of homes or improvements developed on the Property, the installation of all utility and service lines and systems serving the Property, and the sale of Lots and homes. The easement herein reserved shall include the right to store materials on the private driveways at such places and for such periods as may be reasonably required to effect the purposes for which this easement is reserved. This easement shall be assignable by the Declarant. This easement shall end 120 days after the date that all of the lots have been conveyed to persons other than the Declarant.

ARTICLE 13
GENERAL PROVISIONS

13.0 Owners and occupants of the Riverwalk Subdivision will be subject to facilities and activities at the city of Ashland's nearby North Mountain Park which may generate noise, traffic, lights, and glare. Those activities and facilities include, but are not limited to, soccer, baseball, and softball fields, including participants and spectators, playgrounds, vehicle parking, bicycle and pedestrian trails, and related facilities and activities. In accepting ownership or possession of a unit, each owner and occupant agrees to not protest or bring suit or action against the city of Ashland or its Parks and Recreation Commission, their officers, employees, and agents from any and all claims, actions, costs or other damages resulting from the noise, traffic, lights, and glare described above.

The city of Ashland will also develop another park north of the Riverwalk Subdivision. At this time, the only activities planned are bicycle and pedestrian paths. However, other park related activities may be planned in the future. Those activities and facilities may include, but are not limited to soccer, baseball, and softball fields, participants and spectators, playground, and vehicle parking. In accepting ownership or possession of a unit, each owner and occupant agrees to not protest or bring suit or action against the city of Ashland or its Parks and Recreation commission, their officers, employees, and agents from any and all claims, actions, costs or other damages resulting from the noise, traffic, lights, and glare described above.

13.1 Records. The Board of Directors shall preserve and maintain minutes of the meetings of the Association, the Board and any committees. The Board of Directors shall also keep detailed and accurate financial records including individual assessment accounts of owners, the balance sheet and income and expense statements. Individual assessment account shall designate the name and address of the Owner or Owners of the Lot, the amount of each assessment becomes due, the amounts paid upon the account, and the balance due on the assessments. The minutes of the Association, the Board and committees, and the Association's financial records shall be reasonably available for review and copying by the Owners. A reasonable charge may be imposed by the Association for providing copies.

13.2 Indemnification of Directors, Officers, Employees and Agents. The Association shall indemnify any Director, officer, employee or agent who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by the Association) by reason of the fact that he or she is or was a Director, officer, employee or agent of the Association or is or was serving at the request of the Association as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by said person in connection with such suit, action or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or with a plea of no contest or its equivalent, shall not of itself create a presumption that a person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceedings, had reasonable cause to believe his or her conduct was unlawful. Payment under this clause may be made during the pendency of such claim, action, suit or proceeding as and when incurred, subject only to the right of the Association, should it be proven at a later time that said person had no right to such payments. All persons who are ultimately held liable for their actions on behalf of the Association as a Director, officer, employee or agent shall have a right of contribution over and against all other Directors, officers, employees or agents and members of the Association who participated with or benefitted from the acts which created said liability.

13.3 Enforcement. The Association and the Owners within the Property or any mortgagee on any Lot shall have the right to enforce all of the covenants, conditions, restrictions, reservations, easements, liens and charges now or hereinafter imposed by any of the provisions of this Declaration as may appertain specifically to such parties or Owners by any proceeding at law or in equity. Failure by either the Association or by any Owner or mortgagee to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of their right to do so thereafter. In the event suit or action is commenced to enforce the terms and provisions of this Declaration, the prevailing party shall be entitled to its attorney fees and costs in such suit or action to be fixed by the trial court, and in the event of an appeal, the cost of the appeal, together with reasonable attorney fees, to be set by the appellate court. In addition thereto, the Association shall be entitled to its reasonable attorney fees incurred in any enforcement activity taken to collect delinquent assessments, whether or not suit or action is filed.

13.4 Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall not affect the other provisions hereof and the same shall remain in full force and effect.

13.5 Duration. The covenants and restrictions of this Declaration shall run with and bind the land for a term of thirty-five (35) years from the date of this Declaration being recorded, after which time they shall be automatically extended for successive periods of ten (10) years, unless rescinded by a vote of at least eighty-five percent (85%) of the Owners and eighty-five percent (85%) of the first mortgagees. Provided however, amendments which do not constitute rescission of the planned community may be adopted as provided in Section 13.6. Additionally, any such rescission which affects the Common Property shall require the prior written consent of Jackson County. Provided, however, that if any of the provisions of this Declaration would violate the rule against perpetuities or any other limitation on the duration of the provisions herein contained imposed by law, then such provision shall be deemed to remain in effect only for the maximum period permitted by law or, in the event the rule against perpetuities applies, until twenty-one (21) years after the death of the last survivor of the now living descendants of NBA basketball player Shawn Kemp.

13.6 Amendment. As provided by ORS 94.590 and except as otherwise provided in Sections 13.5 and 13.1 1, and the restrictions set forth elsewhere herein, this Declaration may be amended at any time by an instrument approved by not less than eighty percent (80%) of the total votes of each class of members that are eligible to vote. Any amendment must be executed, recorded and certified as provided by law. Provided, however, that no amendment of this Declaration shall effect an amendment of the Bylaws, the Articles of Incorporation without compliance with the provisions of such documents, and the Oregon Non-Profit Corporation Act. Provided further, no amendment affecting the general plan of development or any other right of the Declarant herein contained may be effected without the express written consent of the Declarant or its successors and assigns.

An amendment shall be conclusively presumed to have been regularly adopted in compliance with all applicable procedures relating to such amendment unless an action is brought within one year after the date such amendment was recorded or the face of the recorded amendment indicates that the amendment received the approval of fewer votes than required for such approval. However, nothing in this subsection shall prevent the further amendment of an amended declaration.

13.7 Rights of Mortgagees. Any holder of a first mortgage or equivalent lien on any Lot and/or the improvements located thereon, upon written request to the Board of Directors of the Association, shall have the right to:

(1) Receive timely written notice of meetings of the Association;

(2) Receive timely written notice of any proposed abandonment, termination or contraction of this planned unit development;

(3) Receive timely written notice of any material amendment of the Declaration or the Articles of Incorporation or Bylaws of the Association;

(4) Receive timely written notice of any decision by the Association to terminate professional management and to assume self-management of the Property, if the Association previously has retained professional management services;

(5) Inspect the financial records and similar documents of the Association at reasonable intervals during normal business hours;

(6) Receive written notice of substantial damage to or destruction of any Lot and/or the improvements thereon or the Common Property and/or any improvements thereon; and

(7) Receive timely written notice of any condemnation or eminent domain proceeding affecting the Common Property or any portion thereof.

13.8 Notice of Default by Mortgagor. The Association shall give each mortgagee written notification of any default by the mortgagor of such Lot in the performance of such mortgagor's obligations under the Declaration and Bylaws which is not cured within thirty (30) days.

13.9 Prior Consent of Mortgagees. The termination of the status of the Property as a planned community, or any material amendment to this Declaration or the Bylaws of the Association shall require the prior written consent of all first mortgagees or equivalent liens on Lots and/or the improvements located thereon.

13.10 Release of Right of Control. The Declarant may give up its right of control in writing at any time by notice to the Association.

13.11 Unilateral Amendment by Declarant. The Declarant may amend this Declaration in order to comply with the requirements of the Federal Housing Administration of the United States, the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Home Mortgage Loan Corporation, any department, bureau, board, commission or agency of the United States or the State of Oregon, or any other state in which the Lots are marketed and sold, or any corporation wholly owned, directly or indirectly, by the United States or the State of Oregon, or such other state, the approval of which entity is required in order for it to insure, guarantee or provide financing in connection with development of the Property and sale of Lots. Prior to the turnover meeting, no such amendment shall require notice to or approval by any Class A member.

13.12 Resolution of Document Conflicts. In the event of a conflict among any of the provisions in the documents governing The Riverwalk Subdivision, such conflict shall be resolved by looking to the following documents in the order shown below:

(1) Declaration of Covenants, Conditions and Restrictions;
(2) Articles of Incorporation;
(3) Bylaws;
(4) Rules and Regulations.