Declaration of Covenants and Restrictions for The Riverwalk Subdivision
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. Briscoe 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 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 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 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 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.