Doc 9732

(Page 1 of 87) BK009369PGOGS9§ LIIUt'll M Riddielo:, Regiatal" Of Deed!!

Pt-ee.ented II: Recol"ded 04.-'eSIUgz 19,01,58 Book : 009368 Pe!ga : eeg95 _ 00981 DECLARATION FOR BEDFORD AT FALLS RIVER (Prepared By and Hold For: Kenneth L. Eagle, ROD 21 5) (Page 2 of 87) BK009366PG00896 ARTICLE! TABLE OF CONTENTS OF DECLARATION FOR BEDFORD AT FALLS RIVER DEFINITIONS .............................................. . .... 2 ARTICLE II THE PROPERTIES; ANNEXATION; WITHDRAWAL; SUBDIVISION DECLARUION ........................................ 11 Section I. Existing Property ............................................. 11 Section 2. Annexation of Additional Property .............................. 12 Section 3. Order of Development and Annexation . . . ............. 13 Section 4. Withdrawal of Properties from the Declaration . . . . . . . . .......... 13 Section 5. Effect of Annexation or Withdrawal . . . . . . . . . . . . . . . . . .......... 14 Section 6. Subdivision Declaration . . . . . . . . . . . . . . . . .......... 14 ARTICLE III ASSOCIATION .. 15 Section 1. Minimum List of Functions and Services ... ..................... 15 Section 2. Other Functions and Services . . . . . . . . . . . . . . .............. 17 Section 3. Storm Water Management . .. . . . . . .. .. .. .. .................. 19 Section 4. Conveyance or Dedication of Common Property ................... 21 Section 5. Mortgage and Pledge of Common Property . . . . . .......... 22 Section 6. Liability Limitations .......................................... 22 Section 7. Merger or Consolidation ....................................... 23 ARTICLE IV RIGHTS IN AND TO COMMON PROPERTY ............................. 24

.......................................... 22 Section 7. Merger or Consolidation ....................................... 23 ARTICLE IV RIGHTS IN AND TO COMMON PROPERTY ............................. 24 Section 1. Owners' Easements of Enjoyment and Access ..................... 24 Section 2. Delegation of Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 25 Section 3. Conveyance of Title to the Association ........................... 26 Section 4. Rights and Responsibilities as to Common Property Easements ...... 26 Section 5. Leases ........................ , ............................. 27 Section 6. Ingress and Egress; Utilities . . . . . . . . . . . . ................. 27 ARTICLEV MEMBERSHIP AND VOTIJ\G RIGHTS ............................ 27 Section 1. Membership ................................................. 27 (Page 3 of 87) B!ffift9 3 6ftP!70 0 B-o/7::: Table Of Contents Section2. Classes of Voting Members ..................................... 28 Section 3. Non-Voting Membership ............................... 29 Section 4o Voting Rights .. . . . . . . .............................. 29 ARTICLE VI ASSESSMENTS AND OTHER CHARGES ................................ 29 Section 1. Creation of the Lien and Personal Obligation for Assessments ....... 29 Section 2. Liability for Assessments After Change in Membership Status ....... 30 Section 3. Nature, Purpose and Use of Assessments ......................... 30 Section 4. Maximum Annual Assessment and Annual Assessment ............. 31 Section 5. Reduced Assessment Amount; Assessment Deficit. ................. 32 Section 6. Commencement of Assessments ................................. 33 Section 7o Operating Budget . . . . . .............................. 34

ent Amount; Assessment Deficit. ................. 32 Section 6. Commencement of Assessments ................................. 33 Section 7o Operating Budget . . . . . .............................. 34 Section 9. Collection of Assessments; Penalties for Late Payment .............. 35 Section 10. Special Assessments .......................................... 35 Section 11. Certification of Assessments Paid .............................. 36 Section 12. Assessment Lien and Foreclosure . . . . . . . . . . . . . . . . . 36 Section 13. Lien Priority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 37 Section 14o Exempt Property . . . . . . .. . . . . . . . . . .. . .. . . . .. . . . . . . . . . 38 Section 15o Reserve Funds .............................................. 38 Section 16. Operating Fund Assessment ................................... 38 Section 17. Additional Assessments for Limited Common Property ............ 38 Section 180 No Default Under Insured Mortgage ............................ 39 ARTICLE VII Section 1.

Section 2.

Section 3o Section 4. General Provisions .... . . 39 Property Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Liability Insurance ........................................... 41 Other Insurance .. , .................... , .. , ..... , ............. 41 Section 5. Owners' Insurance ........................................... 42 ARTICLE VIII REPAIR AND RESTORATION OF THE PROPERTIES .................... 42 Section 1. When Required .. , ............................. , .. , .......... 42 Section 2. Eminent Domain ............................ , ................ 43

OF THE PROPERTIES .................... 42 Section 1. When Required .. , ............................. , .. , .......... 42 Section 2. Eminent Domain ............................ , ................ 43 (Page 4 of 87) BK009--366PG0089S-Table Of Contents ARTICLE IX USE OF THE PROPERTIES; PROTECTION OF COMMON ELEMENTS .... 44 Section I. L"se of the Properties ........................................... 44 Section 2. Owner Liability.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Section 3. Legal Requirements. . ............................... 45 Section 4. New Construction . . . . . ............................... 45 Section 5. Rules of the Association ........................................ 45 Section 6.

Section 7.

Section 8. Temporary Structures Prohibited. . . 45 Wetlands; Neuse River Buffers. . ......................... 45 Animals. . ................................................... 46 Section 9. Antennas and Other Attachments. . ............................. 47 Section 10. Boats, etc. .................................................. 47 Section 11. Fences, Walls and Hedges ..................................... 47 Section 12. Harmful Discharges .................... , .. , ...... , .. , . , .. , .. , 47 Section 13. Home Businesses .

. . . . . . . . . . . . . . . . . . . . . . . . . . . ... 48 Section 14. Hunting; Discharge of Firearms ............................... 48 Section 15. Landscaping; Utility Lines .

. . . . . . . . . . . . . . . . . . . . . ......... 48 Section 16. Lighting. .

. . . . . . . . . . . . . . . . . . . . . . . . . ............... 49 Section 17. Mailboxes and Newspaper Tubes. . . . . . . ............... 49 Section 18. Motorized Vehicles; On-Street Parking. .

g. .

. . . . . . . . . . . . . . . . . . . . . . . . . ............... 49 Section 17. Mailboxes and Newspaper Tubes. . . . . . . ............... 49 Section 18. Motorized Vehicles; On-Street Parking. .

. . . . . . . . ...... 49 Section 19. Noises . . . . . . . . . . . . . . . . . ......... , ..... , ......... 50 Section 20. Nuisance and Other Matters ................................... 50 Section 21. Obstructions, etc. .

. . . . ............. , ................... 51 Section 22. Prohibition on Use for Streets. . ................................ 51 Section 23. Restricted Actions by Owners. . ................................ 52 Section 24. Restrictions on Rental of DweDings. . ........................... 52 Section 25. Sewer Systems ............. , ................................. 52 Section 26. Signs ............................................... _ . . 52 Section 27. Soil Erosion Control. .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Section 28. Tree Cutting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ....... 53 Section 29. Utility Yards ...................................... _ . . . . . . . . 53 Section 30. Water Systems , ............................................. 54 Section 31. Exclusion for Declarant and Builders . . . . . . . . . . . . . . . . . ..... 54 ARTICLE X ARCHITECTURAL APPROVAL .................................... 54 Section 1. Architectural Review Committee- Jurisdiction and Purpose ......... 54 Section 2. Composition and Duration. . ................................... 55 Section 3. Procedure. . . . . . . . . . . . . . . . . ......................... 55 Section 4. Completion of Construction. . .................................. 58 (Page 5 of 87)

n 3. Procedure. . . . . . . . . . . . . . . . . ......................... 55 Section 4. Completion of Construction. . .................................. 58 (Page 5 of 87) -------- -----BK009366PS00899 ---------------------Table Of Contents Section 5.

Scdion 6.

Section 7. Compensation. . .............................................. 5 K Limitation of Liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...... 58 Violation; Enforcement ........................................ 58 ARTICLE XI EASEMENTS ................................................ . '59 Section 1. Easements Rcscnred by Declarant . . . . . . . . . . . . . . . . . . . . . ... 59 Section 2. Easements Resenred for the Association .......................... 60 Section 3. Easement Reserved for the City and Public Utilities ................ 61 Section 4. Easements Shown On Recorded Plats ............................ 61 Section 5. Easement for Encroachments ....................... 62 Section 6. Restriction on Easements ...................................... 62 ARTICLE XII OWNER AND SUB-ASSOCIATION MAINTENANCE RESPONSIBILITIES .. 62 Section 1. Duty to Maintain .................................... . .. .. .. '62 ...... '63 .. .... '64 Section 2. Enforcement . . . . . . . . ........................ .

Section 3. Unimproved Portions of the Properties. . .......... .

ARTICLE XIII MORTGAGEES .... 64 Section I. Notice to Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... 64 Section 2. Requirements ofl\tlortgagee . . . . . . . . . . . . . . . . . . . . . . . . ........ 64 Section 3. Obligation of Association to l\tlortgagees . . ............. 64 Section 4. Mortgagees Not Obligated to Collect Assessments ........... _ ...... 65 ARTICLE XIV

. . . . . . . . . ........ 64 Section 3. Obligation of Association to l\tlortgagees . . ............. 64 Section 4. Mortgagees Not Obligated to Collect Assessments ........... _ ...... 65 ARTICLE XIV AMEI'iDME:>IT OF DECLARATION ................ .

Section 1. Amendment by Declarant ........................ .

Section 2. Amendment by the Members ............ .

Section 3. Prohibited Effects of Amendment ................. .

ARTICLE XV .. ........ 66 .. ..... ' .. 66 . . 66 .. ' .. '' '67 DURATION OF DECLARATION; DISSOLUTION OF ASSOCIATION ....... 68 Section 1. Duration _ . .. ... '.'' ... 68 Section 2. Dissolution of the Association ................... . .. ' .... '' ... 68 Section 3. Termination or Dissolution During Declarant Control Period ........ 70 (Page 6 of 87) BK009366PCGG900 --------Table Of Contents ARTICLE XVI COMMERCIAL PROPERTY .................................... 70 ARTICLE XVII RALEIGH CITY CODE REQUIREMENTS ........................ 70 Se<tioo I. Applicability .............. . .............. 70 Section 2. Party Walls ............... . . .......... 71 Section 3. Private Streets . . . . . . . . . . . . . . . ...................... 72 Section 4. City of Raleigh Greenways . . . ................................. 72 ARTICLE XVIII GENERAL PROVISIONS ........................ 73 Section 1. Enforcement Section 2. Severability of Provisions .... . 73 . 73 Section 3. Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 Section 4. Titles ....................................................... 7 4 Section 5. Number and Gender .......................................... 74 Section 6. No Exemption . . . . . . . . . . . . . . . . . . . . . . ... 74

.............................................. 7 4 Section 5. Number and Gender .......................................... 74 Section 6. No Exemption . . . . . . . . . . . . . . . . . . . . . . ... 74 Section 7. Subdivision, Combination of Lots; Plat Re-recording ............... 75 Section 8. Changes in Planned Development Conditional Use Overlay District and/or Cluster Unit Development Plan ........................ 75 Section 9. Association Contracts and Leases During Declarant Control Period .. 75 Section 10. Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... 76 Section 11. Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 76 Section 12. Costs and Reasonable Attorneys' Fees . . . . . . . . . . . . . . . . . 76 Section 13. Rule Against Perpetuities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 76 Section 14. Reserved Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 Section 15. Legal Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... 77 Section 16. Marketable Title Act. ..... , ........ , . . . . . . . . . . . . .. , . 77 EXIIIBIT A ................................................................ 79 EXHIBIT B ................................................................. 80 (Page 7 of 87) BK009366PG00901 STATE OF NORTH CAROLINA COUNTY OF WAKE DECLARATION FOR BEDFORD AT FALLS RlVER THIS DECLARATION FOR BEDFORD AT FALLS RlVER is made on the date hereinafter set forth by BRANDYWINE, L.L.C., a Virginia Limited Liability Company, doing business in ~orth Carolina as BRANDYWINE OF VIRGINIA, L.L.C. (hereinafter referred to as "Declarant"): WI T'l ESSE T H:

ter set forth by BRANDYWINE, L.L.C., a Virginia Limited Liability Company, doing business in ~orth Carolina as BRANDYWINE OF VIRGINIA, L.L.C. (hereinafter referred to as "Declarant"): WI T'l ESSE T H: WHEREAS, Declarant is the owner of approximately 620 acres of real property located in the City of Raleigh, Neuse Tmmship, Wake County, North Carolina, which property is more fully described in the deeds recorded in Book 8795, Page 2671 and Book 8795, Page 2666, Wake County Registry; AND WHEREAS, Declarant intends to develop such real property, together with any additional real property subjected (or annexed, those tenns being used interchangeably herein) to the Declaration, all of such real property being referred to herein as the "Properties", into a mixed-use planned conununity to be known as BEDFORD AT FALLS RIVER (herein sometimes referred to as "Bedford'' or the "Community" or the "Subdivision"), which may contain single-family attached and detached dwelling units, multifamily dwelling units, retail, connnercial and/or office facilities to serve the Community, open space and recreational facilities, and other uses consistent with the zoning of the Properties; AND WHEREAS, Declarant desires to provide for the maintenance and upkeep of certain common area within the Community, to provide for enforcement of covenants and restrictions applicable to the Community and to provide a vehicle for ensuring that storm water drainage systems and facilities within the Community are properly maintained, and, to that end, desires to subject the property within the Community to the covenants, conditions, restrictions, easements, charges and liens hereinafter set forth, each and all of which is and are for the benefit of the Properties and each owner thereof; WHEREAS,

nity to the covenants, conditions, restrictions, easements, charges and liens hereinafter set forth, each and all of which is and are for the benefit of the Properties and each owner thereof; WHEREAS, Declarant has deemed it advisable to create an organization to ovm: maintain and administer certain common area, to administer and enforce covenants and restrictions applicable to the Community, and to collect and disburse the assessments and charges hereinafter created, and Declamnt has therefore incorporated under North Carolina law as a nonprofit corporation, the BEDFORD AT FALLS RIVER MASTER ASSOCIATION, Il'iC., for the purpose of exercising the aforesaid functions; NOW, THEREFORE, Declarant hereby declares that the real property described in EXHIBIT A attached hereto and made a part hereof and such additions thereto as may hereafter be made pursuant to Article llhereot: is and shall be owned, held, transferred, sold, conveyed, used and occupied subject to the covenants, conditions, restrictions, easements, charges and liens set forth in (Page 8 of 87) B!ffi09366PG00902 Declaration Por Bedford At Falls River Page2 the Declaration, which slmllrun with such real property and be binding on all parties owning any successors and assigns, and shall inure to the benefit of each owner thereof.

ARTICLE I DEFINITIONS t'he following words and terms, when used in the Declaration or any amendment hereto, or any Supplemental Declaration, unless amended or unless the context clearly indicates otherwise, arc defined as follows (when these and other defined words or tenus herein have an initial capital letter

ny Supplemental Declaration, unless amended or unless the context clearly indicates otherwise, arc defined as follows (when these and other defined words or tenus herein have an initial capital letter or letters~ their use in the Declaration has the defined meaning only when used with the same initial capital letter or letters,). Terms and words used herein without defmition shall have the meanings, if any, specified therefor in the "Definitions" section of the Act or, if not defined in the Act, in the "Definitions" section of the Nonprofit Corporation Act, and, in the event of any conflict between the definitions contained herein and the definitions contained in the Act or the Nonprofit Corporation Act, the Act or Nonprofit Corporation Act, as appropriate, shall control: (a) ""Act" is defined as Chapter 47F of the North Carolina General Statutes, known as the North Carolina Planned Community Act, as from time to time amended.

(b) ''Apartment Unit" is defined as a Dwelling Unit in a building located on a portion of the Properties that contains one or more other Apartment Units, and which Apartment Units have been approved as Apartment Units by Approved Plans and primarily are occupied or intended for occupancy by tenants or sub-tenants of the Owner of the building in v,rhich such Apartment Units are located. Provided, however, the foregoing definition shall not preclude the Owner of the Development Parcel on which the Apartment Units are located from living in an Apartment Unit.

Typically, when a portion of the Properties is developed into Apartment Units, it will consist of multiple buildings, each containing one or more Apartment Units.

(c) ''Articles" is defined as the Articles of Incorporation of the Associatioi4 including all duly adopted amendments thereto.

nsist of multiple buildings, each containing one or more Apartment Units.

(c) ''Articles" is defined as the Articles of Incorporation of the Associatioi4 including all duly adopted amendments thereto.

(d) "Association" is defmed as the BEDFORD AT FALLS RIVER MASTER ASSOCIATION, INC., a North Carolina nonprofit corporation, its successors and assigns.

(e) "Board" is defined as the Board of Directors of the Association. and is the "Executive board" as defined in the Act. The Board is responsible for the management and administration of the Association. Unless reserved by or for the Declarant in the Declaration, other Governing (f:'.kear;telbcdt0rdlde::;2) (Page 9 of 87) BK009366PG00903 Declaration for Bedford 1\t Falls River Pagc3 Documents or applicable Legal Requirements, all rights, powers, easements, functiom, services, obligations and duties of the Association may be pcrfom1cd or directed by the Board on behalf of the Association.

(f) "Builder" is ddined as a Person, other than the Declarant, who regularly is in the business of constructing Dwdlings for resale to uther Persons, and who purchases or becomes the Ovm.er of one or more Lots or Devdopmenl Parcels within the Community for the purpose of constructing thereon one or more Dwellings for resale to other Persons. "Builders" shall mean and refer to all such person.•:; or entities.

(g) !!Bylaws" is defined as the Bylaws of the Association as they may now or hereafter exist, including all duly adopted amendments thereto.

(h) "City" is defined as the City of Raleigh, North Carolina, the County of Wake, North Carolina~ the State of North Carolina, the United States of America and all other govenunental entities and quasi-governmental entities that have jurisdiction over the Properties, whichever

ake, North Carolina~ the State of North Carolina, the United States of America and all other govenunental entities and quasi-governmental entities that have jurisdiction over the Properties, whichever governmental entity or entities is/are applicable.

(i) "Common Property'' and "'Common Area" is defined as (i) all real property and Improvements thereon 0\Vned in fee by the Association for the common use, enjoyment or benefit of the Members of the Association, and (ii) all rights and easements of the Association in, on, under and to any real property not owned in fee by the Association, together \Vith all Improvements on such real property that are owned or maintained by the Association, each such easement or right also being referred to herein as a "Common Property Easement". Common Property generally will be established either by a plat or map recorded in the \Vake County Registry and identified on such plat or map as '"Common Area", "Common Property", "Open Space", "Private Open Space", ""Landscape Easement", "Sign Easemenf', "'Street Island", or some other similarly descriptive term, or by an instrument conveying real property or an easement or right therein to the Association (t)pically, an instrument granted to or reserved by or on behalf of the Association or by or on behalf of the Declarant for later transfer or assignment to the Association, for the use, enjoyment or benefit of the Members or the Properties). This definition of Common Property also includes Limited Common Property, which is a sub-classification of Common Property. All Common Property shall be maintained by the Association as provided herein.

Common Property also includes all other property and Improvements, if any, required to be

ssification of Common Property. All Common Property shall be maintained by the Association as provided herein.

Common Property also includes all other property and Improvements, if any, required to be included as such by the Raleigh City Code (the "Code''), as the same may be amended from time to time. As of the date of the Declaration, Conunon Area is defmed in Section 10-3003 of the Code as follows: (Page 10 of 87) BK009366PG00904 ------------------Declaration For Bedford At Falls River Page4 "Property intended for the use and benefit of the residents of a particular development; common areas include: (1) any private street, (2) any storm water device that serves more than one (1) dwelling unit, (3) any utility line located outside public street rights-of-way and public utility easements, and not located on an individual lot, (4) any site or tacilit)' designated a common area on any recorded plat or in any declaration of covenant, and ( 5) any City Code required shared facility or open space."

Provided, however, all real property, private streets and private utility lines ovmed by, or under the jurisdiction of, a Sub-Association are Sub-Association Common Properly as defined herein and are not the Common Property of the Association.

G) ''Common Expenses" is defined as: (i) expenses of maintenance of Common Property_, including repair, restoration and replacement thereat: (ii) ad valorem taxes and public assessments, if any, levied against the Common Property or other asset<; of the Association (but specifically excluding ad valorem taxes on real property on, under or over which the Association has an casement or other similar right of use); (iii) premiums for hazard, liability and other insurance

pecifically excluding ad valorem taxes on real property on, under or over which the Association has an casement or other similar right of use); (iii) premiums for hazard, liability and other insurance insuring the Common Property or Association, its officers, directors and employees, if any; (iv) fees and cxpcru:;cs of attorneys, accountants, and other persons and entities employed by the Association for Association business; (v) expenses declared to be or described as Common Expenses by the or by the Yfembers to be Common Expenses; and (vii) all other expenses incurred by the Association in performing its functions and providing services under the Governing Documents and Legal Requirements, inducting operating, managemenL and administrative expenses.

(k) "Condominium~' is detlned as a portion of the Properties on which a condominium has been created pursuant to the North Carolina Condominium Act (Chapter47C of the North Carolina General Statutes, as amended from time to time).

(l) "Condominium Unit" is defined as a physical portion of a Condominium designated for separate ovvnership or occupancy. See N.C.G.S. § 47C-1-103(25).

(m) 11Declarant" is defined as BRA.l\DYWINE, L.L.C., a Virginia limited liability delegates the rights and obligations of Declarant under the Declaration by an assignment of Declarant's rights recorded in the Wake County Registry.

of the Declaration and ending on the date on which the first of the follmving occurs: (Page 11 of 87)

of the Declaration and ending on the date on which the first of the follmving occurs: (Page 11 of 87) BK0093eePG0090s Declaration For Bedford At Falls River Page 5 (1) the later of5:00 p.m. on: (i) the date that is ten (10) years after the date on which the Declaration is recorded, or (ii) the daLe that is five (5) years after the date of recording of the most recent Supplemental Declaration executed by the Declarant subjecting real property to the Declaration; provided, however, that, noh.vithstanding the provisions of subparagraph (ii) below, once the Declarant Control Period has ended as a result of the expiration of one of the tOregoing time periods, the recording thereaH.er of a Supplemental Declaration adding property to the Declaration shall not reinstate the Declarant Control Period. Notwithstanding the foregoing, if Declarant is delayed in the development of the Community tJs fl result of a sanitary s~wer, water or building permit moratorium, or as the result of some other cause or event beyond Declarant's control, then the applicable time period shall be extended by the amount of time of the delay, up to a maximum total extension time of three (3) years; or (2) subject to the provisions of Article V of the Declaration, the date on which the total number of votes entitled to be cast by the Class A Members other than Builders equals the total numher of votes entitled to be cast by the Class B Member and the Builders; provided, however, that the Class B membership shall be reinstated automatically from time to time as Declarant acquires suilicient additional votes through annexation of additional real

the Builders; provided, however, that the Class B membership shall be reinstated automatically from time to time as Declarant acquires suilicient additional votes through annexation of additional real property to the Declaration .such that the total number of votes entitled to be cast by Declmant and the Builders exceeds the total number of votes entitled to be cast by the Class A members other than Builders; or (3) voluntary termination of the Class B membership by a written instrument executed by Declarant and recorded in the Registry.

( o) "Declaration" is defined as this "Declaration For Bedford At Falls River", and including all duly adopted amendments hereto.

(p) "Development Parcel" is defined a.s any portion of the Prope1ties that is owned by a Person other than the Declarant and is not a Lot or Exempt Property_ The Owner of a Development Parcel, within fifteen (15) days after recording any plat of any portion of a Development Parcel that subdivides it into Lots or othenvise, shall provide a copy of such recorded plat (including plats related to the establishment of a Condominium) to the Association and, during the Declarant Control Period, to the Declarant. Typically, when a Development Parcel is improved without being subdivided into Lots on which detached or attached Dwellings are to be constructed, it will consist of a Condominium or contain buildings in which Apartment Units are located.

(Page 12 of 87) BK009366PG00906 Declaration For Bedford At Falls River Page 6 Properties which is used or occupied, or intended for u~e or occupancy, as a residence by an

ls River Page 6 Properties which is used or occupied, or intended for u~e or occupancy, as a residence by an and specifically shall include detached dwellings located on separate Lots, attached dwdlings located on separate Lots (for example, townhomes, in which more than one Dwelling may be located in a single building, but each Dwelling is on a separate Lot under Legal Requirements), Apartment Units, ~md Condominium Units. A detached dwelling, an attached dwelling, an Aparlmcnt Unit or Condominium Unit shall be deemed 1o constitute a Dwelling upon issuance of a certificate of occupancy therefOr.

following categories: (1) Common Property: (2) Sub-Association Common Property; (3) property owned by, or dedicated to and accepted by the City or a utility, including property within the right-of-way of publicly-dedicated street::; and roads; ( 4) property m.vned by a charitable or nonprofi1 organization exempt from taxacion by the laws of the State ofl\1orth Carolina, unless it contains a Dwelling used as a residence.

Exempt Property shall not be subject to the a_o;;sessments provided for here1n, and the Owner of such Exempt Property shall have no voting rights in the Association based on ownership of such Exempt Property. Furthermore, unless and until such time, if any, as it loses its Exempt status, all Exempt Property owned by the City or a utility provider, and all Exempt Property within publicly­

h Exempt Property. Furthermore, unless and until such time, if any, as it loses its Exempt status, all Exempt Property owned by the City or a utility provider, and all Exempt Property within publicly­ dedicated street rights-of.·.,vay, shall be exempt from all of the provisions of the Declaration, except for any easements over such Exempt Property reserved in tl1e Declaration by or for the Declarant, the Association, the City or any olher Person.

street right-of-way that has been closed as a public street, property formerly owned by the City which has been conveyed to an Owner. Exempt Property conveyed by a tax-exempt charitable or nonprofit organization to a non-tax -exempt person or organization) shall be reclassified a.<:; a Lot, Development Parcel or Unsubdivided Land, as appropriate, and shall be subject to all of the terms and provisions of the Declaration in the same manner and 1o the tiame extent as otht-'1' Lots, Development Parcels or Unsubdivided Land.

(Page 13 of 87) Declaration For Bedford At Falls River Page7 (s) "Governing Documents" is defined as the Declaration, the Articles ofincorporation, the Bylaws, and all applicable Supplemental Declarations and Subdivision Declarations.

(t) "'Improvement" or "'improvement" is defined as any improvement of or on any portion 'of the Properties, including Dwellings and other structures (specifically including exterior materialst colors, size, location and architectural style of same), decks, patios, driveways, motor vehicle parking areas, storage areas located outside of a Dwelling, recreational areas, equipment and facilities located

ize, location and architectural style of same), decks, patios, driveways, motor vehicle parking areas, storage areas located outside of a Dwelling, recreational areas, equipment and facilities located outside of a Dwelling, mailboxes, exterior antennae, dishes and other apparatus to receh•e or transmit radio, television or mic-rowave or other signals, fences, walls, landscaping, poles, flags and other outdoor decorative items, ponds, lakes, clearing, grading and other site preparation, swimming pools, exterior lights, signs located outside of a Dwelling, and all other exterior improvements. The definition of Improvements includes both initial Improvements and all subsequent alterations, changes and additions to same. "Initial Improvements" is defined as all of the Improvements constructed or placed on any Parcel of the Properties in accordance with Approved Plans at the time of issuance of a certificate of occupancy for the Dwellings or buildings thereon.

(u) "include" or "including" is defined as being inclusive of, but not limited to, the particular cxamplc(s) desCiibcd, unless otherv.rise clearly obvious from the context.

regulation or requirement of the United States of America, the State of North Carolina, the City of Raleigh~ Nortb Carolina, the County of Wake, North Carolina, or any other governmental entity or quasi-governmental entity or agency having jurisdiction over the Properties, including any branch, department or division of any of the foregoing governmental and quasi-governmental entities.

(w) "Limited Common Property" and '"'Limited Common Area" are defined as Common

ties, including any branch, department or division of any of the foregoing governmental and quasi-governmental entities.

(w) "Limited Common Property" and '"'Limited Common Area" are defined as Common Property that is established by the Declarant or the Association for the benefit of a particular phase, section, subdivision, Development Parcel or Lot within the Community and which has been designated as such by the Declarant or the Association. Limited Common Property is separate and distinct from Sub-Association Common Property. Examples ofLimited Common Property include landscaped medians and alleys behind Dwellings in particulars sections of the Community.

(x) "Limited Common Expenses" is defined as all expenses of the type included within the term Common Expenses, but that are related solely and specifically to Limited Common Property.

Limited Common Expenses shall be paid by assessments against Members who own, or who own propeny within, the particular phase, section or subdivision, Development Parcel or Lot for or on which rhe associated Limited Common Property has been established.

(Page 14 of 87) Declaration For Bedford At Falls River Page 8 (y) 11Lot" is defined as any portion of the Properties with delineated boundary lines, as shown on a plat recorded in the Registry or as physically existing thereon (for example, an Apartment Unit), that is intended for construction of a Dwelling thereon, or on which a Dwelling has been constructed.

With respect to a detached Dwelling or an attached Dwelling, a portion of the Properties typically becomes a Lot upon the recording of a plat. With respect to a Condominium Unit, it becomes a Lot

ted.

With respect to a detached Dwelling or an attached Dwelling, a portion of the Properties typically becomes a Lot upon the recording of a plat. With respect to a Condominium Unit, it becomes a Lot when the Condominium plat and plans are recorded. With respect to an Apartment Unit, it becomes a Lot when it becomes a Dwelling as defined herein. Solely for the purpose of establishing an Owner of a Development Parcel or the Declarant, as the Ov-.ner ofUnsubdivided Land, as a Member of the Association v,.ith respect to such portions of the Property, this definition of lot also includes a Development Parcel and Unsubdivided Land (lUlder Section 47F-3-101 of the Act, "the membership of the Association shall at all times consist exclusively of the lot owners"); otherwise, Development Parcels and Unsubdivided Land constitute different forms of portions of the Properties under the Declaration. In the event that any Lot is increased or decreased in size by recombination or re-subdivision through the recording of anew plat, the newly platted lot thereafter shall constitute a Lot.

(z) "maintain", "maintaining'', "maintenance" or any substantially similar term used in the Declaration, is defined to include any one or more of the following, as the context requires: acquisition~ purchase, construction, re-construction, installation, maintenance, upkeep, cleaning, renewal, alteration, repair, replacement, repainting, remodeling, restoration, removal, improvement.

administration, operation, use, planting, movving, cutting, trimming, pruning, fertilizing, watering and preservation.

(aa) ""Master Plan" is defined as the most current version of the drawing approved by the Declarant that depicts the conceptual plan for development of the Properties. If there is any conflict

vation.

(aa) ""Master Plan" is defined as the most current version of the drawing approved by the Declarant that depicts the conceptual plan for development of the Properties. If there is any conflict between the Master Plan and a Subdivision Plan, the Subdivision Plan shall controL (bb) 11Member" is defined as each Person who or which holds membership in the Association.

(cc) "mortgage" or "deed of trust" (the terms being used interchangeably herein) is defined as any mortgage, deed of trust or other instrument that creates a security interest in real property, and includes all acts required to create such security interest.

(dd) "Mortgagee" means an institutional lender (including any of the following: commercial b~ savings bank, savings and loan association, trust company. credit unio11: industrial loan association, insurance company, pension fund or business trust, including real estate investment trust, any other lender regularly engaged in financing the purchase, construction or improvement of real estate, or any assignee ofloans made by such lender, or any combination of any of the foregoing (Page 15 of 87) BK009366PG00909 Declamtion ror Bedford At Falls River Page9 entities) which holds a first lien deed of trust encumbering a Lot. Only for the purposes of the notice and inspection rights conlained in the Declaration in the portions hereof dealing specifically with Mortgagees, amendment of the Declaralion and termination of the Declaration, the term "Mortgagee'~ also shall include the Federal Housing Administration (FHA), the Federal Home Loan Mortgage Corporation (I'HLMC), the Federal National Mortgage Association (FKMA), the DepartmentofVeterans Affairs (VA), the Government National Mortgage Association (GNMA) and

), the Federal Home Loan Mortgage Corporation (I'HLMC), the Federal National Mortgage Association (FKMA), the DepartmentofVeterans Affairs (VA), the Government National Mortgage Association (GNMA) and any other public or private secondary mortgage market agency participating in purchasing, guaranteeing or insuring Mortgages which has notified the Board of such participation in writing (each of whom generically is referred to herein as a "Secondary Mortgage :\1arket Agency''). Where the approval of Mortgagees is required, such approval consists of any one or more of the following: (i) written approval; (ii) any vvritten waiver of approval rights; (iii) a letter stating no objection; or (iv) presumptive approval if a Mortgagee does not respond to a notice from the Association requesting approval by notifYing the Association, in the manner required herein for giving notices, within thirty (30) days after the Association gives notice to the Mortgagee of the request for approval.

( ee) "Nonprofit Corporation Act" is defined as the "North Carolina Nonprofit Corporation Acf', currently contained in Chapter 55 A of the North Carolina General Statutes, and including all amendments, supplements and replacements thereof as enacted from time to time.

(ff) ''Owner" is defined as the owner of record, whether one or more Persons, of fee simple title to any portion of the Properties, including contract sellers and owners of an equity of redemption, but excluding those h1:1ving an interest as a rc~mlt of a contract to purchase, option to purchase, or as security fOr the performance of an obligation.

(gg) "Parcel", as that term is used herein, includes and refers to a tract of Unsubdivided Land, a Development Parcel, or a Lot.

ption to purchase, or as security fOr the performance of an obligation.

(gg) "Parcel", as that term is used herein, includes and refers to a tract of Unsubdivided Land, a Development Parcel, or a Lot.

(hh) "Person" is defined to include any natural person, corporation, business trust, estate, trusL, partnership, limited liability company, association, joint venture or other legal or commercial entity.

(ii) "Plans" is defined as the plans and specifications for a proposed Improvement sho'"ing (where applicable) the size, shape, dimensions, materials, exterior finishes and colors, location on the applicable portion of the Properties, driveway, parking areas, provisions for storm water drainage, decorative landscape planting and other decorative landscaping features. floor plans and elevations, and other items specified from time to time in any applicable architectural guidelines.

"Approved Plans" are Plans that have been approved by the Architectural Review Committee (or by the Board, on appeal from the Architectural Review Committee).

(Page 16 of 87) BK009366PS00910 Declaration For Bedford At Falls River Page to l]j) "Properties" is detined as the real property described in Exhibit A to the Declaration and any additional property atmexed pursuant to Article 11 of the Declaration.

(kk) "Raleigh City Code" is detined as the ordinances of the City ofRaleigh, North Carolina, that exist from time to time, and including the rules and regulations adopted pursuant to such ordinances.

(11) "Recreational Amenities" shall mean lhose purlions of the Common Property on which a swimming pool, tennis courts, volleyball courts, tot lots, trails, parks and/or other recreational

ordinances.

(11) "Recreational Amenities" shall mean lhose purlions of the Common Property on which a swimming pool, tennis courts, volleyball courts, tot lots, trails, parks and/or other recreational facilities, including associated parking and other improvements, have been constructed or placed for use by the Class A Members and their family members, tenants and guests as provided herein, and for use by Recreational Users as proviJeJ herein.

(mm) .. Recreational User" is delineJ as each natural Person, other than a Class A Member (and such Class A Member's family members, tenants and guest) who, subject to rules, regulations and fees adopted by the Board, has been granted the right to use the Recreational Amenities. A Recreational User shall have no voting rights in the Association, but a Recreational User shall be subject to all oHhe rules and regulations for use of the Recreational Amenities applicable to Owners, as well as any additional rules and regulations adopted from time to time by the Association.

(nn) "Registry" is defmed as the office of the Register of Deeds for Wake County, Korth Carolina, or any successor office in which deeds, plats, easements, mortgages and deeds of trust are recorded.

(oo) "Sub-Association" is defined as an entity organized for the purpose of owning, managing and/or maintaining that Sub-Association's Common Property (including, with regard to association in a townhome development or condominium. Assessments imposed upon the Members of the Association by the documents establishing or governing a Sub-Association or subjecting an applicable portion of the Properties thereto shall be in addition to, and not in lieu of, assessments

s of the Association by the documents establishing or governing a Sub-Association or subjecting an applicable portion of the Properties thereto shall be in addition to, and not in lieu of, assessments imposed upon such Members by the Declaration.

(pp) "Sub-Association Common Property" und ~'Sub-Association Common Area" are defined as portions of the Properties owned or maintained by a Sub-Association for the use, enjoyment and/or benefits of its members. All private streets and open space owned by, or under the jurisdiction of, a Sub-Association are Sub-Association Common Property. "Sub-Association Association Common Property that is established for the benefit of a particular phase, section, (f:l.keaglelbedfurd\dec2) (Page 17 of 87) BK009366PG00911 Declaration For BedtOrd At Falls River Page ll subdivision, or portion ofthat portion of the Properties subject to the jurisdiction of the Sub-Association.

(qq) ~'Subdivision Plan" is defined as the most current development plan approved by the City for the applicable portion of the Properties, as evidenced by a plat recorded in the Registry.

(rr) ""Unsubdivided Land" is defined as all portions ofthe Properties ovmed by the Declarant and which are not Lots or Exempt Property. After the end of the Declarant Control Period, all UnsubJivided Land shall be lrealell in the same manner as Development Parcels for purposes of assessments and voting under the Declaration.

(ss) "'utility" ur "public utility'' (the terms being used interchangeably herein) is defined as any one or more of the following used in any part or all of the Properties: electricity; telephone;

on.

(ss) "'utility" ur "public utility'' (the terms being used interchangeably herein) is defined as any one or more of the following used in any part or all of the Properties: electricity; telephone; Internet service; water; sanitary sewer; natural gas; television; and any other service or facility gent--rally recognized as a public utility or determined to be a public utillty by the Developer (during the Declarant Control Period, and thereafter, by the Board); "utility provider" or "public utility provider" (the terms being used interchangeably herein) is defined as the Person who provides a ulility to any part or all of the Properties.

(tt) "utility apartment" is defined as a portion of a Dwelling Unit that complies with all of the following req uiremcnts: (i) it physically is patt of the Dwelling Unit or part of a garage attached to or detached from the Dwelling Unit; (li) it is occupied by a Person or family unit other than the Person or family unit that occupies the Dwelling Unit of which it is a part; (iii) the utility apartment conlains a £loor area not in excess of 114 of the gross t1oor area of the Dwelling Unit, exclusive of the utility apartment (for example, if the Dwelling Unit contains 2,000 square feet, the utility apartment may contain a maximum ofSOO square feet); and (iv) the utility apartment complies with all Legal Requirements.

ARTICLE II THE PROPERTIES; ANNEXATION; WITHDRAWAL; SUBDIVISION DECLARATION Section 1. F.xistingProperly. The real property which is and shall be held, transferred, sold, conveyed, used and occupied subject to the Declaration, and which is within the jurisdiction of the Association, is described on Exhibit A attached hereto, and constitutes the Properties at the time of the recording of the Declaration.

to the Declaration, and which is within the jurisdiction of the Association, is described on Exhibit A attached hereto, and constitutes the Properties at the time of the recording of the Declaration.

(Page 18 of 87) BK009366PG00912 Section 2. Annexation of Additional Property, Declaration For D~::dford At falls River Page 12 (a) Annexation by the Declarant. At any time before the end of the Declarant Control Period, uny p1:1rt or all of the real property described in Exbibit R to the Declaration (hereinafter the "Exhibit B Property") may be annexed to the Declaration by the Declarant without the consent ofthe Mernhers hy the recording of a plat showing the portion oftl1e Exhibit B Property to be annexed and of a "Supplemental Declaration" extending the operation and effect of the Declaration thereto. Any or all of the Exhibit B Property may be annexed and subjected to the Declaration as one parcel or as several parcels at different times. Nothing here shall be deemed to require the Declarant to annex any part or ail of the Exhibit B Property.

(b) Other Annexation. Ifthe Declamnt desires to armex real property to the Declaration that is not of a type described in the immediately preceding subsection, or if the Declarant desires to arm ex real property to the Declaration after the end of the Declarant Control Period, or if a Person other than the Declarant desires to annex real property to the Declaration, such real property may be annexed to the Declaration only by the affmnative vote of sixty-seven percent (67%) or more of the votes cast by the Members present at a du1y called meeting of the Association (and, during the Declarant Control Period, including a majority of the votes cast at such duly called meeting of the

f the votes cast by the Members present at a du1y called meeting of the Association (and, during the Declarant Control Period, including a majority of the votes cast at such duly called meeting of the Association by the Members other than the Declarant), and the recording in the Registry of a Supplemental Declaration signed by the owner of such real property, the appropriate officers of the Association certifying lhe required meeting and vote, and by tl1e Declarant during the Declarant Control Period.

(c) Conditions of Annexation. Any real property to be annexed to the Declaration must be contiguous (which term includes on the opposite side of a street right of way) to some portion of the Properties already subject to the Declaration. All annexations of real property to the Declaration, if required by !.ega{ Requirements, must be approved by the City of Raleigh, the Federal Housing Administration and/or Veterans Administration.

(d) Supplemental Declaration. Each Supplemental Declaration shall be efiective to annex real property to the Declaration only upon obtaining all approvals required by the Declaration and upon its recording in the Registry, and the effective date of such annexation shall be the later of the date specified therein, if any, or the date of recording. Each Supplemental Declaration shall describe the real property armexed and shall reference the Declaration. A Supplemental Declaration need not be in any specific fom1 and need not be tilled Supplemental Declaration (for example, it may be contained in a deed from the Declarant conveying the real property being armexed), but it shall clearly indicate the intention to subject such real property to the Declaration. Any Supplemental

may be contained in a deed from the Declarant conveying the real property being armexed), but it shall clearly indicate the intention to subject such real property to the Declaration. Any Supplemental Declaration may specifY such use restrictions and may contain such other terms, covenants, restrictions, easements, affinnative obligations, assessments, charges and liens, not inconsistent with (Page 19 of 87) BK009366PG00913 Decbration For Bedford At Falls River Page 13 the Declaration, as the Person annexing such real property to the Declaration may determine, which provisions may be more~ but not less, restrictive than the provisions of the Declaration. Except for such more restrictive provisions, the Declaration shall control over any provision of any Supplemental Declaration that conflicts or is inconsistent with the Declaration.

(e) Class B Votes Attributable to Armexed Property. The annexation of Class 13 Property a Master Plan for the annexed property approved by the City of Raleigh, the additional nwnber of Class B votes attributable thereto shall be equal to the number of residential units approved for such annexed property multiplied by three; (ii) provided, however, if a Subdivision Plan is approved for any part or all of such annexed property, and the number of approved residential units under the Subdivision Plan is different from the number of residential units approved for such portion of the annexed property under the Master Plan, the number of Class B votes shall be adjusted in accordance \:vith the Subdivision Plan. Until such time as there is a Master Plan or Subdivision Plan approved

annexed property under the Master Plan, the number of Class B votes shall be adjusted in accordance \:vith the Subdivision Plan. Until such time as there is a Master Plan or Subdivision Plan approved for the annexed property, there shall be no Class B votes tOr such annexed property.

(f) Conveyance of Common Property in Annexed Property. Prior to the conveyance of the first Lot or Dwelling Unit within any newly annexed property to any Person other than a Builder, the owner of the annexed property shall convey to the Association all Common Property, if any, located \Vithin the newly annexed pro petty. Title to such Common Property shall be conveyed in the same manner as set forth in Section 3 of Article IV of the Declaration.

Section 3. Order of Development and Annexation. It is the Declarant's intent to develop the Properties it owns in accordance with the Master Plan, as modified from time to time.

Provided, however, but subject to applicable Legal Requirements, the Master Plan shall not obligate the Declarant to develop any particular portion of the Properties now or in the future, the Declarant shall not be required to follow any particular sequence or order of development of the Properties, and the Declarant may annex or consent to annex additional real property to the Declaration before completing development of the portion of the Properties previously subjected to the DeclaraUon.

Section 4. Withdrawal of Properties from the Declaration.

(a) At any time and from time to time during the Declarant Control Period the Declarant, in its sole discretion, without the approval or joinder of the Association or any Owner or other person or entity except the Owner of the portion of the Properties being withdrawn and the City of Raleigh

its sole discretion, without the approval or joinder of the Association or any Owner or other person or entity except the Owner of the portion of the Properties being withdrawn and the City of Raleigh (ifreq uired) may re(;orJ in the Registry a "withdrawal declaration" to \Vithdraw one or more portions of the Properties from the Declaration, provided each portion of the Properties to be withdrawn either is (i) dedicated or to be dedicated to public u~e; or (ii) conveyed or to be conveyed to the City; or (iii) zoned. used or intended for use for commercial or non-residential purposes. All portions of (Page 20 of 87) BK009366PG00914 Declaration For Bedford At Falls River Page 14 the Properties withdrawn from the Declaration shall be identified either by a plat recorded in the Registry or by a metes and bounds description. The withdrawal shall be effective on the date the withdrawal declaration is recorded in the Registry, or on such later date specified therein.

(b) After the end of the Declarant Control Period, at any time and from time to rime one ur more portions of the Properties may be withdrawn from the Declaration, provided such portion of the Properties to be withdrawn either is (i) dedicated or to be dedicated to public usc; or (ii) conwyed or to be conveyed to the City; or (iii) zoned, used or intended for use for commercial or non-residential purposes, and the withdrawal has been approved by the Ovmer of such portion of the Properties and by the affirmative vote of sixty-seven percent (67%) or more of the ·;,.-otes cast by the Members present at a duly-called meeting of the Members for which the notice of the meeting includes notice of the proposal to withdraw such portion of the Properties, and such withdrawal is

st by the Members present at a duly-called meeting of the Members for which the notice of the meeting includes notice of the proposal to withdraw such portion of the Properties, and such withdrawal is approved by the City of Raleigh (if required).

(c) Following approval of any such withdrawal, the Association and the Owner of the portion of the Properties to be withdrawn from the Declaration shall record a withdra\Val declaration particularly describing the withdrawn portions of the Properties by reference to a plat recorded in the Registry or by a metes and bounds description. The 'Withdrawal shall be effective on the date the withdrawal declaration is recorded in the Registry, or on such later date specified therein.

Section 5. F.ft'ect of Annexation or 'WithdrawaL Other than W:l ~pecifically limited by the Governing Documents or any applicable J ... egal Requirement, the Ueclanmt shall have full power to add to, subtract from, or make changes in, the Master Plan, and armex real property to and withdraw real property from the Declaration, regardless of the fact that such actions may aftect the relative voting strength of any class of membership in the Association or reduce the number of Owners subject to assessment under the Declaration_ All portions of the Exhibit B ProperLy noL annexed to the Declaration may be developed in any manner allowed under applicable Legal Requirements, without regard to the provisions of the Declaration. Any portion of the Properties that is withdrawn from the Declaration may be developed in any manner allowed under applicable Legal Requirements, and shall be released from the terms and provisions of the Declaration, except that all easements specifically affecting such withdrawn portions of the Properties, as shown on plats

egal Requirements, and shall be released from the terms and provisions of the Declaration, except that all easements specifically affecting such withdrawn portions of the Properties, as shown on plats recorded in the Registry or as described in documents recorded in the Registry, shall remain in force and effect.

Section 6. Subdivision Declaration. Declarant contemplates that there will be within the Properties several separate and distinct residential phases~ sections; or subdivisions. Because such phases, sections or subdivisions may have varying lot sizes, types of Dwelling Units, marketing considerations and other differences, it may be necessary or desirable to impose additional and different covenants and restrictions on such phao:;es, sections or subdivisions which are applicahJe (Page 21 of 87) BK009366PG00915 Declaration For Bedford At Falls River Page 15 solely to such phase, section or subdivision (the foregoing being referred to herein as a «Subdivision Declaration"). Accordingly, the Declarant or other person who or entity which m.vns any such phase, section or subdivision of the Properties may subject such phase, section or subdivision to such Subdivision Declarations as the Declarant or other person or entity, in his, her or its sole discretion, may from time to time determine; provided, however, that during the Declarant Control Period no person other than the Declarant may subject any phase, section or subdivision of the Properties to any Subdivision Declaration unless tl1e Declarant consents in writing thereto. More than one phase, section or subdivision may be subjected to the same Subdivision Declaration. Any Subdivision Dcclamtion may speci:(y such usc restrictions and may contain such other tenus) covenants,

than one phase, section or subdivision may be subjected to the same Subdivision Declaration. Any Subdivision Dcclamtion may speci:(y such usc restrictions and may contain such other tenus) covenants, n:strictions, casements, aftim1ati ve obligations, assessments, charges and liens, not incomistcnt with the Declaration, as the person or entity subjecting such real property to the Subdivision Declaration may determine, which provisions may be more~ but not less, restrictive than the provisions of the Declaration. Except for such more restrictive provisions, the Declaration shall control over any provision of any Subdivision Declaration that conflicts or is inconsistent with the Declaration.

ARTICLE III ASSOCIATION Section 1. Minimum List of Functions and Services. The following are the '"l\.1inimum List of Functions and Services" which the Association shall do, provide, perform, accept, or be responsible for, as the case may be: (a) The Association shall carry out the Association's obligations and business under the tem1s of tl1e Governing Documents, including legal, finandal, accounting and communications services, and shall provide or procure the administrative services necessary in cmmection therewith.

(b) The Association shall maintain the Common Property, including portions thereoflocated in easements granted to or reserved by the Association or by Declarant on behalf of the Association.

In determining the level ofmaintenanee to be performed by the Association, the Board may give Jue com:jder.:~tion to the extent to which the City or any other Person is responsible for and performs such maintenance.

Common Property.

extent to which the City or any other Person is responsible for and performs such maintenance.

Common Property.

(d) The Association shall accept from Declarant any and all assignments of Declarant rights under the Declaration or any Supplemental Declaration, including assumption of all obligations (Page 22 of 87) BK009366PG00916 Declaration For Bedford At Fails River Page 16 which are incident to such assignments as they relate to any Common Property, architectural approvals or other functions or serv'iccs pcrfom1cd or provided by the Association.

( e} The Association shall accept from Declarant any and all appointments of the Association as the agent of Declarant for administration and enforcement of any of the provisions of the Declaration or any Supplemental Declaration, and shall assume all obligations which are incident to such appointments as they relate to any Common Property, architectural approvals or other functions or services performed or provided by the Association.

(f) The Association shall operate the Architectural Review Committee(s) as and when provided in the Declaration.

(g) The Association shall keep records of all its acts and corporate business, and, in particular, the Association shall keep financial records sufficiently detailed to enable the Association to comply with the Act.

(h) The Association !:iliall make available to each Member making written request therefor an annual financial report and, upon either the (i) the affirmative vote of majority of the votes cast by the Members present at a duly called meeting of the Association, or (ii) the vvritten request of the

ual financial report and, upon either the (i) the affirmative vote of majority of the votes cast by the Members present at a duly called meeting of the Association, or (ii) the vvritten request of the Members possessing twenty-five percent (25%) or more of the total votes of all the Members of the Association, shall have such report audited {at the expense of the Association) by an independent certified public accountant, which audited report shall be made available to each Member making written n:quesl therefor.

(i) The Association shall make available for inspection by the Members and Lenders, upon reasonable request and during normal business hours, current copies of the Governing Documents, the rules and regulations of the Association, and the books, records and financial statements of the Association.

G) As required by the Governing Documents and Legal Requirements, the Association shall establish a proposed annual operating budget, shall establish the amount of and collect assessments, and shall establish reserve funds.

(k) The Association shall hold meetings and give proper notice thereof, as required hy the Goveming Documents and applicable Legal Requirements.

(1) The Association shall pay all applicable ad valorem property taxes and City assessments, if any, on the Common Property and other assets of the Association.

(Page 23 of 87) BI«l09366PG00917 Declaration For BedfOrd At Falls River Page 17 (m) The Association shall obtain and maintain insurance as required in the Declaration.

(n) The Association shall be responsible for storrn water management as provided in this Declaration.

Section 2. Other Functions and Services. The Association is authorized, but not required

laration.

(n) The Association shall be responsible for storrn water management as provided in this Declaration.

Section 2. Other Functions and Services. The Association is authorized, but not required (except as specified in the immediately preceding Section 1), to do, provide, perform, accept, or be responsible for any or all of the following: (a) The Association may take all actions its deems necessary to enforce and implement the provisions of the Governing Docrunents, and to perform any of the functions or services delegated to the Association by the Governing Documents and, in connection therewith, except as specifically limited by the Declaration, the Association shall have all of the rights and powers described in Section 47F-3-102 of the Act as it from time to time exists.

(b) The Association may grant easements, leases, licenses and concessions through or over the Common Property, as the Board determines from time to time to be in the best interests of the Association.

(c) Subject to the tem1s of any encroachm(.,'llt agreement between the Association and the City, the Association may maintain grass and landscaping vvithin street rights of\vay in or adjacent to the Properties, with such frequency and in such manner as determined by the Board. In determining the level of maintenance to be perlOmicd by the Association, the Board may give due consideration to the extent to which the City or any other Person is responsible for and performs such maintenance. The Association may enter into encroachment and other agreements 'With the City to enable it to perform such maintenance.

(d) To the extent that such services are not, in the opinion of the Board, provided adequately by the City, the Association may provide services of a governmental nature for maintenance of

aintenance.

(d) To the extent that such services are not, in the opinion of the Board, provided adequately by the City, the Association may provide services of a governmental nature for maintenance of portions of the Properties not owned by the Association.

(e) The Association may make reasonable rules and regulations for the use and operation of the Common Property, and amend them from time to time. Provided, however, any such rule or regulation adopted by the Board may be amended or repealed by the affirmative vote of a majority of the votes cast by the ..\1embers present at a duly called meeting of the Association.

(f) The Association may enter into agreements or contracts with utility companies with resped to utility installation, consumption and service matters relating to the Common Property.

(Page 24 of 87) BK0093661?GOO!il18 Declaration For Bedford At Falls River Page l8 (g) The Association may borrow funds to pay costs of operation of the Association, which borrowing may be secured by assigruuent or pledge of Association rights against Owners who are delinquent in payment of assessments or by liens on other Association assets, as determined by the Board, subject to the Governing Documents and applicable Legal Requirements.

(h) The Association may enter into contracts to maintain one or more bank accounts.

(i) Tht: Association may sue or defend in WIY court of law on behalf of the Association, and may employ attorneys and other necessary professionals in connection therewith.

(j) The Association may adjust the amount, collect. and use insurance proceeds to repair damage to or replace Common Property, and if proceeds are insufficient to repair damage to or

ection therewith.

(j) The Association may adjust the amount, collect. and use insurance proceeds to repair damage to or replace Common Property, and if proceeds are insufficient to repair damage to or replace same, levy special assessments (in the manner provided herein) to cover the deficiency.

(k) The Association may provide insect and pest control and other services for the Properties to the extent that it is deemed necessary or desirable, in the sole discretion of the Board;.

(1) The Association may employ a manager or firm to manage the business nnd property of the Association (herein also referred to as a "property manager" or "management company"), and may employ independent contradors or other employees as Lhe Board may deem necessary.

(m) The Association may retain the services of legal and accounting firms and such other professionals and/or tradesmen as it deems necessary and appropriate.

(n) The Association may contract with Declarant or any other Person for performance of services which the Association is required to perform pursuant to the terms hereof, such contracts to be at competitive rates and upon such terms and for such consideration as the Board may dtx:m proper, advisable and in the best interests of the Association.

( o) The Association may establish from time to time the nonprofit corporation tax status of the Association for federal and State of North Carolina income tax purposes, as determined by the Board to be in the best interests of the Association.

(p) The Association may contract with other nonprofit corporations or associations which exist for purpose:; substantially similar to those for which the Association exists, with respect to the maintenance of property owned by such corporation or association.

rations or associations which exist for purpose:; substantially similar to those for which the Association exists, with respect to the maintenance of property owned by such corporation or association.

(g) The Association may impose rea:,:onable charges for late payment of assessments and, after notice and an opportunity to be heard. suspend privileges or services provided by the (Page 25 of 87) BK0_09366PG0091 9 Declaration For Bedford At Falls River Page 19 Association (except rights of access to Lors and rights of access to easements in Common Property that provide public utility services to Lots) during any period that assessments or other amounts due and o-..ving to the Association remain unpaid for a period of thirty (30) days or longer.

(r) After notice and an opportunity to be heard, the Association impose reasonable fines or suspend privileges or services provided by the Association (except rights of access to Lots and rights of access to easements in Common Property that provide public utility services to Lots) for reasonable periods for violations of the Declaration, the Bylaws or other Governing Documents.

(s) In addition to the insurance coverages required by the Declaration, the Association may obtain and maintain such other insurance coverage as the noard detennlnes to be in the best interests of the Association.

(t) In addition to the foregoing, exercise all powers and rights authorized under the Act.

Section 3. Storm Water Management. Except for the maintenance responsibilities placed on Owners by this Section or assumed or tmdertaken by other Persons (for example, a Sub­ Association), the Association, as a Common Expense, shall: (i) maintain all storm water easements

lities placed on Owners by this Section or assumed or tmdertaken by other Persons (for example, a Sub­ Association), the Association, as a Common Expense, shall: (i) maintain all storm water easements (also referred to herein as '"storm wnter drainage easements" or "drainage casements'') in the Properties that are sho\Vll on plats of the Properties recorded in the Registry or established by-written instruments recorded in the Registry, and which either are located on the Common Property or benefit or serve more than one (I) Lot; and (ii) maintain the storm water management facilities, if any, on or serving the Properties, which are part of the storm water management system for the Properties as shovm on approved Subdivision Plans or other plans approved by the City. Storm water management facilities include ponds, natural areas and/or planted or landscaped areas into which storm water drains or in which storm water is collected, and also include drains, pipes and other equipment or apparatus used for handling storm water drainage. Provided, however, such maintenance obligations shall cease and terminate, or be reduced, at such time as the CLty, through a department of public works or some other agency or division, elects to maintain, in whole or in part. the storm water drainage easements and storm water management facilities, or some other Person is providing the necessary maintenance. Following any such assumption of maintenance by the City or other Person, the Association may, Vi.~thout obligation, continue to provide maintenance to the extent that the City or other Person fails to provide adequate maintenance, in the opinion of the Board. The Owner of any Parcel on or over which a storm water drainage easement (or portion

nce to the extent that the City or other Person fails to provide adequate maintenance, in the opinion of the Board. The Owner of any Parcel on or over which a storm water drainage easement (or portion thereof) is located shall be responsible for the following with respect thereto: (i) mowing of grass with reasonable frequency, where applicable; (ii) removal of debris and other matter to the best of the Owner's ability, where such debris or matter has impeded or threatens to impede the free flow of storm water over or through the drainage easement or any stonn water management facilities located therein. Such Owner's responsibility shall include notlfication of the Association of any (Page 26 of 87) BK009366PG00920 Declaration For Bedford At Falls River Page 20 defects in any fencing, if any surrounding or v.~thln a storm water drainage easement or storm water management facility, any debris or other matter which the Owner feels is beyond the Owner's reasonable ability to remove, and any excessive erosion v.~thin a storm water drainage easement.

The Owner of a Parcel on which a storm water drainage easement is located shall not obstruct tlmt easement in any manner. The Owner of a Parcel served by a storm water drainage easement shall keep such Parcel clear of all debris and other matter which, if carried by water flow into or onto the area of the stonn water drainage easement, might significantly impede the free flow of storm water over or through the easement or any storm water drainage facilities therein. Notwithstanding an;rthing to the contrary herein, each Owner of a Parcel, and not the Association, shall be responsible for maintenance of all stonn water drainage facilities and facilities used exclusively in connection

thing to the contrary herein, each Owner of a Parcel, and not the Association, shall be responsible for maintenance of all stonn water drainage facilities and facilities used exclusively in connection with such Parcel or the Improvements thereon, including guttering, and pipes and drains for transportation of stonn water 1Iom such Parcel into a stom1 water drainage casement or into a stmn1 water management facility that is part of the stonn water management system for the Properties.

Declarant, during the Declarant Control Period, and thereaHer, the Association. subject to any approval required by the City, may at any time and from time to time relocate, abandon andior release one or more storm water drainage easements in the Properties, provided that such relocation, abandonment or release does not materially adversely affect any portion of the Properties, including the Common Property.

\Vith respect to its obligations under this Section, the Association shall pay or post all bonds or other financial requirements under Legal Requirements, and the Association may enter into agreements \vith one or more Persons for collecting or managing any part or all of the stonn water from the Properties in a location outside of the Properties. Such agreements may include payments from the Association for the services provided by such Person in collecting or managing such storm water from the Properties.

Declarant hereby informs all Owners, Recreational Users and other Persons who may from time to time deal with or come in contact with the Properties, that as stonn water drains from the Properties into any of the stonn water management facilities for the Properties, it is possible that substances or materials that may be classified or regulated as "hazardous substances" or ~'toxic

he Properties into any of the stonn water management facilities for the Properties, it is possible that substances or materials that may be classified or regulated as "hazardous substances" or ~'toxic substances" or other regulated substances or materials under Legal Requirements relating to the environment, may accumulate in such storm water management facilities. Accordingly, each Owner, Recreational User and other Person hereby is put on notice of the foregoing possibility, and agrees to assume the risk that such accumufation may occur. In addition, each Owner further acknowledges that at some future time it may be necessruy for such substances to be removed from the storm water management facilities or otherwise handled in accordance with Legal Requirements. and for such storm water management facilities to be cleaned-up l()llov,.ing such removal or other handling, that the costs associated with such removal, handling and/or clean-up are Common Expenses, and that (Page 27 of 87) BK009366PG00921 Declaration For Bedford At Falls River Page 21 an additional annual assessment or a special assessment may be required to pay for such removal and/or resultant clean-up of the Storm Water Retention Facility.

Section 4. Conveyance or Dedication of Common Property. The Association, upon complying with the minimum required voting percentage under applicable provisions of the Act for conveyance or dedication of Common Property (at the time of recording of the Declaration Section 47F-3-112 of the Act requires the aflinnative vole of eighly percent (80%) of the votes in U1e Association), and, in addition thereto, only after obtainlng (i) the written agreement or consent of

tion 47F-3-112 of the Act requires the aflinnative vole of eighly percent (80%) of the votes in U1e Association), and, in addition thereto, only after obtainlng (i) the written agreement or consent of those Class A Members who have, or the aft1rmative vote at a duly called meeting of the As~ociation of those Class A Members who have, sixty-sevenpercent (67%1) or more ofthetotal nurnherofvotes allocated to the Class A l>..fembers, and (ii) during the Declarant Control Period the written consent of Declarant, the Association, may dedicate portions of Common Property to public use, and may conveyor exchange portions of Common Property, for any purpose approved by such Members (and, during the Declarant Control Period, also approved by Declarant), including any one or more of the lOll owing purposes: (i) lo eliminate unintentional r;,ncroachmcnts oflmprov~mcnts or casements; (ii) to correct any building or other setback violations; (iji) to adjust boundary lines of portions of the Properties; and (iv) to facilitate the orderly subdivision and development of the Properties as determined by the Board. All such conveyances shall be subject to the following: (i) no such conveyance (either alone, or in conjunction with other conveyances) results in a reduction of the portion of the Common Property that constitutes "open space" required by the City below the minimum amount of"open space", if any, required by the City; (ii) if required by applicable Legal Requirements, the City approves any boundary line adjustment; (iii) the exchanged properties are of like value and utility; ( iv) any boundary line adjustment is approved by the Owners of all portions of the Properties affected by the adjustment; (v) each Parcel contiguous to Common Property prior

f like value and utility; ( iv) any boundary line adjustment is approved by the Owners of all portions of the Properties affected by the adjustment; (v) each Parcel contiguous to Common Property prior to the conveyance remains contiguous to Common Property after the conveyance, unless otherwise approved by the affected Owner; (vi) the conveyance does not materially conflict with any applicable Subdivision Plan; (vii) no conveyance of Common Property deprives any Parcel of its rights of access and support; and (viii) any conveyance of real property to the Association must be free and clear of all encrunbrances except for the Declaration and any applicable Supplemental Declaration, street rights of way or access easements, greenway easements and easements for utilities and stonn water drainage.

Any of the fOregoing real property acquired by the Association shall he part of the Common Property and, without further act of the Association or its Members, shall be rele(:lsed from all provisions ofthcDcclaration(and any applicable Supplemental Declaration) except those applicable to the Common Property. The portion of the Common Property dedicated, conveyed or exchanged by the Association, without furlher act ofthc Association or its Members, shall cease to be Common Property and sbafl be subject Lo those provisions of the Declaration (and any applicable Supplemental Declaration) that would have been applicable to su~.:h real property had it not been (Page 28 of 87) BK009366PS00922 Declaralion For Bedford AL Falls Rh,er Page 22 Common Property, except that, if required by the City, such portion of the Common Property may be conveyed by the Association to the City free and clear of all ofthe terms of the Declaration and

ge 22 Common Property, except that, if required by the City, such portion of the Common Property may be conveyed by the Association to the City free and clear of all ofthe terms of the Declaration and any applicable Supplemental Declaration.

In addition to the foregoing requirements, during the Declarant Control Period any conveyance or dedication of Common Property also shall require approval by the United States Department of Housing and Urban Development ("HUD") or its designee and/or by the United States VetL'Tans Administration (''VA") or its designee unless, at the time of such t:onveyance or dedication, applicable HUD or VA regulations no longer require such approval.

SectionS. Mortgage and Pledge of Common Property. The Association, upon complying with the minimum required voting percentage under applicable provisions of the Act for conveyance or dedication of Common Property (at the time of recording of the Declaration Section 4 7F- 3-112 of the Act requires the a:ffrrmative vote of eighty percent (80%) of the votes in the Association), and, or the affirmative vote at a duly called meeting of the Association of those Class A Members who have, sixty-seven percent (67%) or more of the total number of votes allocated to the Class A Members, and (ii) during the Declarant Control Period, the written consent ofDeclarant, shall have the power and authority to mortgage the Common Property and to pledge its assets as security for loans made to the Association, which loans shall be used by the Association in performing its functions and providing services under the Declaration. Declarant may, hut shall not be required to,

y for loans made to the Association, which loans shall be used by the Association in performing its functions and providing services under the Declaration. Declarant may, hut shall not be required to, make loans to the Association, subject to the foregoing and further subject to approval by such Person ofthe use to which such loan proceeds will be put and the terms pmsuant to which such loans is any unpaid amount owed to Declarant under any loan made by it to the Association, without Declarant's written consent the annual assessments shall not be reduced below the amounts in e±Iect at the time such loan first was made.

In addilion to the foregoing requirements, during the Dedarant Control Period any mortgage or pledge of Common Property also shall require approval by the United States Department of Housing and Urban Development f'HUD") or its designee and/or by the United States Veterans Administration ("'VA") or its designee unless, at the time of such mortgage or pledge, applicable I-HJD or VA regulations no longer require such approval.

Section 6. Liability Limitations. Except as otherwise required by applicable Legal Requirements, neither Declarant nor any current or former Member of the Association, nor the Board, nor any director on the Board, nor any officer of the Association, nor any shareholder, director, officer, member, manager, agent or employee of Declarant, shall be personally liable for debts contracted or incurred by the Association or for a tort of anothcr current or former Member, (Page 29 of 87) BK009366PG00923 Dedaration For BedfOrd At Falls Rivt:r Page 23

ebts contracted or incurred by the Association or for a tort of anothcr current or former Member, (Page 29 of 87) BK009366PG00923 Dedaration For BedfOrd At Falls Rivt:r Page 23 whether or not such other current or former Member was acting on behalf of the Association.

Neither Declarant nor the Association, or any of the shareholders, directors, officers, partners, members, managers, agents or employees of same, acting in those official capacities, shall be liable lOr any incidental or consequential damages for failure to inspect any Owner's Parcel or Improvements thereon, or for failure to maintain the same (provided, however, a<; required herein Declarant shall maintain all p011lons of the Properties it owns, and, except as otherwise specifically provided herein, directors on the Board and officers of the Association shall have all of the other obligations and liabilities of an Owner under the Declaration with respect to portions of the Properties owned by such Persons). The Association shall indemnifY all Association directors and officers, and members of the Architectural Review Committee and other committees of the Board, as required by the Articles .and Bylaws.

Neither the Board, the Association, tbe Declarant, nor any current orfonner Member of the Association, shall be considered as a bailee of any personal property stored or placed on the Common Property (including vehicles parked on the Conunon Property), whether or not exclusive possession of the particular area is given to the Person who owns such personal property, nor shall any of the foregoing Persons (other than the Person who owns the personal property) be responsible for the security of such personal property or for any loss or damage thereto. The Association shall

l any of the foregoing Persons (other than the Person who owns the personal property) be responsible for the security of such personal property or for any loss or damage thereto. The Association shall not be liable for any failure of or interruption to any service to be obtained by the Association or paid ror as a Common Expense, or for personal injury or property damage which is caused by the elements or by any Owner or any other Person, or which results from electricity, water, snow or icc which may leak or flow from or over any portion of the Properties or from WIY pipe, drain, conduit, appliance or equipment, or any secondary or consequential damages of any type resulting from the foregoing. No diminution, offset or abatement of any assessment or other charge shall be claimed or allowed for inconvenience or discomfort arising from maintenance of the Conunon Property or from any action taken by the Association to comply with any Legal Requirement. This Section is not intended, nor shall it be constru~:d, t.o relieve any iru;urer of its contractual obligations under any policy benefitting the Association or any Ovvner.

Section 7. Merger or Consolidation. Upon a merger or consolidation of the Association with another association in accordance with all applicable Legal Requirements, the properties, rights and obligations of the Association, by operation of law, may be transferred to another surviving or consolidated association or, alternatively, the properties, rights and obligations of another association, by operation of law, may be added to the properties, rights and obligations oftbe Assuciation as !he surviving corporation pursuant to a merger. The smviving or consolidated association shaH

ociation, by operation of law, may be added to the properties, rights and obligations oftbe Assuciation as !he surviving corporation pursuant to a merger. The smviving or consolidated association shaH be considered the Association under the Declaration and may administer the terms and provisions of the Declaration and any applicable Supplemental Declaration, together with the terms and provisions of any declarations, covenants and restrictions applicable to other property under the jurisdiction of the surviving or consolidated Association, as a common plan. Other than ( f"\keaglclbcdfordldcc2) (Page 30 of 87) BI<Q09366PG00924 Declaration For Bedford At Falls River Page 24 as specifically stated in the plan of merger or consolidation approved pursuant to all applicable Legal Requirements, no merger or consolidation shall effect any revocation of the provisions of the Declaration with respect to the Properties, including the limits on any assessment or any other matter substantially affecting the interests of the members oftbe Association. During the Declarant Control Period, no merger or consolidation of the Association with another association shall be valid without the written consent of Declarant. Jn addition to all applicable Legal Requirements, any merger or consolidation of the AssociaLion with another association shall he effective and legally valid only upon the affinnative vote by sixty-seven percent (67%) or more of the votes cast by the Clas::: A Members of present at a duly called meeting ofthe Association.

In addition to the foregoing requirements, during the Declarant Control Period any merger or consolidation also shall require approval by the United States Department ofHousing and Urban

Association.

In addition to the foregoing requirements, during the Declarant Control Period any merger or consolidation also shall require approval by the United States Department ofHousing and Urban Development ('"HUD") or its designee and/or by the United States Veterans Administration("V A") or its designee unless, at the time of such merger or consolidation, applicable HUD or VA regulations no longer require such approvaL ARTICLE IV RIGHTS IN AND TO COMMON PROPERTY Section 1. Owners' Easements of Enjoyment and Access. Except as limited by the provisions of this Section 1 and by the rules and regulations adopted by the Members and/or the Board, t":very Owner shall have a 1ight and casement of enjoyment in, usc of and access to, from. and over tbe Common Property. which right and easement shall be appurlcnant to Nnd shall pass with title to every Parcel, subject to the following; (a) subject to the provisions of the Raleigh City Code, the right of the Association to charge reasonable admission ami other fees for the usc of any Recreational Amenities and to limit the usc thereof to Owners who occupy a Dwelling on the Properties and to their !Smilie:::, tenants and gues1s~ as provided in Section 2 of this Article IV, and to Recreational Users.

(b) subject to any applicable notice and hearing requirements of the Act, the right of the Association to t1ne an Owner and/or suspend the rights (voting and other) and easements of enjoyment in and to the Common Property of an 0\Vller or such Owner's family members, lessees or guests, for any period during which any assessment or other amount owed by the Owner to the Association remains unpaid, and for a reasonable period of time for any violation or infraction or of

ees or guests, for any period during which any assessment or other amount owed by the Owner to the Association remains unpaid, and for a reasonable period of time for any violation or infraction or of the Governing Documents, the Act or theAssociationrs published rules and regulations by an Owner or such Owner's family members, lessees or guests. Provided, however, no such suspension shall constitute a waiver or discharge of the Ovvner's obligation to pay any assessment or other charge (Page 31 of 87) BK009366PCGG925 Declaration For Bedford At Falls River Page 25 under the Declaration. Further provided, the Association shall not suspend the right of any Owner to use any portionoflhe Common Property over which there is an easement that provides access for ingress and egress from a public street to such Ovmer's Parcel, or over which a sanitary sewer, water or other utility easement is located that provides such utility services to such Owner's Parcel, but such Owner shall remain subject to the rules and regulations, if any, established by the Association for use of such portion of the Common Property.

(c) the right of the Association to dedicate, sell, transfer or exchange all or any part of the Common Property, subject to the voting requirements for such actions contained in the Declaration.

(d) the right of the Declarant, during the Declarant Control Period, and the right of the Association, to grant casements over and across the Common Property to any public agency, authority or utility for the installation and maintenance therein of water and sanitary sewer, natural gas, telephone, cable television and other utilities, and stonn water drainage facilities when, in the

rity or utility for the installation and maintenance therein of water and sanitary sewer, natural gas, telephone, cable television and other utilities, and stonn water drainage facilities when, in the opinion of the Declarant or Board, as applicable, such easements are necessary for the convenient use and enjoyment of the Properties or any part thereof.

(e) the right of the Association to borrow money and, subject to the voting requirements for such actions contained in the Declaration, to mortgage, pledge, deed in trust, or hypothecate any or all of the Common Property or its other assets as security for such indebtedness. Provided, however, that the rights of any such lender or mortgagee shall be subordinate to the property rights of the Memhers and the Association as provided in the Dcclamtion.

(f) the right of the Association, as provided by and consistent with the provisions of Section 10-3073(a)(2) of the Raleigh City Code, the Act and the Declaration, to exchange all or part of the Common Property for other property and consideration.

(g) the right of the Association to temporarily close or limit the use of Common Property for maintenance or installation of improvements thereon.

(h) the right ofthe Association to adopt and enforce rules and regulations governing the use of the Common Property.

Section 2. Delegation of 'Cse.

(a) Family. The right and easement of enj oyrnent and access in and to the Common Property granted to every Owner may he exercised by members of the Owner's family who occupy the Dwelling of the Owner within the Properties as their principal residence in Wake County, North Carolina.

(Page 32 of 87) BKQQ9366PG00926~-Declaration For Bedford At Falls River Page 26

he Owner within the Properties as their principal residence in Wake County, North Carolina.

(Page 32 of 87) BKQQ9366PG00926~-Declaration For Bedford At Falls River Page 26 (b) Tenants. The right and easement of enjoyment and access in and to the Common Property granted to every Owner may be delegated by such Owner to the Ovmer' s tenants or contract purchasers who occupy a Dwelling within the Properties owned by the Owner, or a portion of said Dwelling, as their principal residence in Vlake County, North Carolina. It is the intent of this provision to make it clear that an Owner of Apartment Units may delegate such rights of easement and enjoyment to the occupants of such Apartment Unit, as the Owner is obligated to pay assessments with respect to such Apartment Units under the Declaration. Provided, however, this provision is not applicable to the occupants of any utility apartment who are not either a chjld or parent of the Owner of the utility apartment. All other such occupants of a utility apartment may have such rights and easements of enjoyment of the Common Property only as Recreational Users and upon payment of all applicable fees and charges required of Recreational Users.

(c) Guests. The right and easement of enjoyment and access in and to the Common Property granted to every Owner by this Article may be delegated w guests of such Owners, subject to such rules and regulations as may be established by the Board.

(d) Suspension of Rights. The rights of any Person to whom an Owner has delegated any right and easement of enjoyment and access in and to the Common Property shall be suspended by, upon and during suspension of such Owner's rights.

Section 3. Conveyance of Title to the Association. Declarant covenants, for itself,

t and access in and to the Common Property shall be suspended by, upon and during suspension of such Owner's rights.

Section 3. Conveyance of Title to the Association. Declarant covenants, for itself, its successors and assigns, that it -will convey title to the Common Property within each phase or section of the Community to the Association prior to the conveyance of the first Lot or Dwelling Unit •,.viiliin such phase or section to an Owner other than a Builder. Declarant reserves an easement over and across the Common Property so long as it owns any Parcel within the Properties for the purpose of constructing any improvements on the Common Property as it deems necessary or advisable, provided that any such improvements must comply -with Legal Requirements. Except as otherwise stated herein, all conveyances by Declarant to the Association may be by special warranty deed and shall be free and clear of all encumbrances and liens, except greenway, utility, and drainage easements of record or shown on the recorded plats of the Community, and the Declaration. Any impro ... ..-ements placed on the Common Property by Declarant shall become the properly of the Association upon completion of such improvements.

Section 4. Rights and Responsibilities as to Common Property Easements.

(a) Owners. Each Owner of a Parcel upon which a Common Property Easement lies shall pay ali prope1ty taxes and other a_.;;sessments levied against such Parcel, including that portion of such tax or assessment as is attributable to such Common Property Easement. Notwithstanding any other provision of the Declaration, no Owner or other Person shall, without the prior written consent (Page 33 of 87) BK009366PG00927 Declaration For Bedford At Falls River Page 27

ovision of the Declaration, no Owner or other Person shall, without the prior written consent (Page 33 of 87) BK009366PG00927 Declaration For Bedford At Falls River Page 27 of the Association: (l) remove any trees or vegetation within a Common Property Easement; (2) erect gates, fences, or other structures on a Common Property Easement; (3) place any garbage receptacles on or in a Common Property Easement; (4) fill or excavate a Common Property Easement or any part thereof; or (5) plant vegetation or otherwise restrict or interfere with the use, maintenance and preservation of a Common Property Easement.

(b) Association. The Association and its employees, agents, contractors and subcontractors, shall have a nonexclusive right and easement at all times to enter upon any portion of a Parcel reserved or designated as a Common Property Easement for the purposes of: (i) installing and maintaining entrance sign and other signs, any and all of which shall have been approved by the City of Raleigh prior to installation; (ii) making such improvements to the Common Property F.asement as have been approved by the Association and, if required, by the City of Raleigh; and (iii) maintaining the Cummon Property Easement in its natural or improved slate, including, without limitation, removal of fallen trees and other debris and, in general, keeping the Common Property Easement free from obstructions and impediments to its use.

Section 5. Leases. Every lease or sublease between an Owner and a lessee for the lease of a portion of the Properties shall provide that the tenns of the lease shall be subject in all respects to the provisions of the Declaration and any applicable Subdivision Declaration, and that failure by

ortion of the Properties shall provide that the tenns of the lease shall be subject in all respects to the provisions of the Declaration and any applicable Subdivision Declaration, and that failure by the lessee to comply with the terms of such documents shall be a default under the terms of the lease.

[fan Owner fails to include said provision in any lease or sublease, it shall be conclusively deemed to be included and part of said lease or sublease.

Section 6. Ingress and Egress; Utilities. ~otwithstanding anything to the contrary appearing in the Declaration, (i) if ingress and egress ffom a public street to any Parcel is over any part of the Common Property as shown on any plat or described in any instmrnent recorded in the Registry, or (ii) sanitary sewer, water or other utility services are provided to a Parcel over or through an easement located on the Common Propertj' as shm:vn on any plat or described in any instrument recorded in the Registry, any conveyance or encumbrance of the affected portion of the Common Property shall be subject to those easements for ingress and egress and/or utilities.

ARTICLEV MEMBERSHIP AND VOTING RIGHTS Section 1. Membership. Each and every Owner of a Parcel, including the Declarant, is a Member of the Association and, by execution of the Declaration or by acceptance of a deed conveying to such Owner title to any Parcel, each Owner consents to be a Member of the Association, subject to the terms of the Governing Documents. Membership shall be appurtenant (Page 34 of 87) BK009366PG00928 Declaration For Bedford At Falls River Page 28 to and may not be separated from ownership of the Parcel owned by such Owner. An Owner's

tenant (Page 34 of 87) BK009366PG00928 Declaration For Bedford At Falls River Page 28 to and may not be separated from ownership of the Parcel owned by such Owner. An Owner's membership in the Association automatically terminates whenever such Person ceases to be an Owner of a Parcel (except that the Declarant's Class B Membership shall terminate only as provided herein), but such tennination shall not release or relieve any such Owner from any liability or obligation incurred under the Declaration during the period of such Ovmer's ov,.nership, nor impair any rights or remedies which the Association or any other Gwner has with respect to such former Owner.

Section 2. Classes of Voting Members. The Association shall have two (2) classes of voting Members as follows: (a) Class A. Class A Members are the Owners ofDevelopment Parcels <1nd Lots, exduding the Declarant during the Declarant Control Period. Class A Members are entitled to the following votes: (1) A Class A Member is entitled to one (1) vote for each Lot owned by the Class A Member; provided, however, only one ( 1) vote may be cast for each Lot, regardless of the number of Ovmcrs thereof (2) A Class A Member is entitled to one (1) vote fOr each acre of a Development Parcel owned by such Class A Member. Provided. however, after a Development Parcel has been fully developed in accordance with the Subdivision Plan, site plan or other development plan therefor approved by the City, or there has been no development or marketing of a Development Parcel for a period of twenty-four (24) consecutive months, no votes as a Development Parcel will be allocated to any remaining acreage in that Development Parcel. The determination of the time when

t Parcel for a period of twenty-four (24) consecutive months, no votes as a Development Parcel will be allocated to any remaining acreage in that Development Parcel. The determination of the time when such full development has occurred shall be in the reasonable discretion of the Declarant, during the Declarant Control Period, and thereafter. In determining the munber ur votes for a Development Parcel, a partial acre equal to 0.5 acre or more shall be rounded up to the nearest whole acre, and a partial acre less than 0.5 acre shall be rounded down to the nearest whole acre. except that where the acreage is less than one (1) acre, the Development Parcel shall be allocated one (1) vote. Only one (1) vote may be cast for each acre of a Developmt:nt Parcel, n::gardlcss of the number of Owners thereof.

When more than one Person owns an interest (other than a leasehold or security interest) in any Lot or Development Parcel, all such Persons shall be Members and the voting rights appurtenant to their Parcel shall be exercised as they, among themselves, determine, but fractional voting shall not be allowed.

(Page 35 of 87) BK009366PG00929 Declaration For Bedford At Falls River Page 29 (2) Class B. The Class B Member is the Declarant. At the time of the recording of the Declaration, the Class B Member is entitled to 5,54 7 votes (the maximum number of Dwelling Units allowed in the Properties at the time ofthe recording of the Declaration under Legal Requirements is 1,849, and 1,849 multiplied by 3 is 5,547). During the Declarant Control Period, the number of votes to which the Cla.::;s B Member is entitled shall decrease as follovvs; by three (3) votes for each

1,849, and 1,849 multiplied by 3 is 5,547). During the Declarant Control Period, the number of votes to which the Cla.::;s B Member is entitled shall decrease as follovvs; by three (3) votes for each vote entitled to be cast by the Class A Members with respect to Development Parcels and Lots.

The Class B Membership shall terminate at the end of the Declarant Control Period. Upon such termination, the Declarant shall become a Class A Member, shall have Class A votes with respect to the portions of the Properties owned by it, and all U nsubdivided Land shall be treated in the same manner as Development Parcels for purposes of assessments and voting lillder the Declaration; provided, however, that Lots owned by the Declarant shall be assessed at the rate applicable to Builders as provided in Article IV, Section 4 of the Declaration.

If Declarant annexes Exhibit B Property to the Declaration, or if other real property owned by the Declarant is annexed to this Declaration as allowed herein, the number of Class B votes attributable to such Exhibit B Property or other real property shall be the maximum number of Dwellings Units allowed in such Exhibit B Property or other real property by applicable Legal Requirements at the time it is annexed to the Declaration.

Section 3. Non~ Voting Membership. Ovvncrs ofExt-mpt Property, except for the City (which shall not be a Member of the Association), shall be non-voting .r...1embers of the Association with respect to that Exempt Property. Declarant, in its sole discretion, also may designate the Owners of any commercial property within the Properties non-voting Members of the Association.

of the Association.

ARTICLE VI

commercial property within the Properties non-voting Members of the Association.

of the Association.

ARTICLE VI ASSESSMENTS AND OTHER CHARGES Section 1. Creation of the Lien and Personal Obligation for Assessments. E a c h Owner, by execution of the Declaration or by acceptance of a deed or other instrument conveying title to a Parcel~ whether or not it shall be so expressed therein, hereby is deemed to consent and agree to pay to the Association (or to any Person which may be designated by the Association to collect such monies on behalf ofthe Association) the following assessments and other charges as required by the Declaration: (i) annual assessments; (ii) Reserve Fund Assessment; (iii) special assessments for capital improvements or other matters as set forth herein; (iv) special individual (Page 36 of 87) BK009366PG00930 DedaraLiun For Bedford At Falls River Page 30 assessmenls levied against an Owner to reimburse the Association lOr maintenam;e expenses resulting from the fflilure of such Ov..ner to maintain ade4uately that Owner's Parcel, or 10r such other purposes as sLated herein; (v) architectural review fees and costs a . .;; specified herein; (vi) fines for violations of Association rules and regulations with respect to use of the Common Property; (vii) late payment penalties and interest on unpaid assessments; and (viii) other charges imposed under authority contained in the Governing Documents (architectural review fees, fines, penalties, interest and other charges all being referred to herein collectively as "other charges"), and, in addition to such

ty contained in the Governing Documents (architectural review fees, fines, penalties, interest and other charges all being referred to herein collectively as "other charges"), and, in addition to such assessments and other charges, to pay all costs, fees and expenses, including reasonable attorneys' fees, incurred by the Association in enforcing or collecting any of the foregoing assessments or other L:hargc::;. All as::;essmcnts and other charges shall be established and collected as hereinafter provided. All assessments and other charges remaining unpaid for a period of thirty (30) days or longer. together with the costs of collection thereof, including reasonable attorneys' fees, shall constitute a lien on the Parcel against which they are assessed or charged [rom the 1ime of the liling of a lien in the office of the Clerk of Superior Court of Wake County, North Carolina, and shall be when the assessment or other charge first became due and payable_ An Owner's personal obligation for payment of such assessments and other charges shall not become the personal ohligation of a subsequent Owner unless expressly assumed by the subsequent Owner_ No Owner shall be exempt from liability tOr any assessment provided fOr herein by reason ofnon~use ofthc Common Property or such Owner's Parcel, or abandorunenl of a Parcel, or temporary unavailability of the use or enjoyment of the Common .Property. If necessary to establish the right to collect reasonable attomeys' fees under the Declaration, any obligation of a Owner to pay assessments or other charges or monetary obligations under Ihe Declara1ion shall constitute evidence of indebtedness iOr the

able attomeys' fees under the Declaration, any obligation of a Owner to pay assessments or other charges or monetary obligations under Ihe Declara1ion shall constitute evidence of indebtedness iOr the successor statute) the right to collect reasonable attorneys' fees in any action or proceeding to enforce or collecL paymenl of such obligation. Provided, however, the foregoing sentence specifically is intended to supplement, and not to inte:rfere, limit, invalidate or be in conllicl with, any provisions of the Act with respect to reasonable attomeys' fees_ Section2. Liability for Assessments After Change in Membership Status. NJ0..-\mshall be relieved of, or released from, d1e obligation to pay assessments and other charges under the membership or membership rights in the Associatiun as aLlowed under the Governing Docmnents_ Section 3. Nature, Purpose and Usc of Assessments. The assessments shall be used by the Association for any one or more of the following; (i) to pay the Common Expenses; (ii) to perform the function~ or provide the services required or authorized of the Association pursuant to the Declaration and any applicable Supplemental Declaration; and(iii) to implement, administer and (Page 37 of 87) BK009366PG00931 Declaration For Bedford At Falls River Page 31 enforce the terms and provisions of the ])eclaration and any applicable Supplemental Declaration, as the Board determines to be in tht:: bt::st interests of the Association or its Members.

ver Page 31 enforce the terms and provisions of the ])eclaration and any applicable Supplemental Declaration, as the Board determines to be in tht:: bt::st interests of the Association or its Members.

All assessments and other charges collected by the Association shall be the separate property of the Association. As assessments and other charges are paid to the Association by Owners, such funds may be commingled \vith assessments and other charges paid to the Association by other Owners. No Member of the Association shall have the right to assign, hypothecate, pledge or in any manner transfer, such Member's interest in the ru:;sets of the Association, except as an appurtenance to the Parcel owned by such Member. When any Owner shall cease to be a Member of the Association, the Association shall not be required to account to such Owner for any share of the funds or assets of the Association or any portion thereof which may have been paid to the AssociaLion by such Owner or acquil'ed with any fimds paid to the Association by such Ovvner.

Section 4. Maximum Annual Assessment and Annual Assessment.

(a) For calendar year 2002, the maximum annual assessments shall be as follows: (1) $1,200.00 per Lot; and (2) $300.00 per acre for Development Parcels.

(b) The annual assessments for calendar years 2002 and 2003 shall be as follows: (1) $840.00 per Lot; and (2) $150.00 per acre for Development Parcels.

Begirming with the annual assessment for calendar year 2004, the Board shall establish the annual assessment at any amount not in cx.cess of the maximum annual assessment for the applicable calendar year.

(c) Beginning with calendar year 2003, unless a different amount is determined by the Board

l assessment at any amount not in cx.cess of the maximum annual assessment for the applicable calendar year.

(c) Beginning with calendar year 2003, unless a different amount is determined by the Board as allowed in this paragraph, the maximum annual assessment for each calendar year shall be equal to 110% of the maximwn annual assessment for the immediately preceding calendar year (for cxan1plc1 if the maximum a1mual assessment for the preceding calendar year is $1 ,200.00, the maximum annual assessment for the current calendar year would be $1,320.00, as $1,200.00 x 110% = $1,320.00). Provided, however, 10r any calendar year the I3oard, in its sole discretion by majority vote, may establish the maximum annual assessment for that calendar year at any amount equal to or greater than the amount for the immediately preceding calendar year, up to and including 110% of the amount for the immediately preceding calendar year. The amount finally determined as the maximum annual assessment for a calendar year shall be the amount used Lo determine the maximum (Page 38 of 87) BK009366PG00932 Declaration For Bedford At Falls River Page 32 annual assessment for the subsequent calendar using the 110% multiplier provided for in this paragraph.

(d) The maximum annual assessment for any calendar year may be established at an amount greater than 110% of amount of the maximum annual assessment for the immediately preceding calendar year by the affirmative vote hyeach class ofMembers of sixty-seven percent (67%) or more of the votes cast by the Members of that class present at a duly called meeting of the Association for which notice of the meeting included notice of the proposal to increase the maximum annual

r more of the votes cast by the Members of that class present at a duly called meeting of the Association for which notice of the meeting included notice of the proposal to increase the maximum annual assessment by more than 110% of the maximum annual assessment for the immediately preceding calendar year. Provided, however, the automatic increase in the maximum annual assessment for the year subsequent to any year in which the membership increases the maximum annual assessment above its limit as otherwise established pursuant to the Declaration, shall be calculated based on the maximum aruma! assessment using the 110% multiplier that would have been in effect if no action of the membership had been taken. Further provided, the provisions of this subsection shall not apply to, nor be a limitation upon, any change in the maximum annual assessment undertaken incident to a merger or consolidation in \vhich the Association is authorized to participate tmdcr the Governing Documents or any Legal Requirement.

(e) If the Board establishes the aruma! assessment at an ammmt less than the maximum annual assessment for any calendar year and, thereafter, during such calendar year, determines that such annual assessment is insufficient, the Board, by majority vote, may levy one or more supplemental annual assessments. Provided, however, the total of the annual assessment plus all supplemental assessments assessed in any calendar year shall not exceed that calendar year's maximum annual assessment.

Section 5. Reduced Assessment Amount; Assessment Deficit.

(a) Notwithstanding anything to the contrary herein, the amount of any annual or special assessment on a Lot owned by a Builder on which there is not an occupied Dwelling shall be 40%

essment Deficit.

(a) Notwithstanding anything to the contrary herein, the amount of any annual or special assessment on a Lot owned by a Builder on which there is not an occupied Dwelling shall be 40% of the amount of the applicable assessment. During any calendar year in which a Builder sells a Lot to an Owner other than a Builder, or in which an unoccupied Dwelling on a Lot owned by a Builder becomes occupied, the annual assessment for the remainder of that calendar year shall be due and payable at the full rate, and the t\ssociation may bill and collect the additional amount accordingly.

The additional amount of annual assessment owed shall he determined by multiplying the amount of the applicable assessment by a fraction whose numerator is the number of months in the calendar year after the month in which the sale or occupancy occurs, and whose denominator is 12.

(b) Notwithstanding anything to the contrary herein, during the Declarant Control Period no portion of the Properties owned by the Declarant shall be subject to assessment, as Declarant's (Page 39 of 87) BK009366PG00933 ------Uec laration For Bedford At Fall:> River Page 33 Following the end of the Declarant Control Period, Llnsubdivided 1 .and owned by the Declarant shall be assessed in the same rrwnner as Development Parcels, and I ,ots owned by the Declarant shall be assessed in the same manner as Lots owned by Builders.

(c) During the Declarant Control Period the Declarant shall fund all annual operating budget deficits, if any, to the extent necessary to keep the Association solvent. The Declarant's deficit

uilders.

(c) During the Declarant Control Period the Declarant shall fund all annual operating budget deficits, if any, to the extent necessary to keep the Association solvent. The Declarant's deficit funding obligation may be satisfied with in-kind payments of services or materials. The Declarant's deficit funding obligation docs not include any expenses that the Association is unable to meet because of nonpayment of any assessment by Owners other than the Declarant, or because of unusual or extraordinary expenses not included in the annual operating budget. Thl' deficit funding ohligation of the Declarant may be enforced against the Declarant and t:oll~ted by the Association in the same manner as annual assessments applicable to other Owners.

(d) After a Development Parcel has been fully developed in accordance with the Subdivision Plan, site plan or other development plan therefor approved by the City, the remaining acreage in the Development Parcel shall not be assessed for annual or special assessments. The determination of the time when such full development has occurred shall be in the reasonable discretion of the Declarant, during the Declarant Control Period, tmd thereafter, the Board.

(e) Following the end of the Declarant Control Period, the Declarant will receive an ''assessment credit" toward payment of assessments applicable thcrcaHcr to Declarant's portions of the Properties, in an amount equal to the following: the amount paid or provided by Declarant to fund its deficit funding obligation, less the amount of assessments that Declarant would have been obligated to pay the Association during the Declarant Control Period had Declarant's Unsubdivided Land been assessed at the same rate as Development Parcels and had Declarant's Lots been assessed

been obligated to pay the Association during the Declarant Control Period had Declarant's Unsubdivided Land been assessed at the same rate as Development Parcels and had Declarant's Lots been assessed at the same rate as the rate applicable to Builders. The assessment credit shall be applied to all assessments due from Declarant until it has been applied in fu11, and thereafter assessments shall be due and payable by Declarant as provided herein.

SectiQn 6. Commencement of Assessments. Parcels shall be subject to annual and special assessments beginning with the first calendar month after the calendar month in whid1 tbe Declaration is recorded in the Registry. Provided, any Parcel that first become a Lot or Development Parcel after the recording of the Declaration .shall bccom~;; subject to annual and special a..;:;sessments on the first day of the calendar monthinuncdiatcly lOllowing the calender month in which it becomes a Lot or Development Parcel. With respect to any Parcel that becomes subject to annual and special assessments beginning with any month other than January, the annual assessment for that calendar year shall be determined by multiplying the amount ofthe applicable annual assessment by a fraction \Vhose numerator is the number of months in that calendar year that the Parcel is subject to (Page 40 of 87) BK009366PS00934 Declaration For Bedford At Falls River Page 34 assessment! and whose denominator is 12. The payment due date(s) for eacharmual assessment shall be as detenuined by the Board.

Section 7. Operating Budget. The Board shall adopt an operating budget for calendar year 2002, as there are no Members other than Declarant prior to January 1, 2002. Beginning with

uined by the Board.

Section 7. Operating Budget. The Board shall adopt an operating budget for calendar year 2002, as there are no Members other than Declarant prior to January 1, 2002. Beginning with calendar year 2003, the Board shall adopt a proposed annual operating budget for the Association fOr each calendar year, contaizring an estimate of the total amount believed to be necessary to pay the Common Expenses for that calendar year, including such reasonable amounts as the I3oard deems necessary to provide working capital (available for day-to-day operating expenses and otherwise uncommitted for specific expenses), reserves for contingencies, and reserves for replacement of Common Property. The Board shall give due consideration to the annual operating budget in establishing the mmual assessment for that calendar year. Within thirty (30) days after adoption of same, the Board shall provide a summary thereof to all Members (provided, however, a copy or summary provided to any one of multiple Owners of a Parcel is deemed to be provided to all Owners of such Parcel), together with a notice of the annual or special meeting of the Association at which ratification of such proposed annual operating budget will be considered, including a statement that the proposed annual operating budget may be ratified without a quorum for the meeting. ]'he annual or special meeting at which ratification of the proposed mmual operating hudget is to be con~idered shall be held not less than ten (10) days nor more than sixty (60) days after mailing of the summary and notice. There ~hall be no requirement that a quorum be present at the meeting at which ratification of the proposed annual operating budget is to be considered. The proposed annual

of the summary and notice. There ~hall be no requirement that a quorum be present at the meeting at which ratification of the proposed annual operating budget is to be considered. The proposed annual operating budget is ratified unless at that meeting :vlembers possessing sixty~seven percent (67%) or more of the total number of votes in the Association rejecl it. In the event that the proposed annual operating budget is rejected, the annual operating budget last ratified by the \1embljrs shall be continued until such time as the Members ratifY a subsequent annual operating budget proposed by the Board.

Section 8. Establishing the Annual Assessment. The Board shall establish the amount of the annual assessment tOr each l;alendar year beginning with cah:ndar year 2004 (the annual assessment for 2002 and 2003 having been established in the Declaration) and shall cause vvr:itten notice of each annual assessment to be sent to at least one (1) of the Owners of each Parcel not less than thirty (30) days in advance of the payment due date specified in the notice (which shall not be earlier than January 31 of the applicable calendar year), vihich written notice may be in the form of an invoice for the annual assessment. The failure of the Board to establish the amount of any annual assessment or send timely notice as required herein shall not constitute a violation, waiver or modification of the provisions of the Declaration, or a waiver of the Board's right to establish and collect the annual assessment at any time during the calendar year to which it is applicable, or a release of any Owner from the obligation to pay the assessment or any installment thereof tOr that or any subsequent year, and the annual assessment for the immediately preceding calendar year shall

a release of any Owner from the obligation to pay the assessment or any installment thereof tOr that or any subsequent year, and the annual assessment for the immediately preceding calendar year shall (Page 41 of 87) BK0093661?G00935 Declaration For Bedford At Falls River Page 35 continue in effect until the Board has established the new annual assessment (but when established, the amount of the new annual assessment shall be retroactive to January I of the applicable calendar year). If the annual assessment for any calendar year has not been established hy December 31 of the immediately preceding calendar year, the Board may send a notice of assessment as provided herein for lhe amount of the immediately preceding calendar year's annual assessment, together with notice that a new assessment may be established for that calendar year that may require an additional payment. Once the new annual assessment is established, any additional amount owed is due and payable by the payment due date specified in a supplemental notice to be sent to the Members by the Board; provided, such payment due date may not be less than thirty (30) days following the date of the notice.

Section 9. Collection of Assessments; Penalties for Late Payment.

(a) Atmual and special assessments may be collected onamonthly, quarterly, rumual or other basis, as detennined from time to time by the Board, v..ith the payment due date to be specified in the notice of the applicable assessment. The billing schedule shall be the same for all Owners. The Board shall have the power at any time and from time to time, in its sole discretion and upon such terms as the Board deems appropriate, to allow percentage discounts to Owners who pay annual

ers. The Board shall have the power at any time and from time to time, in its sole discretion and upon such terms as the Board deems appropriate, to allow percentage discounts to Owners who pay annual and/or special assessments earlier than the payment due date therefor; provided, however, all such discounts shall be made available and applied uniformly to all Owners.

(b) Subject to any limitations contained in the Declaration, other Governing Documents, or any applicable Legal Requirement, the Board has the authority at any time and from time to time to establish the payment Jue dates, interest rate on unpaid arnounls, and penalties for late paymt:nt of annual and special assessments and other charges. Assessments and other charges not paid by the payment due date shall bear interest at a rate equal to the lesser of (i) eighteen percent ( 18%) per annum, or (ii) the highest lawful rate under applicable Legal Requirements, or (iii) the amount, if any, established by the Board (or, in the absence of any amount being established by the Board, the lesser amount otherwise established by this subsection). In adJition to lhe obligation to pay the assessment and other charges and interest charges thereon, the defaulting owner also shall pay all ofthe Association's costs and expenses of collection thereof, including reasonable attorneys' fees.

(c) The Board may at any time and from time to time authorize a management company or other billing agent, on behalf of the Association, to bill and collect all assessments and other charges payable under the Declaration.

Section 10. Special Assessments. In addition to the annual assessments authorized here~ and subject to the other requirements of the Declaration, at any time and from time to time the

10. Special Assessments. In addition to the annual assessments authorized here~ and subject to the other requirements of the Declaration, at any time and from time to time the (Page 42 of 87) EK0_09366PG00936 Declaration For Bedford At Falls River Page 36 Association may levy a special assessment for the purpose of defraying, in whole or in part, the costs or expenses of any one or more of the following: (a) Maintenance of a capital improvement in or on the Common Property, including fixtures and personal property n:lated thereto.

(b) Additions to the Common Property.

(c) The necessary facilities and equipment to enable the Association to perform the functions and offer the services required or authorized herein.

(d) The Common Expenses of the Association, to the extent that such Common Expenses are not covered by annual assessments and applicable reserve funds.

(e) Repayment of any loan made to the Association to enable it to pay the Common Expenses or to perform the other functions and provide the other services required or authorized herein.

Each special assessment first shall be approved by the affirmative vote by each class of at a duly called meeting of the Association for which notice of the meeting includes notice of the proposed special assessment. A special assessment shall be due and payable as established by the vote of the Members approving the special assessment, or, if not established by such vote of the Members, as established by the Board.

Section 11. Certification of Assessments Paid. The Association (or any property manager authorized by the ,L\.ssociation), upon demand and payment of a reasonable charge or fee

tablished by the Board.

Section 11. Certification of Assessments Paid. The Association (or any property manager authorized by the ,L\.ssociation), upon demand and payment of a reasonable charge or fee established by the Association, shall furnish to any Owner or such Ovmer's authorized agent, or to any holder of a first lien deed of trust on a Parcel, or to an attorney who represents the Owner or a prospective purchaser of such Parcel, or to any other Person approved by the Board, a certificate signed by an officer of the Association (or the authorized property manager) setting forth whether or not the assessments and other l:harges owed by such Owner have heen paid. The certificate shall be furnished within ten (1 0) business days aft.errcl:cipt of the request therefor and it shall he binding on the Association, the Board .and ev~;;:ry Owner.

Section 12. Assessment Lien and Foreclosure. The assessments and other \.:harges provided for herein shall be the personal and individual debt of each Person who, at the time of the assessment or other charge, is an Ov.ner of the Parcel against which they are assessed or charged.

Any assessment or other charge not paid on or before the payment due date and remaining illlpaid (Page 43 of 87) BK009366PG00937 Declamtion For Bedford AL Falls River Page 37 for a period of thirty (30) days or longer, together with the fines, penalty and interest charges as provided in the Declaration, plus the cost::> of collection (including reasonable attorneys' fees), shall be a charge and continuing lien on the Parcel (and all Improvements thereon) owned by the defaulting Owner from and after the date on which a claim of lien is filed by the Association in the

s), shall be a charge and continuing lien on the Parcel (and all Improvements thereon) owned by the defaulting Owner from and after the date on which a claim of lien is filed by the Association in the office of the Wake County Clerk of Court. Except as otherwise provided in the Declaration or by Legal Requirements, such lien shall be superior to all other liens and charges against the Parcel and Improvements thereon. The Board shall have the power, in its sole discretion, to subordinate the lien to any other lien. The claim of lien shall set forth the name and address of the Association, the name of the record Owner of the Parcel at the time the claim of lien is filed, a description of the Parcel, and the amount of the lien claimed. In addition to the claim of lie~ the Association may execute, issue or record such other evidence of the lien as the Board deems necessary. Subsequent to the filing of the lien in the office of the Wake County Clerk of Court, the Association may foreclose the claim oflien in like manner as a mortgage on real estate under a power of sale or in any other manner allowed or required by applicable Legal Requirements, and/or the Association may institute suit against the Owner persona1ly obligated to pay the assessment or charge, and/or the Association may seek any other available remedy or relief. In any foreclosure proceeding the defaulting Owner shaH be required to pay the costs, expenses, and reasonable attorneys' fees incurred by the Association. The Association shall have the power to bid on and purchase the Parcel at foreclosure and to acquire, hold, lease, mortgage, convey or otherwise deal therewith. The remedies against a defaulting Om1er and such Owner's Parcel are cumulative and not mutually exclusive, and

at foreclosure and to acquire, hold, lease, mortgage, convey or otherwise deal therewith. The remedies against a defaulting Om1er and such Owner's Parcel are cumulative and not mutually exclusive, and the Association may seek none, or any one or more of such remedies, separately or simultaneously, as deemed appropriate by the Board.

Section 13. Lien Priority. The lien for unpaid assessments and other charges provided for herein 1s prior to all liens and encumbrances on a Parcel except (i) liens and encumbrances (specifically including a mortgage or deed of trust on a Parcel) recorded befOre the docketing ofthe claim of lien in the office of the Wake County Clerk of Court, and (ii) liens for real estate taxes and other governmental entity assessments and charges against the Parcel. Provided, however, this Section does not alTect the priority of mel.:htlllic's or materialmen's liens. A lien for unpaid assessments and other charges is extinguished unless proceedings to enforce the lien are instituted within three (3) years after the docketing ofthe ctaim oflien in the office of the Wake County Clerk a Parcel obtains title to the Parcel as a result of foreclosure of a first mortgage or first deed of trust or deed or other proceeding in lieu of foreclosure, such purchaser and its heirs, successors, and assigns, shall not be liable for the assessments against such Parcel which became due prior to the acquisition of title to such Parcel by such purchaser. Such unpaid a.;;sessment_.;; shall he deemed to be Common Expenses collectible from all the Ovmers, including such purchaser, its heirs,

r to the acquisition of title to such Parcel by such purchaser. Such unpaid a.;;sessment_.;; shall he deemed to be Common Expenses collectible from all the Ovmers, including such purchaser, its heirs, (Fikeagle\bedfordltlecl) (Page 44 of 87) Declaration For Bedford At Falls River Page J8 collection, from the Person who was the Owner of the Parcel during the time the assessments were assessed against the Parcel.

Section 14. Exempt Property. All Exempt Property is exempt from the assessments, charges and liens established pursuant to the Declaration.

Section 15. Reserve Funds. From the annual assessments the Board, in the exercise of its and replacements of Common Property and Common Expense Properties. Reserve funds are subject to the following: ta) Extraordinary expendilures not originally included in the annual operating budget, including (i) major rehabilitation or repair of the Common Property, (ii) emergency or other repairs required as a result of storm, t1re, natural disaster or other casualty 1oss, or (iii) the initial costs of any new service to be perfonned by the Association, first shall be charged against the appropriate reserves. Except for expenses of normal and routine maintenance included in the annual operating budget, all expenses for repair or replacement of the Common Property shall be charged first against appropriate reserves.

(b) If reserve funds become excessive, a.:;; determined by the Board, the Board may adjust the reserve funds by reallocation to other annual operating budget items or by applying excess amounts

erves.

(b) If reserve funds become excessive, a.:;; determined by the Board, the Board may adjust the reserve funds by reallocation to other annual operating budget items or by applying excess amounts as credits ::-~gainst a1mual assessments, or by refunding the excess amount to the then Owners.

Section 16. Operating Fund Assessment. At the first closing of the sale of each Lot after a Dwelling has been constmcted thereon (except for a Lot on which an Apartment Unit is located), the purchaser ofthe Lot and Dwelling shall pay to the Association at the time of the closing of the purchase an '"Operating fo\md Assessmenl" in an amount equal to one-fourth (114) of the then applicable annual assessment. The Operating Fund Assessment shall be paid only once with respect to each Lot, and is in addition to all applicable annual and special assessments. All Operating Fund Assessments shall be treated in the same mrumer ac; annual assessments and may he enforced and collected in the same marmer as annual assessments.

Section 17. Additional Assessments for Limited Common Property.

(a) The Declarant reserves the right, by recording Supplemental Declarations or Subdivision Declarations or other documents, to subject portions of the Properties located in one or more phases, sections or subdivisions in the Properties to provisions requiring the Owners thereof to pay additional annual assessments and special assessments to the Association for the maintenance of, and (Page 45 of 87) BK009366PG00939 Declaration For Bedford At Falls River rage 39 addition to, Limited Common Property, including any one or more of the following: (i) private streets; (ii) alleys; and {iii) landscaping, signs and decorative features.

Bedford At Falls River rage 39 addition to, Limited Common Property, including any one or more of the following: (i) private streets; (ii) alleys; and {iii) landscaping, signs and decorative features.

All ofthc provisions of the Declaration relating to annual and special assessments shall apply to the additional annual and special assessments for Limited Common Property, with the following exceptions: (i) the additional assessments with respect to any particular Limited Common Property arc assessed only against those Ovvncrs of portion of the Properties associated with such Limited Common Property; (ii) the initial additional maximum annual assessment and additional annual assessment for each Limited Common Property shall be established in the Supplemental Declaration or Subdivision Declaration that creates or establishes that Limited Common Property; (iii) the actual additional ammal and special assessments may vary from phase to phase, section to section or subdivision to subdivision; and (iv) the additional annual and special assessments for portions of the Properties in any particular phase, section or subdivision of the Properties shall be used exclusively in connection with the Limited Common Property associated with that phase, section or subdivision.

Section 18. No Default Under Insured l\iortgagc. Nothing contained in the Declaration shall be construed as stating or irnpl)ing that any failure of an Owner to pay assessments constitutes a default under any mortgage on such Owner's Parcel that is insured by the federal Housing Administration or Veterans Administration, or any mortgage program administered by either of said agencies.

Section 1. General Provisions. ARTICLE VII INSURANCE

that is insured by the federal Housing Administration or Veterans Administration, or any mortgage program administered by either of said agencies.

Section 1. General Provisions. ARTICLE VII INSURANCE (a) The Board shall have the power on behalf of the Association to: {i) purchase insurance policies relating to the Common Property and the activities of the Association; (ii) adjust all claims arising under such policies; and (iii) sign and deliver releases upon payment of claims. The cost of all insurance policies purchased by the Board as allowed or required by the Declaration is a Common Expense. Neither the llmrrd, nor a property manager, nor Declarant, shall be liable for 1hllure to obtain any insurance required by this Arcicle. or for any loss or damage that could have been paid by such insurance, if such insurance is not reasonably available. With respect lo insurance required by applicable Legal Requirements, the Association, either by hand delivery or United States Ivlail, postage prepaid, promptly shall notify the Owners if such insurance is not reasonably available, or if there is any material adverse modification. lapse, or cancellation of, such insurance that is not being replaced by other insurance.

(Page 46 of 87) BK0fr9366PG00~9""4.u0-Declaration For Bedford At ralls River Page 40 (b) To the extent such policy provision is reasonably available, no policy obtained by the Association shall be canceled, invalidated or suspended due to the conduct of any Owner, or such Owner's lessee or such Owner's (or lessee's) household members, guests, employees or agents, or of any director, ofticer or employee of the Board, or the property manager, without a prior demand

such Owner's lessee or such Owner's (or lessee's) household members, guests, employees or agents, or of any director, ofticer or employee of the Board, or the property manager, without a prior demand in vffiting thut the Association or the property manager cure the defect and such defect is not cured within thirty (30) ,lr:Jys after such demand.

(c) Ani nsurer that has is:=:;ued an insurance policy to the Association for property insurance on the Conm1onPropertyor for liabllity insurance shall issue certificates or memorandaofinsmance to the Association and, upon written request, to any Owner, mortgagee undet· any mottgage on a Parcel or beneficiary under any deed of trust on a ParceL The insurer issuing the policy may not r~ncwal has been mailed to the Association and each Owner, mortgagee and beneficiary to whom certificates or memoranda of insurance have been issued, to their respective last known addresses.

(d) All policies or insurance shall be written by reputl:lblc companie~ licensed or qualiiicd to do business in North Carolina.

(c) The deductible or retained limit (if any) on any insurance policy ohtained by the Association shall be a Common Expense.

Section 2. Property Insurance.

(a) Commencing not later than the first conveyance of a Lotto a Class A Member other than a Hui lder, the Association, to the ex1t:nt that it is reasonably available, shall obtain and maintain prope11y insurance on the Common Property insuring against all risks of direct physical loss commonly insured against, including fire damage and extended coverage perils. The toial amount of such insurance after application of any deductibles shall be not less than eighty percent (~0%) of

oss commonly insured against, including fire damage and extended coverage perils. The toial amount of such insurance after application of any deductibles shall be not less than eighty percent (~0%) of the replacement cost or tbe insured property at the time the insurance is purchased and at each renevval date, exclusive of land, excHvations, lOundations and other items normally excluded from property policies. The Board shall also obtain and maintain appropriate coverage on personal pruperty ovmed by Ll}c Association.

(b) Each such property policy also shall provide: ( 1) that each Owner is an insured person under the policy to the extent of such Ov.-ner' s insurable interest; (Page 4 7 of 87) BK009366PG00941 Declaration For Bedford At Falls River Page 41 (2) that the insurer waives its right to subrogation under the policy against any Owner or member of that Owner's household; (3) that no act or omission by any Owner, unless acting within the scope of such Owner's authority on behalf of the Association, will preclude recovery under the policy; and (4) that any "no other insurance" clause expressly exclude individual Owner's policies from its operation so that the Association's policy provides primary coverage and any individual Owners' policies covering the same risk shall be excess coverage, and in no event shall the insurance coverage obtained and maintained by the Association herellilder provide for or be brought into contribution 'Nith insurance purchased by Owners or Mortgagees, unless otherwise required by law; (c) Certificates of property insurance on the Common Property, all renewals thereof, and any

by law; (c) Certificates of property insurance on the Common Property, all renewals thereof, and any premiums, shall be delivered by the insurer to any tv'1ortgagee requesting the same.

Section 3. Liability Insurance. Conuncncing not later than the first conveyance of a Lot to a Class A Member other than a Builder, the Association, to the extent that it is reasonably available, shall obtain and maintain liabiliLy insurance in reasonable amounts, covering all occurrence::;; commonly insured against for death, bodily injury, and property damage arising out of or in connection with the use, ownership or maintenance of the Common Property. "Umbrella" liability insmance in excess of the primary limits may be obtained in reasOiktble amounts as determined by the Board in its sole discretion.

Section 4. Other Insurance.

insmance as follows: The Association may obtain and maintain other (a) adequate fidelity coverage to protect against dishonest acts on the part of directors, officers, trustees and employees of the Association and all others who handle or are responsible for handling funds of the Association, including any property manager and volunteers. If the Association has delegated some or all of the responsibility for handling funds to a property manager, such property manager shall be covered by its own fidelity insurance; however, the Board may purchase additional fidelity coverage for the property manager as well. Such fidelity insurance (except for fidelity insurance obtained by the property manager for its own persollllel) shall: (i) name the Association as an obligee; (ii) be written in an amount not less than one-fourth of the total annual

or fidelity insurance obtained by the property manager for its own persollllel) shall: (i) name the Association as an obligee; (ii) be written in an amount not less than one-fourth of the total annual assessment for Common Expenses or the amount required by the Mortgagees, the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, whichever is greatest; and (Page 48 of 87) Declaration For Bedford At Falls River Page 42 (iii) contain waivers of any defense based upon the exclusion of persons who serve without compensation from any definition of""employee" or similar expression.

(b) if required by a majority of the Mortgagees or any applicable Legal Requirement, flood insurance on the Common Property in accordance with the then applicable regulations for such coverage.

(c) workers' compensation insurance if and to the extent necessary to meet the requirements of law (including a voluntary employees endorsement and an ''all states" endorsement).

(d) directors ru1d officers liability insurance.

(e) such other insurance as the Board may Jetemtine from time to time in the exercise ofils reasonable discretion., or as may be requesled from time to time by the affimmtivc vole of a majority of the \1embers present at a duly called meeting of the Association.

Section 5. Owners' Insurance. Tn <Jddition to any insurance policy issued to the Association, each Owner shaJl have the right to obtain i!lsura:nce for such Owner's benefit, at such Owner's expense. Provided, however, no 0\tVfler shall acquire or maintain insurance coverage on the Common Property so as to: (i) decrease the amount which the Association may realize Wlder any

t such Owner's expense. Provided, however, no 0\tVfler shall acquire or maintain insurance coverage on the Common Property so as to: (i) decrease the amount which the Association may realize Wlder any insurance policy maintained by the Association; or (ii) cause any insurance coverage maintained by the Association to be brought into contribution with insurance coverage obtained by an Owner.

ARTICLE VIII REPAIR ~D RESTORATION OF THE PROPERTIES Section 1. When Required.

(a) Common Property. If all or any part of the Common Property for which property insurance under the Declaration or applicable Legal Requirements is damaged or destroyed the Association promptly shall repair or replace same unless (i) the Declaration is terminated, (ii) repair or replacement would be illegal under any applicable Legal Requirement, or(iii) the Members decide not to repair, restore or replace by a vote of eighty percent (80%) or more of the votes cast by the Members present at a duly called meeting of the Association (which vote, during the Declarant Control Period, also must be have the affirmative vote of a majority of the Class A l\-Iembers who are present at such meeting, and which vote, with respect to any Limited Common Element, must have the approval of one hundred percent (1 00%) of the :vfembers to which such Limited Common (Page 49 of 87) Declaration For Bedford At Falls River Page 43 Element is allocated). The cost of repair or replacement in excess ofinsurance proceeds and reserves is a Common Expense, for which there may be a special assessment.

If the damage is not repaired or replaced, then {i) the Association, first using the in::;urance proceeds atlributablc to the damaged property, shall remove all remnants of the damaged

ial assessment.

If the damage is not repaired or replaced, then {i) the Association, first using the in::;urance proceeds atlributablc to the damaged property, shall remove all remnants of the damaged improvements and restore the damoged an:a Lo a condition compatible with the remainder of the Properties, (ii) the insumnce proceeds aLtributable to Limited Common Property which are not repaired or replaced shall be distributed to the Members to whom such Limited Common Property were allocated, or to lienholders, as their interests may appear, and (iii) the remainder of the insurance proceeds shall be distributed to all of the Members or lienholders, as their interests may appear, in proportion to the Common Expense liabilities of all of the Lots and Development Parcels.

Provided, however, and notwithstanding the foregoing, if the Declaration is terminated. the distribution of insurance proceeds shall be in compliance 'With the applicable requirements of the Act.

(b) Lots. If a Dwelling or other Improvement located upon a Lot is damaged or destroyed, the Ov.uer thereof shall restore the site either: (i) by repffiring or replacing such Hwelling or other Improvement; or (ii) by clearing away the debris and restoring the site to a condition compatible with the remainder of the Properties. Unless the Architectural Review Conunittee permits a longer time period, such work must be commenced within six months and substantially completed within twelve months after the occurrence of the damage or destruction. Any repair or replacement that differs in anymaterialrespcctfrom the previously Approved Plans for the Dwelling or other Improvement that was damaged or destroyed first must be approved by the Architectural Review Committee in the manner required herein.

espcctfrom the previously Approved Plans for the Dwelling or other Improvement that was damaged or destroyed first must be approved by the Architectural Review Committee in the manner required herein.

Section 2. Eminent Domain.

(a) Definitions. For the purposes of this Section, "Taking" means an acquisition of all or any part of the affected portion of the Properties or of any interest therein or right accruing thereto as a result of, in lieu of, or in anticipation of, the exercise of the right of condemnation or eminent domain, or a change of grade caused by the action of the City affecting the value of the Common Property or any part thereof so severely as to amount to condemnation.

(b) Taking of Lot. If there is a Taking of a Lot, or a Taking of part of a Lot leaving the Owner with a remnant which may not practically or la\'..fully be used for any purpose permitted under the Declaration, the award shall compensate the Owner for the Lot and the Ov·mer' s interest in the Common Property. Upon such Taking, there shall be no votes in the Association allocated to such Lot, or remnant thereof, nor shall such Lot or remnant thereof, be subject to any further assessments under the Declaratjon.

(Page 50 of 87) BKG09366PC300944 Declaration for Bedford At Falls River Page 44 If there is a Taking of part of a Lot, the award shall compensate the Owner for the reduction in value of the Lot. With respect to determining the foregoing, in the event of a Taking of part of a Lot there shall be no reduction in the vote allocated to that Lot nor in the assessments assessed against such Lot.

(c) Taking of Common Property. If there is a Taking of all or any part of the Conunon

ot there shall be no reduction in the vote allocated to that Lot nor in the assessments assessed against such Lot.

(c) Taking of Common Property. If there is a Taking of all or any part of the Conunon Property, then the Association shall notify the Owners, but the Board shall act on behalf of the Association in connection therewith and no Owner shall have any right to participate in the proceedings incident thereto as an Owner. The award made for such Taking shall be payable to the Association, to be disbursed as follows. If the Taking involves a portion of the Common Property on which improvements have been constructed, then the Association, to the extent reasonably practicable and in accordance with plans reasonably adopted by the Board, shall reslore or replace such Common Property improvements, unless a contrary determination is made by Declarant, during the Declarant Control Period, or, following the end of the Declarant Control Period, by the affirmative vote of sixty-seven percent (67%) or more of the votes cast by the Members present at a duly called meeting of the Association.

If any portion of any award for a Taking of the Common Propc1ty is attributable to any Limited Common Element, such portion of the award shall be apportioned equally between the Association and the Owners of the Lots to which the Limited Common Element was allocated at the time of the Taking.

ARTICUc IX USE OF THE PROPERTIES; PROTECTIO:\' OF COMMON ELEMENTS Section 1. Use of the Properties. No portion of the Properties shall be used for other than residential, recreational or substantially related purposes which are permissible under applicable City zoning ordirumce:::; for residential zoning districts, exr..:ept that Commercial Property may be used for

al, recreational or substantially related purposes which are permissible under applicable City zoning ordirumce:::; for residential zoning districts, exr..:ept that Commercial Property may be used for all purposes allowed under City zoning ordinances and other Legal Requirements. Provided, however, and notwithstanding the foregoing sentence, during the Declarant Control Period: (i) Declal'ant, and any Builder with Declarant's consent, may maintain sales ofiices and temporary construction trailers on any portion of the Properties owned by such Person~ for the purpose of conducting business related to the development, improvement or sale of such portion of the Propertit:s or the constmction ofimprovements thereon. Provided, however, all such non-residential uses must comply with all applicable Legal Requirements; and (ii) Declarant, and any Builder with Declarant's consent, may conduct such business activities on any portion of the Properties owned by such Person as may be necessary in connection with the development and/or sales or marketing of any part or all of the Properties.

(Page 51 of 87) Declaration For Bedford At F.all~ R.iver Page 45 Section2. Owner Liability. IfanyOwncrlslegallyresponsiblcfor damage inflicted on any Common Property, the Association may direct such Owner to repair such damage, or the Association may itself cause the repairs to be made and recover damages from the responsible Owner, including costs incurred in seeking and enforcing applicable legal remedies, including reasonable attorneys' fees.

Section3. Legal Requirements. Nothinghcreincontainedshall be deemed to constitute a waiver of any Legal Requirement applicable to any portion of the Properties, and all applicable

ble attorneys' fees.

Section3. Legal Requirements. Nothinghcreincontainedshall be deemed to constitute a waiver of any Legal Requirement applicable to any portion of the Properties, and all applicable Legal Requirements relative 10 the construction of Improvements on, and/or usc and utiliza1ion o±: any portion of the Properties shaH be complied with by th~ Owners and occupants of such portions of the Properties, whether or not the Approved Plans for s£1mc are in compliance with such Legal Requirements. Provided, that in any instance in which the provision:; oftht: Declaration impose <1 more restrictive requirement than the applicable Legal Requirements, the provisions of the Declaration shall be complied witl1 in addition to the applicable Legal Rt::quirements.

Section4. New Construction. ConstructionofnewDwellings only shall be pennitted on Lots and Development Parcels, it being the intent of this Section to prohibit the moving of any existing building or structure onto any Lot or Development Parcel and remodeling or converting same into a 11welling. Provided, however: the foregoing shall not be construed as prohibiting maintenance of, remodeling of, or construction of additions to, existing Dwellings that previously have been constructed in compliance with the Declaration, provided that such maintenance, remodeling or additions is performed in accordance with the Approved Plans therefor.

Section 5. Rules ofthe Association. .All Owners and occupants of Parcels shall abide by all rules and regulations for the Common Property adopted by the Board. The Board shall have the power to enforce compliance with said rules and regulations by all appropriate legal and

all have the power to enforce compliance with said rules and regulations by all appropriate legal and regulations shall be liable to the Association for all damages and fines, including costs incurred in seeking and enforcing applicable legal remedies, including reasonable attorneys' fees.

Section 6. Temporary Structures Prohibited. No structure of a temporary character, such as a trailer, basement, tent, shack, garage, barn or other outbuilding shall be used on any portion of the Properties at any time as a Dwelling.

Section 7. "' etlands; !'.-euse River Buffers. Portions of the Properties may have been determined to meet the requirements for designation as a regulatory wetland. Notwithstanding anything to the contrary that may appear herein or in any other restrictive covenants applicable to such portions of the Properties, any subsequent fill or alteration of any portion of the Properties that (Page 52 of 87) Declaration for Bedford At Falls River Page 46 has been determined to be a regulatory wetland under applicable laws of the United States or the State ofNorth Carolina shall conform to the requirements of applicable wetland rules adopted by the United States or the State ofNorth Carolina and in force at the time of the proposed alteration_ The intent ofthis Section is to prevent additional wetland fill except as allowed under applicable Legal Requirements, so the Owner of any such portion of the Properties should not assume that a future application for fill or alteration of a wetland will be approved_ The Owner of any portion of the

Legal Requirements, so the Owner of any such portion of the Properties should not assume that a future application for fill or alteration of a wetland will be approved_ The Owner of any portion of the Properties subject to any such future application shall report the name of the development (in this case, Bedford At Falls River), together with the name of the particular phase, section or subdivision within the Properties, if any, in any application pertaining to wetland rules. The provisions of this Section are intended to ensure continued compliance with wetland rules adopted by the United States or State of)Jorth Carolina and this covenant may be enforced by the United States or State ofNorth Carolina. Portions of the Properties also may be subject to Neuse River Buffer requirements in River Buffer requirements shall at all times comply with same. The provisions of this Section shall nm with the Prope11ies and be binding on all Ov..ners of any part or all of the Properties and all persons claiming under them.

Section 8. Animals. No animals of any kind (including livestock, reptiles or poultry) shall be kept on any portion of the Properties or in any Dwelling except for dogs, cats or other household pets which are not used for breeding or othel' commercial purposes, and provided that they do not create a nuisance (in the judgment of the Board), by number of animals, noise, odor, damage or destruction of pl'operty, animal waste, or any other reason, and further provided that they are kept in compliance with all applicable Legal Requirements and such rules and regulations pertaining thereto as the Board may adopt from time to time, which rules and regulations may include

t they are kept in compliance with all applicable Legal Requirements and such rules and regulations pertaining thereto as the Board may adopt from time to time, which rules and regulations may include requirements that all such animals be kept on a leash or othem·ise restrained whenever they are anywhere on the Properties other than on the Owner's Lot or other areas specifically designated for animals not on leashes, and that animals not be allowed on the Recreational Amenities_ The Owner responsible for an animal being on the Properties shall promptly clean up or remove from the Properties all solid bodily wastes from that animal.

Each Owner who keeps any animal on any portion of the Properties shall be deemed to have indemnified and agreed to hold ham1lcss the Association, Declarant and all other Owners, from and against any loss, claim for damages to person or property, cause of action, or liability of any kind, including all costs of defending against same (including reasonable attorneys' fees), arising out of or resulting from such animal, including any actions of the animal. An easement over and upon the Properties hereby is reserved for the City to exercise and enforce all applicable Legal Requirements relating to animal control.

(Page 53 of 87) BKQ-ft-9--3 6 6-PM 0 9 4-7Declaration For Bedford At Falls River Page 47 Section 9. Antennas and Other Attachments. No permanent attachments of any kind or character whatsoever (including, but not limited to, television and radio antennas and satellite dishes or other device for reception of television or radio signals) shall be made to the roof or exterior walls of any Dwelling or other building on any portion of the Properties, nor shall the same

dishes or other device for reception of television or radio signals) shall be made to the roof or exterior walls of any Dwelling or other building on any portion of the Properties, nor shall the same be located on any portion of the Properties outside of any Dwelling or other building, unless such attachments first shall have been submitted to and approved by the Architectural Review Committee.

Provided, however, the Association shall not prevent access to telecommunication services in violation of any applicable Legal Requirement. Generally, exterior antennas, satellite dishes greater than one meter (39 inches) in diameter, or satellite dishes or other reception devices located in or on the front of a Dwelling or other building, will not be allowed on the Properties. Provided, however, (i) a Owner may install an antenna permitted by any applicable architectural guideline upon prior v.Titten notice to the Architectural Review Committee; (ii) the Architectural Review Committee may approve other antennas in appropriate circumstances; and (iii) the .Architectural Review Committee may establish additional guidelines as technology changes. Further provided, the Association may, but shall not be required to, install and maintain antem1as, satellite dishes or similar equipment in or on the Common Property to serve the Common Property and/or the Properties. No outdoor clotheslines shall be allowed on any portion of the Properties.

Section 10. Boats, etc. No motorboat, houseboat or other similar water-home vehicle, airplane, travel trailer, other trailer, or "camper" vehicle shall be maintained, stored or kept on any portion of the Properties, except in enclosed garages or screened areas appro·ved by the Architectural

ne, travel trailer, other trailer, or "camper" vehicle shall be maintained, stored or kept on any portion of the Properties, except in enclosed garages or screened areas appro·ved by the Architectural Revie\v Committee, nor shall any of the foregoing at any time be parked on any street within the Properties.

Section 11. Fences, Walls and Hedges. Except as specifically approved in writing by the Architectural Review Committee with respect to Approved Plans or in architectural guidelines, or except as maintained by the Association on any Common Property, no fence shall be maintained on a Lot or Development Parcel, and no fence, wall or hedge shall be maintained on any Lot nearer to any street adjoining the front of such Lot than the front comer of the Dwelling thereon, and shall not exceed four(4) feet in height. All fences on Lots shall be maintained at all times in a structurally sound and attractive manner and in a good state of repair, and shall consist of materials approved by the .Architectural Review Committee. Provided, however, the foregoing shall not be construed to prohibit, or require prior Architectural Review Committee approval for, fencing to contain trash or Improvements on the Lots.

Section 12. Harmful Discharges. There shall be no emissions of dust, sweepings, dirt, cinders, odors, gases or other substances from any portion of the Properties into the atmosphere (other than those resulting from cleaning or normal, residential chimney or outdoor grill emissions), (Page 54 of 87) Declaration For Bedford At Falls RJver Page 4& there shall be no production, storage or discharge ofhazardous wastes from or on any portion of the

missions), (Page 54 of 87) Declaration For Bedford At Falls RJver Page 4& there shall be no production, storage or discharge ofhazardous wastes from or on any portion of the Properties, and there shall be no discharges of liquid or solid wastes or other harmful matter into the ground, sewer or any body of water within the Properties, if such emission, production. storage or discharge may adversely affect the use of any portion of the Properties, or may adversely a±lect the health, safety or comfort of the occupants of the Propetties. Provided, however, the foregoing prohibitions shall not prevent or interfere \vith the reasonable development or maintenance of any portion of the Properties by Declarant or any other Owner in accordance \Vith applicable Legal Requirements, nor shall they prevent the reasonable use, handling, storage and disposal of medically related hazardous substances and wastes in compliance with all applicable Legal Requirements.

Section 13. Home Businesses. A 0\vner may maintain an office or home business on such Owner's Lot or in any Dwelling or other improvcmc.:nt located on the Lot only if: (i) such office or home business is operated by the Owner or a member of the Owner's household residing on the Lot, or by Owner's tenant residing on tht! Lot; (ii) there are no displays or signs indicating that the Lot or improvement is being used other than as a residence; (iii) such office or business does not generate significant traffic or parking usage (as determined by the Board) by clients: customers or other Persons; (iv) no equipment or other items related to the office or business is stored, parked or otherwise kept on such Owner's Lot outside of the Dwelling or other enclosure approved by the

or other Persons; (iv) no equipment or other items related to the office or business is stored, parked or otherwise kept on such Owner's Lot outside of the Dwelling or other enclosure approved by the Architectural Review Committee; (v) such Ov..ner has obtained from the City, and maintains in effect, all required approvals for such use; (vi) the activity is consistent with the residential nature of the Properties and complies with all applicable Legal Requirements; (vii) no person is employed residing on the Lot or the Owner's tenant residing on the Lot; and (viii) the Owner has obtained prior written approval from the Board and thereafter registers annually with the Association as long as the operation of the home business continues. As a condition to such use, the Board may require the Owner to pay any increase in the rate of insurance, trash removul, utilitir.:s or olher costs for the Association or other Owners which result from such use. Garage sales, yard sales and similar activities shall be conducted only in accordance with all applicable Legal Requirements ami the rules and regulations, if any, adopted by the Board.

Section 14. Hunting; Discharge of Firearms. Hunting and trapping of wild animals, fowl and game and the discharge of firearms and/or bows and arrows and/or other weapons within the Properties is prohibited, unless required for public or private safety.

Section 15. Landscaping; Utility Lines. No fence, wall, tree, hedge or shrub planting which obstructs sight lines for vehicular traffic on public or private streets in the Properties shall be placed or permitted to remain on any portion of the Properties. Pavement, plants, trees and other

ch obstructs sight lines for vehicular traffic on public or private streets in the Properties shall be placed or permitted to remain on any portion of the Properties. Pavement, plants, trees and other landscape and decorative materials shall nul be placed or permitted to remain on any portion ofthe Properties: (i) if such materials may damage or interfere with any ea.:;ernent for the installation or (Page 55 of 87) B:K009366PG00949 Declaration For Bedtbrd At Falls River Page 49 maintenance of utilities; or (ii) in 'Violation of the requirements of such easements; or (iii) unless in confOrmity with applicable standards of holder of the easement; or (iv) if such materials may unreasonably change, obstmct or retard direction or flow of any storm water drainage. Otherwise, the installation and maintenance of such materials \vithin utility easements shall be permitted.

Except fOr hoses, temporary lines and other equipment reasonably necessary in cotu1ection with construction or maintenance activities or normal landscape or yard maintenance, no water pipe, sewer pipe, gas pipe, storm water drainage pipe, television or telephone cable, electric line or other, similar transmi::;sion line shall be installed or maintained on any Parcel above the smfacc of the ground, except for those located in eao;;ements maintained by the City or applicable public utility provider or otherwise required by the City or applicable public utility provider, or as necessary for such pipes, lines and other facilities to function properly, or as approved by Declarant during the Declarant Control Period, or as approved by the BoarJ following the end of the Declarant Control Period.

Section 16. Lighting. No exterior lighting on any portion of the Properties shall be

during the Declarant Control Period, or as approved by the BoarJ following the end of the Declarant Control Period.

Section 16. Lighting. No exterior lighting on any portion of the Properties shall be directed outside the boundaries thereof, except for required street and parking lot lighting and as otherwise approved by the Architectural Review Committee. Typical residential floodlights and decorative directed toward the Dwelling on a Lot shall be permiUed when used in a reasonable manner. All exterior lighting that is not in conformity with applicable architectural guidelines, if any, first shall be approved in writing by the Architectural Review Committee.

Section 17. Mailboxes and Newspaper Tubes. All mailboxes, unless affixed to the Dwelling (which may occur only if approved by the Architectural Review Committee or if required by any T .egal Requirement), shall be affixed to a substantial pole or stand pennanently placed in the ground and shall not be located within a sidewalk. Newspaper tubes shall conform to the architectural guidelines tOr same, if any. Architectural guidelines with respect to mailboxes and newspaper tubes may require, prohibit, restrict or specify one or more ofLhe following: method and type of support; style; material; color; size; height; and one or more of the foregoing with respect to the numbering and/or lettering to be placed on a mailbox or newspaper tube, or affixed thereto.

There may be different mailbox and newspaper tube requirements for the various phases, sections or subdivisions within the Properties.

Section 18. Motorized Vehides; On-Street Parking. All motorized vehicles operating within the Properties, including automobiles, motorcycles, trucks and golf carts, must have proper

in the Properties.

Section 18. Motorized Vehides; On-Street Parking. All motorized vehicles operating within the Properties, including automobiles, motorcycles, trucks and golf carts, must have proper and adequate mufflers. Each Owner, or any applicable Sub-Association, shall provide for adequate parking space on such Owner's Lot or on Sub-Association Common Property for all motorized vehicles and bicycles regularly used in connection with such Lot. No vehicles of any kind or any other apparatus designed for movement over and upon streets or highways (whether self-propelled or not) shall be parked in the Common Properly (except in areas, if any, designated for parking) or (Page 56 of 87) BKO 0 §t3-6-6PGOil95 0 Declaration For Bedford At Falls River Page 50 regularly parked on the streets v.-ithin or adjoining Lhe Properties, and trucks -with tonnage in excess of one (1) ton shall not be permitted to park overnight on Lhe streets, drivew::1ys or othenvise within the Properties, except that. during the Declarant Control Period, Declarant, and thereafter, the Board, may allow such parking by any vehicles used in connection with the construction of improvements within the Properties. In addition to and supplemental to the foregoing, the Association may promulgate and enfOrce rules and regulations relating to parking on the streets within or adjoining the Properties, including allm.ving temporary on street parking for special events related to the Recreational Amenities.

Properties~ except for security devices used in the mrumer intended therefor, nor shall any Person

Amenities.

Properties~ except for security devices used in the mrumer intended therefor, nor shall any Person pcnnit or engage in any activity, practice or behavior resulting in substantial and unjustified annoyance, discomfort or disturbance to any Person lawfully present on any portion ofthc Propr..,'"liics.

Provided, ho\vcver, the prohibition against noises contained in this Section shall not preclude or limit activities on the Recreational Amenities or other Common Property or Sub-Association Common Property conducted in accordance with the applicable rules and regulations of the Association, including swim meets and other athletic and social events. Further provided, the fOregoing prohibitions shall not pre'i1ent or interfere with the reasonable development or maintenance of any portion of the Properties by the Association, Declarant or any other Owner in accordance with applicable Legal Requirements.

Section 20. Nuisance and Other Matters. No noxious or offensive acdvity shall be conducted upon any portion of the Prope1ties, nor shall anything be done thereon which may be or may become an a1moyance or nuisance to the neighborhood. Provided, hmvever, the usual, customary or reasonable usc and maintcn:.mce of a Lot, a Dwelling, the Recreational Amenities, or any other Common Property, shall not constitute a nuisance. Further provided, the development of the Properties by Declarant and Builders, and the usual, customary or reasonable construction and maintenance of Dwellings and other improvements in the Properties shall not constitute a nuisance.

Further provided, the operation mid use of the Recreational Amenities in the manner required or

n and maintenance of Dwellings and other improvements in the Properties shall not constitute a nuisance.

Further provided, the operation mid use of the Recreational Amenities in the manner required or allowed by the provisions of the Declaration shall not constitute a nuisance.

No trade materials or inventories (other than materials used fOr construction of Dwellings or other approved structures or improvements) shall be stored upon any portion of the Properties and no tractors, inoperable motor vehicles, rubbish, trash, or unsightly materials of any kind shall be stored, regularly placed, or allowed to remain on any portion ofthe Properties unless adequately screened or contained as approved by the Architectural Review Committee, except that trash, leaves, tree limbs, materials for recycling pick-up and similar items may be kept or placed temporarily and only for such time as is reasonably necessary to enable the City or appropriate private entity to remove same, and inoperoble motor vehicles may be stored if the same are kept entirely in an (Page 57 of 87) BKOruJS-66PGo-tt9 51 Declaration For BcdtOrd At Falls River Page 51 trucks and/or other construction vehicles, materials and equipment may be allowed to remain on the Properties temporarily during construction of roads, utilities, the Recreational Amenities, Dwellings and other improvements in the Properties, and such vehicles, materials and equipment also may be allowed to remain on the Properties during consttuction or maintenance on the Properties of Dwelltngs and/or other improvements which have been approved by the Architectural Review

uipment also may be allowed to remain on the Properties during consttuction or maintenance on the Properties of Dwelltngs and/or other improvements which have been approved by the Architectural Review Committee. Notvvithstanding the foregoing, no vehicle of any type or size which transports inflammatory or explosive cargo or which stores or transpmts materials or substances ddined as hazardous or toxic by any applicable Legal Requirements shall be k(.,'"Pt or stored or allowed to remain in or on the Properties at any time, except as may be required to effectuate transportation or removal of such prohibited materials and substances tlnough or from the Properties, or, vvith respect to explosive mmerials, as may be reasonahly required in connection with the construction m· installation of streets and utilities in the Properties, or a'i may be allowed by Declarant, during the Declarant Control Period, and thereafter, the Board, v.,:hen reasonably required for the construction of other improvements within the Properties.

Section 21. Obstructions, etc. No Owner shall obstruct any of the Common Property, City greenways or greenway easements or any pedestrian access easements providing access to Common Property or City grcenways or greenway casements, nor shall anything be kept, stored~ altered, constructed or planted in or on the Common Property or removed therefrom ( exct:pt as Declarant Control Period, and, thereafter, the Board, or except in the exercise of any valid easement over any portion ofthe Common Property. ProvideJ, however, the Association, and, during the Dedarant Control Period Declarant and Builders (with Declarant's consent), shall have the right to

easement over any portion ofthe Common Property. ProvideJ, however, the Association, and, during the Dedarant Control Period Declarant and Builders (with Declarant's consent), shall have the right to maintain signs in and on the Common Property, and to maintain in the Cormnon Property such materials, equipment and other apparatus, as may be reasonably necessary to enable the Association to perfonn its functions and provide the services under the Declaration, or 1o enable Declarant or such Builders to market and sell the Properlies. The rights of use and enjoyment of the Common Property conferred upon Owners by the Declaration do not include the right to interfere with the Declarant's, any Builder's, or the Association's me or maintenance of the Common Property.

Section 22. Prohibition on L-se for Streets_ V!lithout the express written consent of Declarant during the Declarant Control Period (and, thereafter, by the Board), which consent may be given or denied in its sole discretion, no Lot or Development Parcel may be used, established or dedicated as a public street right of way or a private street right ohvay or driveway, where one of the purposes therefor or results thereof is to provide pedestrian or vehicular access to any propetty that is not part of the Properties, except 10r such pedestrian access casements as arc shovm on recorded plats oftl1e Properties and arc e.stnblishcJ to provide access to Common Property or to City greenways or greenway easements.

(Page 58 of 87) Declaratifln For Bedford At Falls River Page 52 Section 23. Restricted Actions by Owners. No Owner shall do or penn it an)1hing to be done or kept within the Properties or on the Common Property which will result in the

dford At Falls River Page 52 Section 23. Restricted Actions by Owners. No Owner shall do or penn it an)1hing to be done or kept within the Properties or on the Common Property which will result in the cancellation of or increase in the cost of any insurance carried by the Association, or which would be in violation of any Legal Requirement or any mlc or regulation established by the Association.

No waste shall be committed on the Common Property, cxccpl as may be necessary to enable DecJanmt, a Builder or the As::;ociation to exercise any rights reserved to them hereunder or except as may be necessary to enable the Association to perfonn its functions and provide services under the Declat"ation. Each Uwner shall comply v,dth. all Legal Requirements applicable to a..."'ly pa...rt or a!!

of the Properties, including applicable zoning ordinances and building codes.

Section 24. Restrictions on Rental of Dwellings. It is contemplated by the Declaration that all Dwellings other than Apartment Units generally are intended for use and occupancy by the Ovvner of the Dwelling. Accordingly, and notwithstanding anything to the contrary herein, the term ;'residential, recreational or substantially related purposes" as used in Section 1 of this Article specifically excludes the leasing of Dwellings other than Apartment Units, in any one or more of the following instances: (a) by an Owner who has not regularly occupied the Dwelling as the Owner's primary residence and has no future intent to do so; (b) by an Owner who has not regularly occupied the Dwelling as the Owner's primary residence and who enters into a lease with a tenant that gives the tenant the option to purchase the Dwelling during, or at the end of, the term of the lease; or

ed the Dwelling as the Owner's primary residence and who enters into a lease with a tenant that gives the tenant the option to purchase the Dwelling during, or at the end of, the term of the lease; or (c) by an Owner where the primary purpose of the ownership of the Dwelling is for commercial purposes in that the Dwelling is intended primarily for lease to tenants and not for occupancy by the Owner as the Owner's primary residence.

Provided, however, and notwithstanding the foregoing restrictions on leasing of Dwellings, any model horne may be (eased to or by a Builder.

Section 25. Sewer Systems. As long as reasonably adequate sanitary sewer service is supplied to a Lot or Development Parcel by the City, no private sewage system shall be pennitted on that Lot or Development Parcel.

Section 26. Signs. No sign of any kind shall be displayed to the public view on any portion of the Properties except for signs which are approved by Declarant, during the Declarant Control Period, and thereafter, by the Board, and which are for one or more of the following purposes: (i) advertising a portion of the Properties for sale or rent; (ii) advertising the Builder (Page 59 of 87) BTffi-ft-9 3 6-8-PGO 0 9-53: Declaration For Bedford At Falls River Page 53 constructing Improvements on a Lot or Development Parcel during the construction and/or sales period; (iii) identifying the subdivision name of the Properties or of a phase, section or subdivision of the Properties, or the number or street address of a Lot or Dwelling, or directing Persons as to the location of certain portions of the Properties; (iv) identifying any portion of the Common Property; (v) signs required by the City or a utility provider, whether or not approved by Declarant or the

e location of certain portions of the Properties; (iv) identifying any portion of the Common Property; (v) signs required by the City or a utility provider, whether or not approved by Declarant or the Board; and (vi) any other purpose approved by Declarant, during the Declarant Control Period, and thereafter, by the Board; provided hmvever, the foregoing limitations shall not restrict or prohibit Declarant (or, at the appropriate time, the Board) or the City from maintaining on any portion of the Properties signs describing the identity, location, or"for sale" character of the Properties, or portions thereof, or signs identifYing various phases, sections or subdivisions of the Properties, or regulatory, street and directional signs. All signs maintained on any portion of the Properties must comply with all applicable Legal Requirements.

Section 27. Soil Erosion Control. During all periods of construction on any portion of the Properties, the Owner thereof shall maintain proper and adequate soil erosion control to protect other portions of the Properties from accumulated silt and other soil erosion.

Section 28. Tree Cutting. No live trees with a diameter in excess of six (6) inches, measured twelve (12) inches above the ground, nor "flowering trees" (such as dogwood or redbud} or broad leaf evergreens (such as holly, laurel or rhododendron) trees in excess of two (2) inches in diameter, similarly measured, no live vegetation on slopes of greater than twenty percent (20%) gradient or marked "no cut" areas on Approved Plans, may be cut without the prior Mitten approval of the Architectural Review Committee, unless necessary to construct Improvements based on Approved Plans or to prevent injury to Persons or property. Further, no live trees planted by the

en approval of the Architectural Review Committee, unless necessary to construct Improvements based on Approved Plans or to prevent injury to Persons or property. Further, no live trees planted by the Declarant or any Builder to comply v,ith applicable Legal Requirements shall be cut without the prior v.Titten approval of the Person who planted same. The Board may adopt rules and regulations for cutting of trees to allow for selective clearing or cutting.

Section 29. Utility Yards. One or more utility yards shall be provided for each Lot or groups ofLots (for example, Lots which contain attached townhome Dwellings, Condominium Units or Apartment Units), as required by the Architectural Review Committee. A "utility yard" is an area within which one or more of the following is wholly located: pens, yards and houses for pets; above ground garbage and trash cans or receptacles, above ground and exterior air conditioning, heating and other mechanical equipment, meters, transformers and other utility equipment; and all other structures and objects determined by the Architectural Review Committee to be of a similar nature to the foregoing items or determined by the .A.rchitectural Review Committee to be of an unsightly nature or appearance. Each utility yard shall be screened or fenced or othen.vise enclosed as required by the Architectural Review Committee. Provided, however, nothing in the Declaration shall (Page 60 of 87) Declaration For BedfOrd At Falls River Page 54 prohibit location of trash cans, meters, transformers or other equipment in such places as required by the City or applicable public utility provider.

Declaration For BedfOrd At Falls River Page 54 prohibit location of trash cans, meters, transformers or other equipment in such places as required by the City or applicable public utility provider.

Section 30. Water Systems. As long as reasonably adequate potable water service is supplied to a Lot or Development Parcel by the Cily, no private potable water system shall be permitted on that Lot or Development Parcel. Pmvided, however, private wells for irrigation purposes may be allowed in accordance with Approved Plans. With respect to private wells, the Owner on whose Lot or Development Parcel any such private well is located shall be indemnify, defend and hold harmless the Association, the Declarant and other Owners of and from any and all claims of damages for injury to person or property, and all other causes of action and legal proceedings (including matters related to environmental hazards), and including the costs of defending against same (including reasonable attorney fees) that arise out of or result from the maintenance of any such private well on such Lot or Development Parcel.

Section 31. Exclusion for Declarant and Builders. :-.Jotwithstanding any other provision of the Declaration or any other Governing Documents, during the Declarant Control Period neither the restrictions conlained in this Article nor any rules or regulations of the Association with respect to matters addressed in this Article shall apply to any othcrvvise lawful acts or omissions of Declarant or to any lawful acts or omissions of a Builder in constructing Improvements in accordance with approvals, vari~nccs or waivers given by the Declarant, except that Declarant and all Builders at all times shall be subject to the provisions of this Article regarding Soil Erosion

in accordance with approvals, vari~nccs or waivers given by the Declarant, except that Declarant and all Builders at all times shall be subject to the provisions of this Article regarding Soil Erosion Control, Sewer Systems, Tree Cutting and Water Systems.

ARTICLE X ARCHITECTURAL APPROVAL Section 1. Architectural Review Committee- Jurisdiction and Purpose. Except for ordinary and routine maintenance to an existing Dwelling or other Improvement on a Lot or Development Parcel, and excluding areas within a Dwelling or other building on a Lot or Development Parcel visible from the exterior only because of the transparency of doors, walls or windows: no site preparation of a Lot or Development Parcel, no change in grade or slope, no construction of any Dwelling or other Improvement or exterior additions or exterior alterations to any Dwelling or other Improvement, and no construction of. or alterations or additions to, the exterior of any other Improvement shall be commenced, nor shall any of the same be placed, altered or allowed to remain, until the "Architectural Review Committee" has approved in writing the Phms therefor. The Architectural Review Committee is established to assure that Improvements are construcLed and maintained in a manner that provides for harmony of external design and location in relation to Dwellings and Improvements in the Properlies, natural features and topography, 1hal (Page 61 of 87) BKM-9366~oo 9 s-sDeclaration For BedfOrd At Falls River Page 55 avoids Improvements deleterious to the aesthetic or property values, and that promotes the general ~velfare of the Owners. Notwithstanding anything to the contrary expressed or implied herein, all

55 avoids Improvements deleterious to the aesthetic or property values, and that promotes the general ~velfare of the Owners. Notwithstanding anything to the contrary expressed or implied herein, all Improvements constructed or maintained by Declarant or the Association within the Properties, all portions of the Properties ovvned by Declarant or the Association, all Cmmnon Property and Improvements therein maintained by the Association, and all portions of the Properties owned by the City or ovvned by or subject to easements in favor of providers of public utilities, are specificr::~lly excluded from the requirements of this Article. The Architectural Review Corrunittce also is established to exercise jurisdit.:tion over other matters speci11cal!y assigned to it in the Declamtion.

Section 2. Composition and Duration. During the Declarant Control Period, the Architectural Review Committee shall consist of Persons {lppointed thereto by Declarant, or Declarant may serve a.:; the Architectural Review Committee. Declarant has the right atanytimeand from time to time to remove and replace the Persons appointed by it to the Architecnual Review Committee. Following the end of the Declarant Control Period, the Architectural Review Committee shall consist of not less than three (3) members, who shall be appointed by, and shall be subject to removal with or v.rithout cause by, the Board. Persons who serve on the Architectural Review Committee are not required to be Members of the Association.

Section 3. Procedure.

(a) C nless otherwise permitted by the Architectural Review Committee in its sole discretion, not less than thirty (30) days prior to the commencement of any construction, alteration, addition,

edure.

(a) C nless otherwise permitted by the Architectural Review Committee in its sole discretion, not less than thirty (30) days prior to the commencement of any construction, alteration, addition, or placement of any Improvement requiring approval by the Architectural Review Committee, Plans for the proposed Improvement shall be submitted to the .Architectural Review Committee, in such format and in such numbers or sets (not to exceed three) as the Aichitectural Review Committee may require. The Architectural Review Committee shall have the right to refuse to approve any Plans for hnprovements which are not, in its sole discretion, suitable or desirable for the Properties, including purely aesthetic reasons. Unless a written response is given by the Architectural Review Committee within thirty (30) days following its receipt of the required number of complete sets of Plans and payment by the applicant of any applicable processing fee and consulting fees, if any established by the Architectural Review Committee, the Plans shall be deemed approved. At any time that the Architectural Review Committee consists of more than one individual, decisions of the .Architectural Review Committee shall be by majority vote of its members present (in person or by proxy) at a duly called meeting thereof (or by the ,,.ritten consent of a majority of all the members of the ArcWtectural Review Committee). The Vlritten response of the Architectural Review Committee may be an approval, a denial of approval, a conditional approval, or a request for additional infonnation. A request for additional information shall be deemed a determination that the information submitted was incomplete or inadequate, and the thirty (30) day time period for

st for additional infonnation. A request for additional information shall be deemed a determination that the information submitted was incomplete or inadequate, and the thirty (30) day time period for further Architectural Review Committee response shall commence only upon receipt of the requested (Page 62 of 87) BK009366PS00956 Declaration For Bedford At Falls River Page 56 additional information. If conditional approval is granted; and construction; alteration, addition or placement ofthe Improvement thereafter commences, the conditions imposed shall become fully a part of the Approved Plans. Any material modification or change in the Approved Plans must again be submitted to the Architectural Review Committee for its review in accordance with the foregoing requirements or such other procedures as adopted by the Architectural Review Committee. If the Plans are approved, or conditional approval is given, at least one set of Approved Plans shall be retained by the Architectural Review Committee and at least one set of Approved Plans shall be returned to the applicant. The Architectural Review Committee shall keep such other records ofits activities as it is instructed to keep by either the Declarant or the Roard, whichever is applicable.

(b) The Declarant or the Board, as applicable, may from time to time adopt procedures for the Architectural Review Committee to conduct the architectural reviews und its other duties, provided that such procedures do not conflict with the specific requirements of the Declaration.

Such procedures may include reasonable fees for processing requests for approval, including the services of an architect or other consultant to assist the Architectural Review Committee in its review

Such procedures may include reasonable fees for processing requests for approval, including the services of an architect or other consultant to assist the Architectural Review Committee in its review of any Plans, the costs of which shall be the responsibility ofthe applicant, and shall be in addition to any fees due for processing the request for approval. Proces::;ing fees shall be payable to the Association at the time the Plans are suhmitted to the Architectural Review Committee, and the charges of the consultant shall be due and payable immediately to the Association upon its receipt of an invoice therdor. Prior to incurring any consultant charges, Lhe Architectural Review Committee shall afford the applicant a rea<;onable opportunity either to agree to pay such charges or to withdraw the request for approval. The payment of such fees and costs, as well as other expenses of the Architectural Review Committee required LO be paid., shall be deemed to be an individual assessment, enforceable against any applicant in the same manner provided herein for enforcement of annual assessments.

{c) The Declarant or Board, as applicable, at any time and from time to time may establish architectural guidelines for one or more types ofimprovements to be constructed, altered, added or placed on any portion of the Properties, which guidelines shall not conflict with lhe specific terms of the Declaration or any applicable Supplemental Declaration, shall be fair and reasonable, and shall carry fotv~ard the spirit and intention of the Declaration. With respect to Improvements other than initial construction of a Dwelling, the architectural guidelines may, but shall not be required to, allow construction, alteration, addition or placement of one or more types of Improvements without

n initial construction of a Dwelling, the architectural guidelines may, but shall not be required to, allow construction, alteration, addition or placement of one or more types of Improvements without submitting the Plans therefor to the Architectural Review Committee and going through the formal approval process provided for herein. Although the Architectural Review Committee shall not have unhridled discretion with respect to taste, design and the standards specified herein or in such guidelines, the Architectural Review Committee shall have broad discretion in considering and approving technological advances or general changes in architectural designs and materials in future (Page 63 of 87) BK0093_66PG0Cr957 Declaration For Bedford At Falls River Page 57 years and shall use its best effOrts to balance the equities between matters of taste and design and the use of private property.

(d) The Declarant or the Board, as applicable, in its sole discretion, may at any time and from time to time appoint two separate Architectural Approval Committees, one for the purpose of reviewing Plans for initial Improvements, and the other to review Plans for subse4uent new Improvements and alterations or additions to existing Improvements, the specific division of authority between such Architectural Approval Conunittees to be as specified by the Declarant or Board, as applicable. Each such Architectural Approval Committee separd.tely shall be subject to and shall comply with the provisions of the Declaration applicable to the .Architectural Approval Committee, including the appointment, removal and replacement of its members and the review of Plans by the Architectural Approval Committee.

the Declaration applicable to the .Architectural Approval Committee, including the appointment, removal and replacement of its members and the review of Plans by the Architectural Approval Committee.

(c) Approval by the Architectural Review Conunittee of any Phms shall not relieve the applicant from any obligation to obtain all required City approvals and permits, and shall not relieve the applicant of the obligation and responsibility to comply with all applicable Legal Requirements with respect to such Improvements.

(f) Approval of any particular Plans does not waive the right of the Architectural Review Committee to disapprove the same or substantially similar Plans subsequently submittedj nor does such approval relieve an applicant of the requirement to resubmit such Plans for approval in connection with any portion of the Properties other than the portion for which the Plans were approved.

(g) Notwithstanding anything to the contrary hercinj architt:ctural approvals given by the Architectural Review Committee prior to the end of the Declarant Control Period shall remain in effect following the end of the Declarant Control Period. Approved Plans may not be revoked or Virithdramt by the Architectural Review Committee without the written consent of the Person who owns the portion of the Properties to which the Approved Plans are applicable.

(h) The Architectural Review Committee shall have the right, but not the obligation, to inspect Improvements that are heing constructed or installed on any portion of the Properties to monitor compliance with the provisions of this Article and compliance with the Approved Plans for such Improvements, such right to include entry onto such portion of the Properties at reasonable

es to monitor compliance with the provisions of this Article and compliance with the Approved Plans for such Improvements, such right to include entry onto such portion of the Properties at reasonable times to inspect the Improvements. Provided, however, no member of the Architectural Review C onm1ittee shall have the right to enter a D\velling without the consent of an Owner or occupant of such Dwelling.

(Page 64 of 87) BHfrft936SPG0095~-----Declaration For Bedford At Falls River Page 58 Section 4. Completion of Construction. Construction of detached Dwellings on Lots shall be completed not later than twelve (12) months immediately after construction is commenced, or by such later date as specified in the Approved Plans, and construction of attached Dwellings, Condominiums and Apartment Units on Lots or Development Parcels shall be completed not later than eighteen (18) months immediately after construction is commenced, or by such later date as specified in the Approved Plans. For the purposes of this Section, construction is .. commenced" when a building permit for the construction has been issued by the City, and construction is "completed" when the City has issued a certificate of occupancy or completion, or for the Improvement. The Architectural Review Committee, in its sole discretion, may grant waivers or extensions of the foregoing time period for completion of constructio~ and, when requested and upon reasonable evidence of the existence thereof, shall grant reasonable waivers or extensions for events of Force Majeure that delay or prevent a Person from completing construction within the foregoing time periods. For such purposes, events of"'Force Majeure" are any one or more of the

sions for events of Force Majeure that delay or prevent a Person from completing construction within the foregoing time periods. For such purposes, events of"'Force Majeure" are any one or more of the follo"ving: acts of God, earthquakes, blizzards, tornadoes, hurricanes, fire, flood, malicious mischief,.

insurrection, riots, strikes, lockouts, boycotts, picketing, labor disturbances, public enemy, war (declared or undeclared), landslides, explosions, epidemics, compliance with any order, ruling, injunction or decree by any court, tribunal or judicial authority of competent jurisdiction, inability to obtain materials or supplies after the exercise of all reasonable efforts, substantial interference in construction activities resulting from construction activities conducted simultaneously on adjacent lands by or under the direction of unrelated parties, and any other similar circumstances beyond the reasonable control of the Person responsible for such performance.

Section 5. Compensation. No member of the Architectural Review Committee shall be compensated for service on the Architectural Review Committee. However, the Association may incurred in performing such services.

Section 6. Limitation of Liability. Neither the Architectural Review Committee nor the members thereof, nor Declarant, nor the Association, nor any partners, members, managers, shareholders, officers, directors, employees or agents of Declarant or the Association, shall be liable in damages or othenvise to any Person by reason of: (i) mistake of judgment, negligence or nonfeasance arising out of or in connection with the approval or disapproval of Plans, or the failure

liable in damages or othenvise to any Person by reason of: (i) mistake of judgment, negligence or nonfeasance arising out of or in connection with the approval or disapproval of Plans, or the failure to approve or disapprove, any Plans, except where the foregoing results tl:om gross negligence or willful misconduct; or (ii) any failure of Approved Plans to comply with any applicable Legal Requirements, including zoning and building codes; or (iii) any defect in any Improvements constructed on any portion of the Properties.

Section 7. Violation; Enforcement. Each failure of an O'ND.er or any other Person to construct or alter any Improvement in accordance with the Approved Plans as required herein ( t:'o.keaglelbedford~c2) (Page 65 of 87) Declaration For Bedford At F aHs River Page 59 therefor shall be a violation of the Declaration. Declarant, each Owner and the Association each shall have the right, but not the obligation, to enforce the provisions of this Section against an Owner or any other Person who violates or attempts to violate same, either to restrain the violation, recover damages, or seek other available legal or equitable remedies. Any failure to enforce this Section of the Declaration or seek any applicable remedy with respect to my specific violation hereof shall not constitute a waiver of the right to do so thereafter, nor shall it constitute a waiver of the right to enforce this Section of the Declaration at any other time with respect to the same or substantially similar malter. All such rights, remedies and privileges granted in this Section arc cumulative, and the exercise of any one or more of such rights, remedjes or privileges shall not constitute an election

lar malter. All such rights, remedies and privileges granted in this Section arc cumulative, and the exercise of any one or more of such rights, remedjes or privileges shall not constitute an election of remedies or preclude subsequent exercise of other rights, remedies and privileges.

ARTICLE XI EASEMENTS Section 1. Easements Reserved by Declarant. Declarant, for itself, and its successors and assigns (which may include the Association, Sub-Associations, the City and public utility providers), reserves the following casements and rights, which mfly be exercised by Declarant or its successors or assigns in its sole discretion, without any obligation to exercise any of same. These casements specifically include the right of access to and from the easement area, the right to maintain equipment, structures, facilities and impoundments therein, and the right to remove any obstruction within the easement area that, in the sole discretion of Declarant or its successors or assigns, constitutes intetference with the use of the casement or with the maintenance of any equipment or structures or facilities or impoundments located therein: (a) Perpetual, non-exclusive and alienable easements for maintenance of utilities and related appurtenances and equipment (including \Vires, poles, pipes, transformer boxes and conduits), storm water drainage equipment and facilities, and soil and water impoundments over, under and across all of the following: (i) portions ofthe Properties identified as easements on plats recorded in the Registry~ (ii) an area on each Lot and Development Parcel that is five (5) feet in width and adjacent to each boundary line of such Lot and Development Parcel; and (iii) the Common Property.

ed in the Registry~ (ii) an area on each Lot and Development Parcel that is five (5) feet in width and adjacent to each boundary line of such Lot and Development Parcel; and (iii) the Common Property.

including Common Properly Easements. Provided, however, neither the foregoing reservation of easement rights nor any similar reservation of easemenl rights contained in the Declaration shal1 create or impose any obligation upon Declarant, or its successors and assigns, to provide or maintain any such utility, equipment, facility, structure or impoundment.

(b) The right to subject the Properties to a contract with Carolina Power And Light Company (or other, appropriate utility provider) for the installation of above ground or underground electric (Page 66 of 87) Declaration For U~dford AL Falls River Page 60 cables and lines and/or the installation of street lighting, either or both of which may require an initial paymenl and/or a continuing monthly payment by each Owner.

(c) During the Declarant Control Period, for itself and Builders, the right to use the Recreational Amenities at reasonable times, without any charge or payment theretOr, for any one or more of the following purposes: (i) the club house, if any, for meetings with Owners, prospective Owner~ and Builders in connection with the development or sale of portions oftbe Properties and for meetings of the Association, the Board and Association committees; provided, howe·ver, the cluh house shall not be used by Declarant or any Builder as an administrative or sales office; (ii) to the extent that it docs not unreasonably interfere with use of the Recreation ...-\menities by Class A Members, the Recreational Amenities may be used from time to time by Declarant or Builders tOr

to the extent that it docs not unreasonably interfere with use of the Recreation ...-\menities by Class A Members, the Recreational Amenities may be used from time to time by Declarant or Builders tOr promotional functions in connection wilh th~ marketing or sale of any prn.t of the Properties. The foregoing rights include the right to use a reasonable number of parking spaces on the Recreational Amenities and any other Common Property parking areas.

Section 2. Easements Reserved for the Association. Easements are reserved for the Association as follows, which may be exercised by the Association in its sole discretion, without any obligation to exercise any of same. These easements specifically include the right of access to and from the easement area, the right to maintain equipment, structures~ facilities and impoundments therein, and the right to remove any obstruction within the easement area that, in the Association's sole discretion, constitutes interl'erence with the use of the easement or with the maintenance of any equipment or structures or facilities or impoundments located therein: (a) A perpetual, non-exclusive and alienable easement over and upon all portions of the Properties to enable the Association to perform its functions and provide the services under the Declaration. Provided, however that any such entry by the Association upon any portion of the Properties shall be made with as minirnwn inconvenience to the Owner of such portion of the Properties as reasonably practicable, this easement does not include aright to enter any Dwelling or other building on a Lot or Development Parcel without the consent of an Owner of that portion of the Properties, and any damage caused by or resulting from the gross negligence or .-villful

welling or other building on a Lot or Development Parcel without the consent of an Owner of that portion of the Properties, and any damage caused by or resulting from the gross negligence or .-villful misconduct of the Association1s employees, contractors or agents shall be repaired by the Association at the expense of the Association.

(b) In addition to the foregoing, and in order to implement effective and adequate soil erosion controls a..1d/or storm v.uter management, a perpetual, non-exclusive easement to enter upon any portion of the Properties, before and after Improvements have been constructed or placed thereon, to maintain or cause to be maintained soil erosion control and/or storm water management; provided, however, the Association shall not at any time be required to exercise this easement, and no exercise of the easement shall interfere Virith any permanent Improvements constructed on any (Page 67 of 87) BK009366l?S00961 Declaration For Bedford At Falls River Page 61 such portion of the Properties (which Improvements have been approved by the Architectural Review Committee as required herein). If the need for storm water management or soil erosion controls results fl.-om the constmction of Improvements on any portion of the Properties or any excavation, grading, removal, reduction, addition or clearing of any portion of the Properties, the cost of any such work perfOrmed by the Association for the purpose of implementing effective and adequate stonn water management or soil erosion control shall be assessed against the Owner of such the portion of the Properties on which such work has been perfOrmed, and shall be a lien and be enforceable in the same manner as annual assessments. Provided, however~ if the Association

wner of such the portion of the Properties on which such work has been perfOrmed, and shall be a lien and be enforceable in the same manner as annual assessments. Provided, however~ if the Association determines that appropriate corrective action is necessary on any portion ofthe Properties, prior to exercising this easement the Association shall give the Owner of such portion of the Properties written notice of the proposed corrective action ami a reasonable opportunity to take the corrective action specified in such notice. If such Owner fails to complete the corrective action by the date specified in the notice, the Association may then exercise this easement.

Section3. Easement Reserved for the City and Public Utilities. Perpetual, nonexclusive and alienable easements are hereby resenred and established over all portions of the Properties for the City and for all public utility providers serving the Properties, and their agents~ employees and contractors, for the purpose of setting, removing and reading utility meters, maintaining utility or storm water drainage equipment and connections, and acting for other purposes consistent with the public safety and welfare, including garbage removal, police protection, fire protection and delivery of maiL Except in an emergency, these easements shall be exercised in a reasonable manner and at reasonable times. This easement does not include a right to enter any Dwelling or other building on any portionofthe Properties without the consentofthe Owner of such portion of the Properties. Any pedestrian access easement established hy Declarant or the Association over any portion of the Properties for the purpose of providing pedestrian access to and

r of such portion of the Properties. Any pedestrian access easement established hy Declarant or the Association over any portion of the Properties for the purpose of providing pedestrian access to and from CiLy greenways or City greenway easements are established for the benefit of the City of Raleigh, its employees and the public in general, ::tnd the Association has tht: responsibility with respect to such pedestrian access easements that Legal Requirements of the Raleigh City code impose on owners of properties over which such pedestrian access easements are located and on property owner associations that serve properties over which such pedestrian access easements are located.

Section 4. Easements Shown On Recorded Plats. Declarant, for itself and its successors and assigns (which may include the Association, Sub-Associations, the City and public utility providers), and in addition to all other easements reserved in the Declaration, hereby reserves perpetual, non-exclusive and alienable easements in the locations and for the purposes sho\-VIl and indicated on all plats of the Properties recorded in the Registry. These easements specifically include the right of ingress, egress and regress over and upon such easement areas, and the right to maintain in the casement area"l identified on such plats all improvements deemed necessary, in the reasonable (Page 68 of 87) Declaration For Bedford At Falls River Page 62 discretion of the Person who exercises the easement rights, for the full exercise of such easements.

The Persons who have the foregoing easement rights shall have no obligation to exercise any part or all of same.

Section 5. Easement for Encroachments. If, in accordance with Approved Plans, any

ents.

The Persons who have the foregoing easement rights shall have no obligation to exercise any part or all of same.

Section 5. Easement for Encroachments. If, in accordance with Approved Plans, any Dwelling is closer than five (5) leet to any boundary line of the Lot on which the Dwelling is located (for the purposes of this Section, the "subject Lot"), then as provided by Section 1 0-3073(b)(8) if the Raleigh City Code the Owner of the Dwelling, and such Owner's tenants and contractors, shaH have a perpetual, non-exclusive access eao::;ement over the Lot or other portion of the Properties that adjoins such boundary line of the subject Lot as reasonably necessary from time to time to fitci!itate maintenance of the Dwelling on the subject Lot. All such maintenance shall be done expeditiously and the exercise of this easement shall in all respects be reasonable and, upon completion of the maintenance, the Owner of the subject Lot shall restore the Lot or other portion of the Properties on which the easement has been exercised to as nearly the same condition as it was in prior to the maintt:nance as reasonably practicable. \Vhen the fOregoing easement exists, no 1ence, wall, storage shed, or similar structure or any other kind of obstruction to the exercise of the easement shall be permitted on the adjoining Lot or other portion of the Properties (as a guideline, the area on the adjoining Lot or other portion of the Properties within five (5) feet of the common boundary line of the adjoining Lot or other portion of the Properties and the subject Lot shall be left free of all such obstructions, but it is the responsibility of the Ovmer of the adjoining Lot or other portion of the

adjoining Lot or other portion of the Properties and the subject Lot shall be left free of all such obstructions, but it is the responsibility of the Ovmer of the adjoining Lot or other portion of the Properties to comply with the applicable provision of the Raleigh City Code). Provided, however, dtc easement established by this Section shall not restrict or impaiJ' any easements established herein in favor of the Declarant, the Association or any public utility provider.

Section 6. Restriction on Easements. Notwithstanding anything to the contrary contained in this Article, no easement granted, reserved or established in the Declaration shall be constmed to give Declarant, the Association, the City or any other Person the right to enter any Dwelling or other building located on any Lot.

ARTICLE XII OWNER AND SUB-ASSOCIATION MAINTENANCE RESPONSIBILITIES Section 1. Duty to Maintain. Subject to any other applicable terms of the Declaration, each Owner, at such Owner's sole cost and expense, and each Sub-Association, at such Sub­ Association's Sub-Association Common Property, as the case may be, including all Improvements thereon, in a safe, clean and attractive conditionaL all times, including all of the folloV~-'ing; (Page 69 of 87) BKOU9366PGOU9E3 (a) Prompt removal of a1llitter, tras~ refuse and wastes. Declaration eor Bedford At Falls River Page 63 (b) Lawn mowing and maintenance on a regular basis, including, subject to any applicable Legal Requirements, any portions of a publicly dedicated street right of way or private street right of way adjacent to any boundary of such portion of the Properties and not mainlaincd by the Association or the City.

s, any portions of a publicly dedicated street right of way or private street right of way adjacent to any boundary of such portion of the Properties and not mainlaincd by the Association or the City.

(c) Tree and shrub pruning and removal of dead or diseased trees, shrubs and other plant materiaL (d) Maintenance of flower and plant gardens.

(e) Maintenance of exterior lighting and mechanical facilities.

(f) Maintenance of parking areas and driveways.

(g) Complying with all applicable Legal Requirements.

(h) Soil erosion control as required by the Declaration.

(i) \1aintenance ofstonn water drainage easements and portions of the Properties served by storm water drainage easements, as required by the Declaration.

(i) To the extent not adequately maintained by the City, the Association or a public utility provider, maintenance of the sidewalk, driveway, driveway apron and utility laterals serving each such portion of the Properties, even if located in the Common Property. Each Ov,.ner and Sub­ Associalion also shall provide 5IlOW and ice removal for lillY sidewalks located adjacent to such Owner's or Sub-Association's portion of the Properties, to the extent that it is not promptly and adequately provided by the City.

The foregoing responsibilities shall be performed in a manner that does not unreasonably disnrrb or interfere with the reasonable enjoyment of the Properties by Persons entitled thereto.

Provided, however, and nomrithstanding anything to the contrary appearing herein, Declarant is exempt from the provisions of tills Article regarding Owner Maintenance Responsibilities with respect to all portions of the Properties it owns.

Section 2. Enforcement. If any Ov,.ncr or Sub-Association fails to pcrfonn any of the

tills Article regarding Owner Maintenance Responsibilities with respect to all portions of the Properties it owns.

Section 2. Enforcement. If any Ov,.ncr or Sub-Association fails to pcrfonn any of the foregoing maintenance Responsibilities, then the Association may give such Person written notice of Lhe fililure and such Person must, within ten (1 0) days after such notice is given by the (Page 70 of 87) BKOQ:9:366PG00964 Declaration For Bedford At Falls River Page 64 Association, perform the required maintenance. If any such Person fails to perfOrm the required maintenance within the allotted time period, then the Association, acting through its authorized agent or agents, shall have the right and power, but not the obligation, to enter such Person's portion of the Properties and perform such maintenance without any liability for damages for -vvrongful entry or trespass. Such Person shall be liable io the Association for the cxpen~es incurred by the Association in performing the required maintenance, and shall reimburse the Association for such expenses within thirty (30) days after the Association mails or delivers to such Person an invoice therefor. If any Owner or Sub-Association fails to reimburse the Association as required, the Association shall have the same rights and remedies against such Ov.ner or Sub-Association and such Owner's or Sub-Assoclation's portion of the Properties, as the Association has with respect to the enforcement and collection of annual assessments.

Section 3. Unimproved Portions of the Properties. Notwithstanding the foregoing provisions of this Article, but subject to the other applicable provisions of the Declaration, Owners

nnual assessments.

Section 3. Unimproved Portions of the Properties. Notwithstanding the foregoing provisions of this Article, but subject to the other applicable provisions of the Declaration, Owners of unimproved Lots or other portions of the Properties shall be required to maintain same only in accordance with such maintenance standards, if any, as are established by the Declarant, during the Declarant Control Period, and thereafter, in accordance with such reasonable maintenance standards established by the Board_ ARTICLE XIII MORTGAGEES Section 1. Notice to Board. Upon request from the Board, any Owner who mortgages such Owner's Lot shall notifY the Association of the name and address of the Mortgagee. No Mortgagee shall be entitled to any Mortgagee rights under the Declaration unless such Mortgagee has notified the A .. ssociation as required in this Article and ha'-i requested Mortgagee rights under the Declaration.

Scction2. Requirements of Mortgagee. \Vheneverany Mortgagee desires to avail itself of the rights afforded Mortgagees under the Declaration and receive notices from the Association, it shall furnish written notice thereof to the Association by CER'l1FIED OR REGISTERED MAIL, identifYing the Lot upon which such Mortgagee holds a first lien mortgage or deed of trust, specifying which rights it wishes to exercise and notices or other information it wishes to receive, and designating the name of the person and mailing address to which notices, reports or information are to be sent by the Association. The Mortgagee shall be responsible for updating the information required by this Section.

Section3. Obligation of Association to Mortgagees. Any Mortgagee who has notified

be sent by the Association. The Mortgagee shall be responsible for updating the information required by this Section.

Section3. Obligation of Association to Mortgagees. Any Mortgagee who has notified the Association as required in the immediately preceding Section of this Article, shall have each of the following rights that are specifically requested in the notice to the Association: (Page 71 of 87) BKO:O 9 3 6 6P•Oii0 0 9 65 Declamtion !'or Bedford At Falls River Page 65 (a) To inspect Association documents and records on the same tenns as the Members of the Association.

(b) To be notified of any proposed amendments lo the Declaration and any meetings of the Association at which such proposed amendments are to be voted on.

(c) To be notified of any condemnation or casualty loss affecting the Common Property or any portion thereof.

(d) To be notified of any event giving rise to a claim under the Association's physical damage insurance policy insuring the Common Property, where the damage to the improvements on the Common Property exceeds an amount equal to ten percent (1 0%) of the Association's annual budget for Common Expenses.

(e) To be notified of any lapse) cancellation or material modification of any insurance policy maintained by the Association.

(±) To be notified of any delinquency in the payment of any assessment or charge (which delinquency remains uncured for a period of sixty ( 60) days). and to be notified of any other default of the provisions of the Declaration, by the Owner of the Lot upon which the Mortgagee has a mortgage. Provided, however, any failure of the Association to notifY the Mortgagee of the delinquency or default shall not affect the validity of any Association lien, or any other Association

has a mortgage. Provided, however, any failure of the Association to notifY the Mortgagee of the delinquency or default shall not affect the validity of any Association lien, or any other Association rights and remedies, against the defaulting Owner or such Owner's Lot.

(g) Following !he end of the Declarant Control Period, the right of a majority of all the Mortgagees (including those who have notified and who have not notified the Association) to demand professional management of the Association.

(h) Following the end of the Declarant Control Period, the right of a majority of all the Mortgagees (including those who have notified and who have not notified the Association) to demand an audit of the Association's financial records, not to exceed one audit per calendar year.

Section 4. Mortgagees Not Obligated to Collect Assessments. No Mortgagee shall have any obligation to collect any assessment under the Declaration.

(Page 72 of 87) ARTICLE XIV AMENDMENT OF DECLARATION Declamtion For Redford At Falls River Page 66 Section 1. Amendment by Declarant. During the Declarant Control Period Declarant may, without the approval or joinder of the Association, or any Member of the Association, Mortgagee or Secondary Mortgage Market Agency, amend any provision of the Declaration or any Supplemental Declaration from time to time to: (i) make non-material, clarifying or corrective changes not materially, adversely affecting any Owner's rights or obligations herctmdcr; or (ii) satisfy the requirements of FHA (Federal Housing Administration), VA (Veterans Administmtiun), Fannie Mac (Federal National Mortgage Administration), Offi~:c: of Interstate Land Saks

erctmdcr; or (ii) satisfy the requirements of FHA (Federal Housing Administration), VA (Veterans Administmtiun), Fannie Mac (Federal National Mortgage Administration), Offi~:c: of Interstate Land Saks Registration of the Department of Housing and Urban Development (OILSR} or other governmental agency Secondary Mortgage Market Agency or Mortgagee; or (iii) establish or maintain the tax exempt status of the Association under the laws of the United States or the State of North Carolina.

Any such amendment shaJI be effective upon the later ofi.he date of its recording in the Registry or the effective date specified therein. Provided, however, during the Declarant Control Period any such amendment of the Declaration also shall require approval by the United States Department of Housing and Urban Development ('"HUD") or its designee and/or by the United States Veterans Administration ('~VA") or its designee unless, at the time of such amendment, applicable HUD or VA regulations no longer require such approval.

Section2. Amendment by the Members. Unless amended as allowed under Section 1 of this Article, the Declaration may be amended only as follows: (a) Unless a higher percentage or Jilierent voting requirement is specified herein or by applicable J .ega! Requirements, the Declaration may be amended only by (i) the wTitten agreement or consent of those Class A Members who have, or the affirmative vote at a duly called meeting of the Association of those Class A Members who have, sixty-seven percent (67%) or more of the total number of votes allocated to the Class A Members., and (ii) during the Declarant Control Period, \v:ith the Mitten consent of Declarant.

he Class A Members., and (ii) during the Declarant Control Period, \v:ith the Mitten consent of Declarant.

proposed amendment, shall be given to all Members not less than ten (1 0) days nor more than sixty (60) days in advance of the date of such meeting.

(c) "\Vhen any amendment to the Declaration is approved by Members of the Association (and Declarant, when applicable) as provided in this Section, the appropriate officers of the Association (and Declarant, when applicable) shall execute in the same manner as a deed and record in the Registry, a document setting forth the amendment, the effective date of the amendment (if no (Page 73 of 87) Declaration For Bedford At Falls River Page 67 effective date is stated the amendment shall be effective upon the recording of same in the Registry), the date of the meeting of the l\.ssociation at which such amendment was adopted, the date that notice of such meeting ~ras given, the total number of votes required to constitute a quorum at such meeting, the total number of votes present at such meeting, the total number of votes necessary to adopt the amendment, the total number of votes cast in favor of such amendment and the total number of votes cast against the amendment. The document shall be recorded in the Registry within thirty (30) days following the date of the meeting at which the amendment was adopted. Provided, however, and not"'~thstanding the foregoing or anything to the contrary appearing herein, no

try within thirty (30) days following the date of the meeting at which the amendment was adopted. Provided, however, and not"'~thstanding the foregoing or anything to the contrary appearing herein, no amendment to the Declaration duly adopted by the Members of the Association shall be void or invalid solely because the docwnent describing the amendment is not recorded in the Registry within said thirty (30) day period, and any such duly adopted amendment to the Declaration recorded following the end of said thirty (30) day period shall become effective on the later of the effective date specified therein, if any, or on the date it is recorded in the Registry.

(d) Amendment of Supplemental Declarations shall be governed by the provisions for amendment contained therein, if any; otherwise, the provisions of regarding amendment of the Declaration shall apply.

(e) In addition to the foregoing requirements, during the Declarant Control Period any such amendment to the Declaration also shall require approval by the United States Department of Housing and Urban Development ("HUD") or its designee and/or by the United States Veterans Administration ("'VA") or its designee unless, at the time of such amendment, applicable HUD or VA regulations no longer require such approval.

Section 3. Prohibited Effects of Amendment.

do or result in any of the following: No amendment to the Declaration shall (a) increase the financial obligations of an Owner in a discriminatory manner.

(b) further restrict development on any portion of the Properties in a discriminatory manner.

(c) diminish or impair the rights of Declarant without the v.Titten consent of Declarant (d) impose additional obligations upon Declarant without the written consent of Declarant.

scriminatory manner.

(c) diminish or impair the rights of Declarant without the v.Titten consent of Declarant (d) impose additional obligations upon Declarant without the written consent of Declarant.

(e) diminish or impair the express rights of the Mortgagees under the Declaration without the prior written approval of a majority of the Mortgagees. Except as specifically provided in the Declaratio~ no provision of the Declaration shall be construed to grant to any Owner or to any other Person any priority over any rights of Mortgagees.

(Page 74 of 87) BK009366PG00968 Declaration For Bedford At Falls River Page 68 consent of the Person benefitted by the easement or by the Ov.ncr of the portion of the Properties benefitted by the easement, whichever is applicable.

(g) alter or remove any applicable Legal Requirement.

ARTICLE XV DURATION OF DECLARATION; DISSOLLTION OF ASSOCIATION Section 1. Duration. Unless sooner terminated as required by applicable Legal Requirements, the Declaration shall run with anJ bind lhe Properlie:s and eac.::h Owner, and shall inure to the benefit of the Association, and each other Owner of any portion of the Properties, and their respective heirs, successors, and assigns, from and afier the recording of the Declaration in the Registry until such time as it is terminated by a Mitten tennination agreement, executed or ratified in the same manner as a deed, as follows: (i) during the Declarant Control Period, executed or ratified by Declarant and by those Members to whom eighty percent (80%) or more of the Class A votes in the Association are allocated; and (ii) following the end of the Declarant Contml Period,

ted or ratified by Declarant and by those Members to whom eighty percent (80%) or more of the Class A votes in the Association are allocated; and (ii) following the end of the Declarant Contml Period, executed or ratified by those Members to whom eighty percent (80%) or more of the total votes in the Association arc allocated. Execution or ratification by any one of multiple Owners of a Parcel is sufficient for that Parcel unless, prior to the time the termination agreement is recorded in the Registry, any other Owner of that Parcel files v.rith the Association a written objection to the termination of the Declaration (in which event the vote allocated to that Parcel shall be considered as not having been exercised). The termination agreement shall specii)r a date after which it v..ill be void unless it is recorded in the Registry before that date. The termination agreement may not be recorded in the Registry unless and until the requisite number of signatures have been obtained as provided herein, and it shall be effective only upon recording. If, pursuant lO the termination agreement, any real estate in the Properties is to be sold following termination of the Declaration, the minimum terms of the sale shall be set forth therein.

Section 2. Dissolution of the Association. The Association shall be dissolved upon the termination of the Declaration. Provided, however, until any sale of the Common Property authorized by the tennination agreement or approved by the Ovmers in the same maimer as required for approval of the termination agreement is completed and the sale proceeds distributed, the Association shall continue in existence with all of the powers it had before termination. The

as required for approval of the termination agreement is completed and the sale proceeds distributed, the Association shall continue in existence with all of the powers it had before termination. The Association, on behalf of the Owners, may contract for the sale of the Common Property, but the contract is not binding unless such sale has been authorized in the termination agreement or it has been approved by the Owners in the same manner as required for approval of the termination agreement. Proceeds of the sale of Common Property shall be distributed to the Owners and (Page 75 of 87) Declaration For Bedford At Falls River Page 69 lienholders as their interests may appear, as provided in the termination agreement or other agreement approved by the Owners in the same manner ru:; required for approval of the tennination agreement. If the Common Property is not to be sold fOllowing termination ofthe Declaration, title to the Common Property vests in the Owners upon termination, as tenants in common in proportion to their respective interests as provided in the tennination agreement.

Upon dissolution of the Association or upon loss of ownership of all of the Common Propc1iy by the Association for any reuson whatsoever (except for exchange or dedication or conveyance of any part or all of the Common Property as allowed by the Oeclaration, or by reason of merger and/or consolidation with any other association as allowed by the Declaration), except as otherwise provided in the termination agr~ement, other agreement approved by the Owners in the same manner ao;; required for approval of the te1mination agreement, or applicable Legal

tion), except as otherwise provided in the termination agr~ement, other agreement approved by the Owners in the same manner ao;; required for approval of the te1mination agreement, or applicable Legal Requirements (in particular, section 4 7F-2-118 of the Act, or any successor section of the Act), any portion of the Common Property not 1mdcr the jurisdiction of and being maintained by another association substantially similar to the Association, together with all other assets ofthe Association, first shall be offered to the City of Raleigh, North Carolina (or, if the City of Raleigh refuses such offer, then to some other appropriate govemmental entity or public agency as determined by the Board) to he dedicated for public use for purposes similar to those to which the Common Property and such assets were required to be devoted by the Association. If the City of Raleigh or such other appropriate governmental entity orpubtic agency accepts the offer of dedication, such portion of the Common Property and assets shall be conveyed by the Association to the City of Raleigh or such other appropriate goverrunental entity or public agency, subject to the superior right of an Owner to an casement (if necessary) for reasonable ingress and egress to and from such Owner's Parcel and the public or private street(s) on which that Parcel i~ located, subject to all other applicable rights of way and easements, and su~ject to ad valorem property taxes subsequent to the date of such conveyance.

If the City ofRaleigh or such other appropriate governmental entity or public agency refuses the offer of dedication and conveyance, the Association may transfer and convey such Common Property and assets to any nonprofit corporation, association, trust or other entity which is or shall

fuses the offer of dedication and conveyance, the Association may transfer and convey such Common Property and assets to any nonprofit corporation, association, trust or other entity which is or shall be devoted to purposes and uses that would most nearly conform to the purposes and uses to which the Common Property was required to be devoted by the Declaration, such transfer and conveyance to be made subject to the rights of Owners and the other matters set forth in the immediately preceding paragraph of this Section. If there is no nonprofit corporation, association, trust or other entity who will accept such transfer and conveyance of the Conunon Property and assets of the Association, then such Common Property and assets shall be distributed as provided in the plan of termination/dissolution adopted by the Association.

(Page 76 of 87) BK009366PG00970 Declaration For Bedford At Falls River Page 70 Section 3. Termination or Dissolution During Declarant Control Period.

Jn addition to the foregoing requirements, during the Declarant Control Period any termination of the Declaration or dissolution of the Association also shall require approval by the United States Department of Housing and Urban Development ("HUD") or its designee and1or by the United States Veterans Administration e'VA") or its designee unless, at the time of such termination or dissolution. applicable HUD or VA regulations no longer require such approvaL ARTICLE XVI COMMJ<:RCIAL PROPERTY It is anticipated by Declarant that a portion of the Properties described on Exhibit A may, but shall not be required to, be used in whole or in part for commercial purposes, including all uses allowed under the City zoning ordinance applicable to such portion of the Properties, such portion

but shall not be required to, be used in whole or in part for commercial purposes, including all uses allowed under the City zoning ordinance applicable to such portion of the Properties, such portion of the Properties being referred to herein as the "Commercial Property". Notwithstanding anything to the contrary appearing herein Declarant, at any time and from time to time during the Declarant Control Period, may \vithdraw any part or all of the Commercial Property from the effect and operation of the Declaration by recording a withdrawal declaration in the Registry, except that, notwithstanding any such withdrawal, Dwellings on the Commercial Property and the Owners of Dwellings on the Commercial Property shall be treated in the same manner as Owners ofl.ots. under the Declaration for the purposes of assessments and voting rights in the Association, and those portions of the Commercial Property on which no Dwellings are located shall continue to be treated in the same manner as Development Parcels under the Declaration for the purposes of assessments and voting rights in the Association.

ARTICLE XVII RALEIGH CITY CODE REQUIREMENTS Section 1. Applicability. Certain provisions of the Raleigh City Code apply to part or all of the Properties. The Declaration is subject to and shall be construed in accordance with all applicable provisions of the Raleigh City Code, including all sections thereof previously described or referenced herein, and including all other applicable sections not referenced. It shall be the responsibility of each Owner of any portion of the Properties subject to any provisions of lhe Rak:igh City Code to comply with all provisions thereof applicable to such portion of the Properties. whether

onsibility of each Owner of any portion of the Properties subject to any provisions of lhe Rak:igh City Code to comply with all provisions thereof applicable to such portion of the Properties. whether or not any approval, disapproval, waiver or variance of the terms of the Declaration has been given by the Declarant, the Board or the Architectural Approval Committee with respect to such portion of the Properties.

(Page 77 of 87) BK009366PS00971 Declaration For Bedford AL Falls River Page 71 Section 2. Party Walls. As required by Raleigh City Code Section I 0-3073 (b)(7), all co nun on party walls between Dwellings shall confom1 to the requirements of the :.I orlh Carolina State Building Code. In the absence of provisions in a declaration or other document specific to a particular phase or section of the Properties containing Dwellings with party walls, the following rules with respect to party walls in the Properties shall apply: (a) Each wall which is built as a part ofthe original construction of the Dwellings and placed on the dividing line between the Dwellings shall constitute a party wall and, to the extent not inconsistent with the provisions of this Section of the Declaration, the general rules of law regarding party walls and liability for property damage due to negligence or willful acts or omissions shall apply thereto; (b) The cost of reasonable Maintenance of a party wall shall be shared by the Owners of the Dwellings that use the party wall, in proportion to such use.

(c) If a party wall is destroyed or damaged by fire or other casualty, any Owner who has used the party wall may restore or repair it, and if the other Owners lhereafLer use the parly wall they

h use.

(c) If a party wall is destroyed or damaged by fire or other casualty, any Owner who has used the party wall may restore or repair it, and if the other Owners lhereafLer use the parly wall they promptly shall contribute to the cost of the restoration or repairthcrcof(orrcimburscthc Ov.ncrwho has paid such costs) in proportion to their use of the party wall, without prejudice, however, to the right of any such Ovmcr to demand a larger contribution from the other Owners under any rule of law regarding liability for negligent or willful acts or omissions.

(d) Notv,:ithstanding any other provision of this Section, an Owner who by such Owner's negligent or willful act or omission causes the party wall to be exposed to the elements shall bear the entire cost of the necessary repair or restoration.

(e) The righl of any Owner to contribution from any other Owner 1..mder this Section shall be appurtenant to such Owner's Dwelling and shall pass to such Owner's successors in title of the Dwelling.

(t) If any Ovmer desires to sell a Dwelling that shares a party wall \v:ith any other Dwelling, the 0\Vller who desires to sell may request each other Owner of a Dwelling that shares that party wall to provide a certificate stating whether or not such Owner has any right of contribution with respect to such party wall against the Owner who desires to sell. Each Owner from whom such certificate is requested shall furnish same promptly to the requesting Owner, either confirming that no right of contribution exists or stating the amount of and reasons for the contribution claimed against the requesting Owner. A certificate signed by any one or more of the Owners of an adjoining Dwelling shall be conclusive evidence of its contents with respect to all other Owners of that Dwelling and

the requesting Owner. A certificate signed by any one or more of the Owners of an adjoining Dwelling shall be conclusive evidence of its contents with respect to all other Owners of that Dwelling and with respect to third parties.

(Page 78 of 87) BKw-9--3 6 6PGfl 0 9 ']-'2:Declaration For Bedford At Falls River Page 72 (g) Each Owner of a Dwelling that shares a party wall with one or more other Dwellings shall have an easement and right of entry upon such other Dwelling to the extent reasonably necessary to repair, restore, maintain or reconstruct the party wall. Such repair, restoration, maintenance or reconstruction shall be done expeditiously and, upon completion of the work, the Owner on whose behalf the work is being done shall restore the adjoining Dwellings to substantially the same condition as that which existed at the time the work commenced.

Section 3. Private Streets. Pursuant to Raleigh City Code Section 10-3074 (b): (a) '"'ln no case shall the City be responsible for failing to provide any emergency or regular fire, police or other public service to any cluster unit development, unit ovmership (condominium) development, group housing development, townhouse development, or mobile home park or their occupant when such failure is due to lack of access to such areas due to inadequate design or construction, blocking of access routes, inadequate maintenance, or any other factor within the control of the developer, homeowners association, or occupants;" and (b) "In no case shall the City or the State be responsible for maintaining any private street.

Such responsibility shall rest with the homeowners association and occupants in that such private

s;" and (b) "In no case shall the City or the State be responsible for maintaining any private street.

Such responsibility shall rest with the homeowners association and occupants in that such private streets will not be constructed to the minimum standards sufficient to allow their inclusion for public maintenance."

(c) The Association will be responsible for maintaining all private streets that are Common Property of the Association. Each Sub-Association will be responsible for maintaining all private streets that are the Sub-Association Common Property of such Sub-Association.

Section 4. City of Raleigh Greenways. Notwithstanding any other provision of the Declaration, without the prior written consent of the City of Raleigh, the Association, 0\vners, Members, tenants ofMembers and theirrespecti ve families, guests and invitees, shall not, within any City of Raleigh owned greenway in or adjoining the Properties or within any City of Raleigh greenway easement in or adjoining the Properties: (a) grant any easement of any nature whatsoever; (b) remove any tree or vegetation, except as may be necessary to prevent injury to person or property; (c) erect any gate, fence or other structure or improvement; (d) place any garbage receptacle; (e) fill or excavate; (Page 79 of 87) BKOo:936~PGtr097J Declaration For Bedford At Falls River Page 73 (f) plant vegetation of any type or otherwise restrict or interfere with the use, maintenance and preservation of the greenway in its natural or improved state, including, without limitation, recreational pursuits such as walking, bicycling and other similar activities by the genersl public.

It is understood and agreed that, within any ::mch greenway, the City of Raleigh may erect

itation, recreational pursuits such as walking, bicycling and other similar activities by the genersl public.

It is understood and agreed that, within any ::mch greenway, the City of Raleigh may erect trails and trail markers, place or erect litter receptacles and other convenience facilities, and adopt and amend regulations concerning the use of the greenway (including, without limitation, hours of operation and use), which rules and regulations shall be equally applicable to the general public and the Owners. The Association and the Owners may adopt such other regulations governing the use of the greenway not inconsistent with those adopted by the City and may enter into such agreements with the City of Raleigh as are deemed appropriate to ensure the maintenance and upkeep of the greenway in its natural or improved state, free of litter and unsightly debris.

ARTICLF; XVIII GENERAL PROVISIONS Section 1. F.nforcement. The Association, each Owner, and, when enforcement rights are granted by the Declaration, a Mortgagee, the VA or FHA, shall have the right, but not the obligation, to enforce the Declaration by any proceedi'"!g at law or in equity (or otherwise, as provided in the Declaration) against any Person who has violated, is violating, or is attempting to violate, any part of the Declaration, either to restrain the violation, recover damages, or seek other available legal or equitable remedies . .1\ny failure by the Association, an Ovmcr, or any other Person to enforce the Declaration or seek any applicable remedy with respect to any specific violation or lien shall not constitute a waiver of the right to do so thereafter, nor shall it constitute a waiver of the right to enforce the Declaration at any other time with respect to the same or substantially similar

l not constitute a waiver of the right to do so thereafter, nor shall it constitute a waiver of the right to enforce the Declaration at any other time with respect to the same or substantially similar matter. All rights, remedies and privileges granted to the Association, any Owner, ot· any other Person herein are cumulative, and the exercise of any one or more of such rights, remedies or privileges shall not constitute an election of remedies or preclude subsequent exercise of other rights, remedies and privileges.

Section 2. SeYerability of Provisions. If any paragraph, section, sentence, clause or phrase of the Declaration shall be or become illegal, null or void for any reason or shall be held by any court of competent and final jurisdiction to be illegal, null or ·void, the remaining paragraphs, sections, sentences, clauses and phrases of the Declaration shall continue in full force and effect and shall not be affected thereby. To the extent that any provision of the Governing Documents is determined to be overly hroad or unenforceable anJ a narrower or partially enforceable t:onstruclion may be given to such provision without destroying its intent, then the narrower or partially enforceable provision shall be applied and, to the extent lawilll~ shall be enfOrced. It is hereby (t:'llo::agle\bedfordl.dec2) (Page SO of 87) BKOO!B6-6PGo-n-q-74 Declaration For 13edford Al Falls River Page 74 declared thal said remaining paragraphs, sections, sentences, clauses and phm::;es would have been and are imposed irrespective of the fact that any one or more other parngrnpl1s, sections, sentences, clauses or phrases shall become or be illegaJ, null or void.

one or more other parngrnpl1s, sections, sentences, clauses or phrases shall become or be illegaJ, null or void.

Owner is required hereunder, such notice may be hand delivered to such Owner, or given by first class United States mail, postage prepaid, or given in such other manner specifically allowed or required by applicable Legal Requirements, or given in such other rruumer determined by the Board to be proper and which does not violate any applicable LegaJ Requirements, addressed to the address of such Ov..ner appearing on 1he records of the Association or to the address for such 0\Vller appearing in the records of the Wake County Revenue Department. Properly addressed notice shall be deemed to have been given by tJ1e Association as follows: (i) on the third day following the date the notice was deposited in the United States mail, first class postage prepaid; or (ii) on the date of personal delivery to the Owner or an adult residing with the Ovmer. as evidenced by a receipt signed by the O'ND.cr or such other Person; or (iii) on the delivery date indicated una return certified or registered mail receipt, or (iv) on the date indicated by the records uf a national, regional or local same day or overnight courier service .• or (y) on the date acknowledged in writing by the recipient Ovmcr or other adult residing with such Owner, or (vi) upon execution of a written waiver of such notice by the Owner. Notice to the Association may he given and shall he deemed to have been given in the same manner as notice to an Owner, when addressed to the principal business office of the Association or the property manager employed by the Association_ It shall he the duty of each

een given in the same manner as notice to an Owner, when addressed to the principal business office of the Association or the property manager employed by the Association_ It shall he the duty of each Owner to keep the Association infonned of such O'WTit.'T's current mailing address and telephone number. If an Owner has not provided the Association with the Owner's current mailing address I he Association may usc as the mailing address the street address of tht: Parcel owned by such Owner or the address for such Owner in the records of the Wake County-Revenue Department. If no address lor an Owner is reasonably available to the Association, the Association shall not be required to give notice to such Owner. Notice given to any one of multiple Owners of any portion of the Prope11ies shall be deemed to have been given to all of such Owners.

Section 4. Titles. The tilles, headings and captions whichhavt: been used throllghout the Declaration are for convenience on]y and are not to be used in construing the Declaration or any part thereof, except as necessary with respect to any cross-referencing of any provisions of the Declaration.

Section 5. Number and Gender. Whenever the context of the Declaration requires, the singular shall include the plural and one gender shaH include alL Section 6. No Exemption_ No Ov..ner may become exempt from any obligations imposed (Page 81 of 87) Declaration for Bedford At Falls River Page 75 Section 7. Subdivision, Combination of Lots; Plat Re-recording. A Parcel may be subdivided, and the boundaries of a Parcel may be altered, only with the written consent of the

d At Falls River Page 75 Section 7. Subdivision, Combination of Lots; Plat Re-recording. A Parcel may be subdivided, and the boundaries of a Parcel may be altered, only with the written consent of the Owner thereof and the Declarant, during the Declarant Control Period (and. thereafter, the Board).

and with any prior approval required of the Mortgagees and the City. Provided, ho·wever, and notwithstanding the foregoing sentence, such consent is not required for leases, deeds of correction, deeds Lo re:::~olve boundary line disputes or similar corrective instruments, or deeds or other instnuncnts granting any casement, right-of-way or license to Declarant, the Association, the City or a public utility provider. One or more Parcels may be combined into a single Parcel with the \Hitten consent of the Owner thereof and the Declarant, Juring the Declanlnt Control Period (and thereafter, the Board), and the resulting Parcel shall be considered as one Parcel for the purposes of the Declaration. Nothing containecl herein shall prohibit or restrict the right of Declarant, during the Declarant Control Period to subdivide, combine, re-subdivide or recombine portions of the Properties, or to record or re-record maps relating to, any portion of the Properties owned by Declarant, nor to prohibit or restrict the right of Declarant to approve or disapprove such activities Section 8. Changes in Planned Development Conditional Use Overlay District and/or Cluster Unit Development Plan. The provisions of this Section apply to any part or all of Bedford that has been approved by the City of Raleigh as a planned development conditional use

District and/or Cluster Unit Development Plan. The provisions of this Section apply to any part or all of Bedford that has been approved by the City of Raleigh as a planned development conditional use overlay di~trictand/or cluster unit development, as those terms are defined in the Raleigh City Code.

permit construction of additional Dwelling Units or to create additional Parcels, prior approved density transfers within the cluster unit development may, in fact. preclude City approval of additional Dwelling Units or creation of additional Parcels. During the Declarant Control Period, without the written consent of the Declarant (and, if required, by ilie City of Raleigh), no Parcel within Bedford may be subdivided by sale or otherwise so as to reduce the total land area shown on the recorded plats of BeJford.

With the approval of the City ofRaleigh, and subject to such tenns and conditions as the City or Raleigh may impose, during the Declarant Control Period Declarant shall have the right, without consent or approval of the Ov.-ners, to create additional DweUing Units or Parcels, add Common Property, and make density transfers among various Parcels.

Section 9. Association Contracts and Leases During Declarant Control Period.

All Association contract.s and leases made during lhc Declarant Control Period which extend beyond the Declarant Control Period must meet at least one of the following criteria: (i) be for a term limited to t\vo years or less; (ii) be temrinable without penalty by the Association upon ninety (90) days written notice; (iii) be commercially reasonable and made with an entity not affiliated with (Page 82 of 87)

mrinable without penalty by the Association upon ninety (90) days written notice; (iii) be commercially reasonable and made with an entity not affiliated with (Page 82 of 87) Declaration For Bedford At Falls River Page 76 Declarant; or(iv) be approved by the United States DcpartmcntofHousingand Urban Development ("HOD") or its designee or by the United States Veterans Administration (""VA .. ) or its designee.

Any Association contract or lease entered into before the first Board elected by the Class A Members entered into under the circumstances then prevailing, rnay be tenninated without penalty by the less than ninety (90) days' notice to the other parties to the contract or lease.

Section 10. Conflicts. Whenever there exists a coni1ict among the Governing Documents of the Association, the provisions of the Declaration and thereafter, any applicable Supplemental Declaration shall control, except as to matters of compliance with the Nonprofit Corporation Act, in which (;!vent the A1iiclcs shall controL Whenever there is a conflict between the provisions of tht: Articles and Bylaws, the provisions ofthe Articles shall control. With respect to the foregoing . .specific provisions shall control general provisions, except that a construction consistent with the Act, the Nonprofit Corporation Acl and the Raleigh City Code shall in all cases control over any construction inconsistent therewith. The provisions of the Act and Nonprofit

uction consistent with the Act, the Nonprofit Corporation Acl and the Raleigh City Code shall in all cases control over any construction inconsistent therewith. The provisions of the Act and Nonprofit Corporation Act shall in a]] cases conLTol over any conilicLing provi.sions of Lhc Raleigh City Code.

The provisions of the Bylaws shall control over any conflicting provision of any rule, regulation or other resolution adopted by the Association. The Goveming Documents shall be construed together and shall be deemed to incorporate one another in full.

Section 11. Assignment. Declarant specifically reserves the rightj in Declarant's sole discretion, at any time and from time to time, to temporarily or permanently assign any or all of its rights, privileges and powers under the Declaration or under any Supplemental Declaration. If Declarant has not assigned all of such rights by the time Declarant no longer owns any portion of the Properties, such rights then possessed by the Declarant shall be deemed to have been assigned to the Association.

Section 12. Costs and Reasonable Attorneys' Fees. In any action to enforce the provisions of any Governing Documents, the court may award reasonable attorneys' fees to the prevailing party, even if such action is settled prior to any trial, judgment or appeal. It is the specific intent of this Section that it constitute the allowance of the award of reasonable attorneys' fees as required under Section 47F-3-120 of the Act.

Section 13. Rule Against Perpetuities. As provided in Section 47F-2-!03(b) of the Act, the rule against perpetuities may not be applied to defeat any provision of the Declaration, or the Bylaws, rules, or regulations adopted pursuant to Section 47F-3-1 02(1) of the Act. In the event of

the rule against perpetuities may not be applied to defeat any provision of the Declaration, or the Bylaws, rules, or regulations adopted pursuant to Section 47F-3-1 02(1) of the Act. In the event of the absence of the protection of Section 4 7F -2-1 03 (b) of the Act, if any provision of the Declaration violates any applicable Rule Against Perpetuities. such provisions shall be deemed refonned to (Page 83 of 87) BK009366PS00977 Declaration For Bedford At Falls River Page 77 continue in effect for the maximum period oftime that such provision could exist without violating such applicable Rule Against Perpetuities.

Section 14. Reserved Rights. Vlhenever the Declaration reserves a right for, or requires or authorizes a consent, approval, variance or waiver by, Declarant during the Declarant Control Period, and thereafter confers such right upon. or requires or authorizes such approval or waiver by, the Board~ the applicable right may be exercised, or the applicable approval or variance or waiver may be given, only by Declarant (or its assigns, which may include the Board) during the Declarant Control Period, and, thereafter. only by the Board or its authorized designee.

Section 15. Legal Requirements. All Governing Documents shall be subject to and construed in accordance with all applicable Legal Requirements, including all applicable provisions of the Raleigh City Code. It shall be the responsibility of each Owner to comply with all applicable Legal Requirements, whether or not any approval, disapproval, waiver or variance of the terms of any Governing Documents has been given by Declarant, the Association or the Architectural Review Committee. It is the express intention of the Governing Documents to comply with the Act, and any

ms of any Governing Documents has been given by Declarant, the Association or the Architectural Review Committee. It is the express intention of the Governing Documents to comply with the Act, and any provisions of the Governing Documents that are not in compliance with the Act shall be deemed reformed from time to time to comply there\vith. Provided, however, it also is the intention of the Governing Docwnents that, unless its provisions violate the Act, such provisions shall control, and, insofar as reasonably possible, the provisions of the Governing Documents shall be construed in such manner as to be consistent with, and not in violation of, the Act.

Section 16. Marketable Title Act. It is the intention of the Dt:clarant that the Declaration exist and continue until terminated as provided herein, and that it constitute an exception to any automatic termination or expiration provision that might be applicable under the Real Property Marketable 1·itle Act as contained in Chapter 47B of the North Carolina General Statutes, or under any successor or replacement statute or any other Legal Requirement that would or could terminate the Declaration other than in the manner provided for termination herein. Accordingly, the Association, in its discretion, may at any time and from time to time, re-record in the Registry the Declaration or some memorandum or other notice hereof in order to continue the Declaration in full force and etiect and/or to qualify the Declaration as an exception to any such automatic termination or expiration provision of the Real Property \farketable Title Act or any other Legal Requirement.

(Page 84 of 87) Declaration For Bedford At Falls River Execution or Exhibit Page

erty \farketable Title Act or any other Legal Requirement.

(Page 84 of 87) Declaration For Bedford At Falls River Execution or Exhibit Page lN WITNESS WHEREOF, Declarant has caused the Declaration to be executed in legal and binding form, on the date indicated in the acknowledgment of such signature.

BRANDYWINE, LL.C., a Virginia Limited liability Company, doing business in Notth Carolina as BRANDYWINE OF VIRGINIA, L.L.C.

By~ N alli D.BeJlS.On, Manager r, .i ?.8.jl A. Nort~ , Notary Public ofthe County or City and State aforesaid, certify that Nathan D. Benson, Manager of Brandywine, LLC., a Virginia Limited Liability Company, doing business in North Carolina as Brandywine of Virginia, L.L.C., personally appeared before me this day and acknowledged that he is a Manager of said company and that he executed the Declaration on behalf of and as the act of the company by authority duly given.

(Page 85 of 87) EXHIBIT A Declaration For Bedford At Falls River Execution or Exhibit Page Description of the real property initially subjected to the Declaration: LYING AND BEING in the City of Raleigh, Neuse Township, Wake County, North Carolina, and being all of the real property described in those certain Deeds recorded in the Wake County, North Carolina Registry in Book 8795, Page 2666 and in Book 8795, Page 2671, said Deeds being incorporated by reference as if fully set out herein.

(Page 86 of 87) BK009366PG00980 EXlllBITB Declaration For Bedford At Falls River

n Book 8795, Page 2671, said Deeds being incorporated by reference as if fully set out herein.

(Page 86 of 87) BK009366PG00980 EXlllBITB Declaration For Bedford At Falls River Execution or Exhibit Page Description of the real property that constitutes the "Exhibit B Property": Exhibit B Property shall consist of any Property that is contiguous to any portion of the Properties. The total acreage ofExhibit B Property subjected to the Declaration shall not exceed 150 acres.

(Page 87 of 87) COUNTY Re-gistel' of DE>eds Wilke Cnunty 1 NC IIIII II Ul i Ilia W II m 1111~! Hill W II W til IIHI Yellow probate sheet is a vital part of your recorded document.

Please retain with original document and submit for rerecording.

Wake County Register of Deeds Laura M. Riddick Register of Deeds North Carolina- Wake County and this certificate are duiy registered at the date and time and in the book and page shown on the first page hereof.

Laura M. Riddick, Register of Deeds 1:{ I # of Pages