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HomeMy WebLinkAbout1.03 Declaration of Protective CovenantsDRAFT MASTER DECLARATION OF PROTECTIVE COVENANTS FOR THE RESIDENTIAL AREAS OF THE LOS AMIGOS RANCH PUD GARFIELD COUNTY, COLORADO TABLE OF CONTENTS PAGE I. CERTAIN DEFINITIONS (1) 1.1 Los Amigos 1.2 Association 1.3 Dwelling Unit II. GENERAL PURPOSES 2.1 General Purposes 2.3 Particular Purposes (2) III. SUBJECTION OF PROPERTY TO DECLARATION (3) 3.1 Property Which May Be Covered 3.2 Supplemental Declaration 3.3 Effect of Supplemental Declaration 3.4 Additional Provisions in Supplemental Declaration IV. LAND CLASSIFICATIONS AND DEFINITIONS (5) 4.1 Lot 4.2 Multiple Unit Tract 4.3 Common Area 4.4 Greenbelt Area 4.5 Property V. PROVISIONS APPLICABLE TO PARTICULAR LAND CLASSIFICATIONS (6) 5.1 Lot Restrictions 5.2 Multiple Unit Tract Restrictions 5.3 Common Area Restrictions 5.4 Greenbelt Area Restrictions VI. PROVISIONS APPLICABLE TO ALL PROPERTY (10) 6.1 Subdivision 6.2 Combining Parcels 6.3 No Business or Commercial Activity 6.4 Occupancy Limitations 6.5 Maintenance of Property 6.6 No Noxious or Offensive Activity 6.7 No Hazardous Activities 6.8 No Unsightliness 6.9 No Annoying Lights, Sounds or Odors • 6.10 No Temporary Structures 6.11 Restriction on Animals 6.12 Restriction on Signs 6.13 No Mining or Drilling 6.14 Tndividual Septic Systems 6.15 Construction Period Exception 6.16 Variances by Design Committee PAGE VII. REQUIRED APPROVAL OF ALL CHANGES TO PROPERTY 7.1 Change in the Existing State of Property 7.2 Approval of Change in Existing State Required 7.3 Design Committee Criteria for Approval 7.4 Conditions Precedent to Approval 7.5 Prosecution of Work After Approval (16) VIII. DESIGN COMMITTEE (20) 8.1 Design Committee Members 8.2 Action by Design Committee 8.3 Estoppel Certificate 8.4 Limitation on Liability IX. HOMEOWNERS ASSOCIATION (22) 9.1 General Purposes and Powers 9.2 Property Maintenance Function 9.3 Road and Easement Maintenance Function 9.4 Television Function 9.5 Insurance Function 9.6 Right to Make Rules and Regulations 9.7 Reserved Rights with Respect to Property Furnished by Los Amigos 9.8 No Sale or Abandonment of Property Furnished by Los Amigos 9.9 No Commercial Enterprises on Property Furnished by Los Amigos 9.10 Charges for Use of Facilities 9.11 Right to Dispose of Property 9.12 Governmental Successor 9.13 Owner's Enjoyment of Functions and Facilities 9.14 Implied Rights of Association 9.15 Indemnification 9.16 Regular Membership 9.17 Los Amigos Special Membership 9.18 Board of Directors 9.19 Voting of Members 9.20 Notices to Members 9.21 Certificate of Incorporation and Bylaws 9.22 Member's Obligation to Pay Assessments and Other Amounts 9.23 Assessments 9.24 Determination of Total Amount of Assessments 9.25 Approval of New Functions or Facilities 9.26 Lien for Assessments and Other Amounts 9.27 Personal Liability of Member 9.28 Liability of Purchasers and Encumbrances 9.29 Estoppel Certificate 1 DRAFT MASTER DECLARATION OF PROTECTIVE COVENANTS FOR THE RESIDENTIAL AREAS OF THE LOS AMIGOS RANCH PUD GARFIELD COUNTY, COLORADO I. CERTAIN DEFINITIONS: 1.1 Los Amigos: Los Amigos shall mean Los Amigos Ranch Corporation, consisting of Robert W. Chatmas, Thomas E. Neal and James A. R. Johnson, owners of the subject land and any successor or assign of Los Amigos Ranch Corporation under an instrument specifically designating such successor or as- sign as a successor or assign under this Declaration. A successor or assign other than by merger or consolidation shall be deemed a successor or assign under this Declaration only to the extent and only as to the particular rights or interests specifically designated in a written instrument. 1.2 Assocation: Association shall mean Los Amigos Ranch Homeowners Association, Inc., a Colorado corporation not for profit, formed and incorporated to be and constitute the Association to which reference is made in this Declaration and to further the common interests of some or all owners of any real property which may become subject to some or all of the provisions. covenants, conditions and restrictions con- tained in this Declaration or in any Supplemental Declaration as hereinafter provided. 1.3 Dwelling Unit: Dwelling Unit shall mean a single room or series of interconnected rooms within a single-family structure or multi -family structure, separated from, and not connected by private, direct, interior access with, any other room or rooms in said structure other than a common or public hall or lobby and served by a separate and private entrance or entrances. 1 • II. GENERAL PURPOSES: 2.1 General Purposes: Los Amigos Ranch expects to develop certain portions of real property in Garfield County, Colorado as residential areas. These residential areas may or may not be adjacent to each other and may or may not be de- veloped in exactly the same manner or with exactly the same objectives but it is expected that all will be developed with certain common objectives and that owners of property within these areas will have certain common interests. Some or all of said residential areas will be devel- oped with the objective of establishing the areas as scenic and pastoral mountain residential areas of the highest pos- sible quality, value, desirability and attractiveness where the natural beauty and view and the natural and unspoiled state of the property will be preserved as near as may be and where persons may reside and find seclusion and a pleasant environment. All of said residential areas will be developed with objectives designed to enhance the value of and to bene- fit all property within the Los Amigos Ranch. 2.2 Particular Purposes: This Declaration is exe- cuted to define and describe certain land or property classi- fications which will be established in some or all of said residential areas; to define and describe certain provisions, covenants, conditions, and restrictions which may be made applicable to some or all property within said residential areas; to provide for a homeowner's association to perform cer- tain obligations with respect to some or all property within said residential areas and to further the common interests of some or all owners of property within said residential areas; to establish the manner and extent to which property may be made subject to some or all of the provisions, covenants, conditions and restrictions set forth in this Declaration or may be made subject to additional or different provisions, covenants, conditions and restrictions; and to establish the effect of such provisions, covenants, conditions and restric- tions. 2 - • i III. SUBJECTION OF PROPERTY TO DECLARATION: 3.1 Property Which May Be Covered: Any real property located in Garfield County, Colorado, which is then owned by Los Amigos Ranch, but only if it is then owned by Los Amigos Ranch may be made subject, in whole or in part, to any or all of the provisions, covenants, conditions and restrictions con- tained in this Declaration and to additional or different pro- visions, covenants, conditions and restrictions as hereinafter provided. 3.2 Supplemental Declaration: Any real property as aforesaid, amy be made subject in whole or in part to any or all of the provisions, covenants, conditions and restric- tions contained in this Declaration and to additional or dif- ferent provisions, covenants, conditions and restrictions by the recording in the office of the County Clerk and Recorder of Garfield County, Colorado, of an instrument (hereinafter called a Supplemental Declaration) executed by Los Amigos Ranch, describing the property, and stating that, except as may be specifically stated in such Supplemental Declaration, the real property described in the Supplemental Declaration shall be subject to the provisions, covenants, restrictions and conditions contained in this Declaration and in any pre- viously recorded Supplemental Declaration and to the addi- tional or different provisions, covenants, conditions and re- strictions which may be contained in such Supplemental Decla- ration. 3.3 Effect of Supplemental Declaration: Upon the recording of a Supplemental Declaration in the office of the County Clerk and Recorder of Garfield County, Colorado, all of the real property described in the Supplemental Declara- tion shall be and shall be deemed subject to all of the pro- visions, covenants, conditions and restrictions contained in this Declaration and in any previously recorded Supplemental • • Declaration, except as specifically stated in the Supplemental Declaration, and to the additional or different provisions, covenants, conditions and restrictions which may be stated in the Supplemental Declaration. 3.4 Additional Provisions in Supplemental Declaration: A Supplemental Declaration may define and describe additional or different land classifications other than the land classi- fications set forth in this Declaration; may set forth addi- tional or different provisions, covenants, conditions and re- strictions applicable to property within such additional or different land classifications; may contain additional or dif- ferent provisions, covenants, restrictions and conditions ap- plicable only to the property described in the Supplemental Declaration; and may contain additional or different provisions, covenants, restrictions and conditions applicable both to the property described in the Supplemental Declaration and, except to the extent stated in a subsequent Supplemental Declaration, to any property described in a subsequent Supplemental Declara- tion. No provisions, covenants, restrictions and conditions contained in a Supplemental Declaration may be made or shall be considered applicable to any property except property de- scribed in that Supplemental Declaration or property in a Supplemental Declaration recorded subsequent to plemental Declaration. In the event of a conflict or inconsistency between a Supplemental Declaration and this Declaration or any previously recorded Supplemental Declaration the terms of the Supplemental Declaration shall prevail as to the particular property described in that Supplemental Decla- ration. described that Sup- IV. LAND CLASSIFICATIONS AND DEFINITIONS: DRAFT 4.1 Lot: A Lot shall mean any parcel of property shown on a recorded plat or described in a recorded instrument which is not clearly identified on the recorded plat or in the recorded in- strument as a Multiple Unit Tract or Common Area or as a parcel of property under some other land classification designation described in this Declaration or in any Supplemental Declaration, provided, however, that the inclusion of any parcel of property within a Greenbelt Area, as herein defined, shall not affect the classifica- tion of such parcel of property as a Lot under this Section 4.2 Multiple Unit Tract: A Multiple Unit Tract shall mean any parcel of property shown on a recorded plat or described in a recorded instrument which is clearly identified as a Multiple Unit Tract on the recorded plat or in the recorded instrument. 4.3 Common Area: Common Area shall mean any parcel of property shown on a recorded plat or described in a recorded in- strument which is clearly identified as Common or Common Area on the recorded plat or in the recorded instrument. Any parcel of property identified under any land classification designation may be changed to Common Area by Los Amigos by declaration recorded prior to conveyance of the parcel by Los Amigos. 4.4 Greenbelt Area: Greenbelt Area shall mean any por- tion of any Lot, Multiple Unit Tract, Common Area or other parcel of property designated on a recorded plat or in a recorded instru- ment as Greenbelt or Greenbelt Area. 4.5 Property: Property shall mean any property which is now or may hereafter be subject to this Declaration or any Sup- plemental Declaration, including Lots, Multiple Unit Tracts, Common Areas and any other parcels of property under any other land classi- fication designation, and including public or private streets, roads, easements or ways and including any and all improvements on any of the foregoing. - 5 - • • V. PROVISIONS APPLICABLE TO PARTICULAR LAND CLASSIFICATIONS: 5.1 Lot Restrictions: Each Lot shall be used exclusively for residential living purposes and such purposes as are customarily incident thereto. Unless otherwise specified on a recorded plat or in a Supplemental Declaration covering the Lot: No Lot shall be im- proved except with a residence structure or complex designed to ac- commodate no more than a single family and its servants and occa- sional guests plus such other improvements and structures as are necessary or customarily incident to a single family residence; No guest house or guest area of a structure shall have its own, separate kitchen facilities; No structures or above -ground improvements shall be permitted on any Lot which are detached or separated from the principal residence structure unless located within a reasonably com- pact area adjacent to the principal residence structure and unless designed as a single visual element, connected or related visually with the principal residence structure by fencing or other architec- tural features; The residence structure or complex shall have a mini- mum living floor area of garages, porches, patios corded plat or specified the number of and accessory square feet, exclusive of structures, shown on the in a Supplemental Declaration covering re - the Lot; No residence structure and no other structure or above -ground improvement shall rise more than the number of stories or number of feet, measured in either case, from the highest grade level adjoining the structure, shown on the recorded plat or specified in a Supple- mental Declaration covering the Lot; and All above -ground improve- ments, except landscaping and necessary crossings by access drives, bridges or paths, shall be set back at least the distance from the boundaries of the Lot established by setback lines shown on the re- corded plat or specified in a Supplemental Declaration covering the Lot. 5.2 Multiple Unit Tract Restrictions: Each Multiple Unit Tract shall be used exclusively for residential living purposes and such purposes as are customarily incident thereto. Unless otherwise - 6 - • • specified on a recorded plat or in a Supplemental Declaration covering the Multiple Unit Tract: No Multiple Unit Tract shall be improved with more than the number of principal structures containing the num- ber of Dwelling Units which may be specified for the Tract on the re- corded plat or in a Supplemental Declaration covering the Tract, plus such other improvements and structures as are necessary or customarily incident to any such principal structures; Each Dwelling Unit within a structure shall be designed to accommodate no more than a single family and its servants and occasional guests; No structures or above -ground improvements shall be permitted on any Multiple Unit Tract which are detached or separated from a principal structure unless located within a reasonably compact area adjacent to a principal structure and unless designed as a single visual element, connected or related visually with that principal structure by fencing or other architectural fea- tures; Each Dwelling Unit within a structure shall have a minimum floor area of the number of square feet, exclusive of garages, porches, patios and accessory structures, specified on the recorded plat or in a Supplemental Declaration covering the Tract; No principal structure and no other structure or above -ground improvement shall rise more than the number of stories or more than the number of feet, measured in either case, from the highest grade level adjoining the structure, which may be specified on the recorded plat or in a Supplemental Declaration covering the Tract; and All above -ground improvements, except landscaping and necessary crossings by access driveways, bridges or paths, shall be set back at least the distance from the boundaries of the Multiple Unit Tract established by setback lines shown on the recorded plat or specified in the Supplemental Declara- tion covering the Multiple Unit Tract. 5.3 Common Area Restrictions: Common Area shall be kept exclusively as a scenic and as a natural forested or natural open area except as herein stated and except as may be specifically pro- vided on the recorded plat or in the Supplemental Declaration cover- ing the Common Area. Portions of Common Area, no extensive in pro- portion to the total Common Area then subject to this Declaration or any Supplemental Declaration may be developed for non-profit 7 • • recreation and leisure -time activities for the benefit of owners of property subject to this Declaration or any Supplemental Declaration, their guests and invitees; and portions of Common Area may be devel- oped as may be reasonably necessary for installation of below -surface utilities, as may be necessary or desirable to provide or improve access to or from or to enhance the use and enjoyment of any Property, or as may be necessary or desirable to protect, support or preserve any Property. Common Areas shall at all times be held by Los Amigos or by the Association,or, with the consent of Los Amigos, by an ap- propriate governmental authority, including a park or recreation district, which is existing and willing to accept and maintain the same. For so long as any Common Area is owned or held by Los Amigos or by the Association and until and unless conveyed to a govern- mental authority, any such Common Area shall be maintained by the Association and shall be held by Los Amigos or the Association for the exclusive use of owners of Property, their invitees and guests, al- though Los Amigos, or, upon conveyance thereof to the Association, the Association, may at any time and from time to time limit or re- strict use of all or portions of any Common Area to certain uses and/or to certain persons or classes of persons, may prescribe rules and regulations governing the use of Common Areas and may, if some owners wish to use and develop a portion of Common Area for recrea- tion facilities and are willing to pay the cost of developing and maintaining the same, permit such development on such terms and conditions as may be deemed advisable. 5.4 Greenbelt Area Restrictions: Any portion of a Lot, Multiple Unit Tract, Common Area or other parcel of property desig- nated as a Greenbelt Area shall be preserved and maintained at all times as near as may be in its natural state and no above -ground improvements, except necessary crossings by access driveways, bridges or paths, shall be permitted therein or thereon except that, if all of any Lot, Multiple Unit Tract, Common Area or other parcel of property is designated as Greenbelt Area, portions thereof, to the extent reasonably necessary to proper use and enjoyment, may be occupied by such principal structures, accessory structures and - 8 - • • improvements as may be otherwise permitted for porperty under that particular land classification and by such improvements and struc- tures as are necessary or customarily incident thereto. - 9 - • • VI. PROVISIONS APPLICABLE TO ALL PROPERTY: 6.1 Subdivisions of Property: No Lot, Multiple Unit Tract, Common Area or parcel of property identified under any other land classification designation may be divided or subdivided or a fractional portion thereof sold or conveyed so as to be held in divided ownership, except that a Multiple Unit Tract may be divided and sold or conveyed in condominium ownership as recognized under the Condominium Ownership Act of Colorado. Notwithstanding the foregoing, adjoining property owners may sell or purchase adjoining property to accomplish relocation of the boundary line between such properties if such sale and purchase will not cause or result in a violation of any setback, building or other restriction herein con- tained. In such cases, the new boundary line thus established shall be deemed the new boundary line between the respective properties but no setback lines, easements or land classifications established for such properties with respect to the former boundary line or otherwise shall be changed or shifted by reason of the change of boundary line. 6.2 Combining Parcels: Two or more adjoining Lots, Multiple Unit Tracts or other parcels of property of the same land classification which are under the same ownership may be combined and developed as one parcel. Setback lines along the common boun- dary line of the combined parcels may removed if the written consent of the be removed and shall be deemed Design Committee is obtained and if the Design Committee, prior to giving its consent, finds and determines that back lines will other property. any improvements to be constructed within these set - not cause unreasonable diminution of the view from Easements created or established by Los Amigos combined parcels may be changed along the common boundary line of the without the consent of any person entitled to use thereof if the written consent of Los Amigos is obtained and if alternate easements are granted or created, satisfactory to Los Amigos, by the owner of the combined parcels. If setback lines are removed or easements - 10 - • • changed along the common boundary line of combined parcels, the combined parcels shall thereafter be deemed one parcel, and may not thereafter be split and developed as two parcels. 6.3 No Business or Commercial Activity: No Property shall be used at any time for business or commercial activity, provided, however, that Los Amigos or its nominee may use any Property for model homes or real estate sales offices. 6.4 Occupancy Limitations: No residence structure on any Lot and no Dwelling Unit in any structure on a Multiple Unit Tract or other parcel of property shall be used for living purposes by more persons than it was designed to accommodate comfortably. No portion of any Property shall be used as a residence for living purposes other than the permitted residence structure on a Lot or a Dwelling Unit in any permitted structure constructed on a Multiple Unit Tract or other parcel of property. 6.5 Maintenance of Property: All Property, including Common Areas, and all improvements on any Property shall be kept and maintained by the owner thereof in clean, safe, attractive and sightly condition and in good repair. Common Areas shall be so maintained by the Association notwithstanding the fact that the Com- mon Area may not have been conveyed to the Association by Los Amigos. 6.6 No Noxious or Offensive Activity: No noxious or offensive activity shall be carried on upon any Property nor shall anything be done or placed on any Property which is or may become a nuisance or cause embarrassment, disturbance or annoyance to others. 6.7 No Hazardous Activities: No activities shall be conducted on any Property and no improvements constructed on any Property which are or might be unsafe or hazardous to any person or property. Without limiting the generality of the foregoing, no firearms shall be discharged upon any Property; and no open fires shall be lighted or permitted on any Property except in a contained - 11- • 1 barbecue unit while attended and in use for cooking purposes or within a safe and well-designed interior fireplace or except such campfires or picnic fires in portions of Common Areas designated for such use by Los Amigos or by the Association or except such controlled and attended fires required for clearing or maintenance of land. 6.8 No Unsightliness: No unsightliness shall be per- mitted on any Property. Without limiting the generality of the foregoing: (a) All unsightly structures, facilities, equipment, objects and conditions shall be enclosed within an approved struc- ture or appropriately screened from view; (b) Trailers, mobile homes, trucks other than pickups, boats, tractors, vehicles other than automobiles, campers not on a truck, snow removal equipment and garden or maintenance equipment shall be kept at all times, ex- cept when in actual use, in an enclosed structure or screened from view; (c) Refuse, garbage and trash shall be kept at all times in a covered, noiseless container and any such container shall be kept within an enclosed structure or appropriately screened from view; (d) Service areas, storage piles, compost piles and facilities for hanging, drying or airing clothing or household fabrics shall be appropriately screened from view; (e) Pipes for water, gas, sewer, drainage or other purposes and wires, poles, antenna and other fa- cilities for the transmission or reception of audio or visual sig- nals or electricity, and utility meters or other utility facilities and gas, oil, water or other tanks, and sewage disposal systems or devices shall be kept and maintained within an enclosed structure or below the surface of the ground; (f) and No lumber, grass, shrub or tree clippings or plant waste, metals, bulk materials or scrap or refuse or trash shall be kept, stored or allowed to accumulate on any Property. Notwithstanding the foregoing, if at the time of the occupancy of any approved structure, connections to a nearby under- ground electricity line or telephone line are not available, then temporary poles or wires for electricity,or telephone service, as the case may be, may be installed to a reasonably necessary height provided that they shall be promptly removed at the expense of the • • owner after the availability of connections to nearby underground lines or cables. If, at the time of the occupancy of any approved structure, a connection to a nearby television cable is not avail- able, and if a signal from a booster or translator is not being pro- duced into the area, an owner may install a temporary television an- tenna to a reasonable height. If at any subsequent time a signal from a booster or translator is being produced but a connection to a nearby television cable is still not available, an owner may in- stall a television antenna no larger or more conspicuous than is necessary and in any event shall remove promptly at his expense any larger television antenna previously installed. If at any time a connection to a nearby television cable is or becomes available, each owner shall remove promptly at his expense all television an- tennae previously installed. 6.9 No Annoying Lights, Sounds or Odors: No light shall be emitted from any Property which is unreasonably bright or causes unreasonable glare; No sound shall be emitted on any Property which is unreasonably loud or annoying; and No odor shall be emitted on any Property which is noxious or offensive to others. 6.10 No Temporary Structures: No tent or shack or other temporary building, improvement or structure shall be placed upon any Property. 6.11 Restriction on Animals: No animals, birds, insects or livestock shall be kept on any Property except domesticated dogs, cats or other household pets which do not unreasonably bother or constitute a nuisance to others and except horses on such portions of Common Area, roads and other public ways or easements as may be designated for such use from time to time by Los Amigos and except for such numbers of horses or livestock on a particular Lot, or Multiple Unit Tract or other parcel of property as may be specifi- cally designated for such Property on the recorded plat or in the Supplemental Declaration covering such Lot, Multiple Unit Tract or other parcel of property. • • 6.12 Restriction on Signs: No signs or advertising de- vices of any nature shall be erected or maintained on any Property except as necessary to identify the ownership of the Property and its address; or to show the Property is for sale or for rent; or as may be necessary or desirable to give direction, advise of rules and regulations, or caution or warn of danger; and such signs as may be otherwise required by law. Any signs which are permitted under the foregoing restrictions shall be erected or maintained on Property only with the prior written approval of the Design Commit- tee which approval shall be given only if such signs shall be of attractive design in keeping with the scenic and rustic nature of the area and shall be as small in size as is reasonably possible and shall be placed or located as directed or approved by the Design Committee. 6.13 No Mining and Drilling: No Property shall be used for the purpose of mining, quarrying, drilling, boring or exploring for or removing water, oil, gas or other hydrocarbons, minerals, rocks, stones, gravel or earth. 6.14 Individual Septic Systems: Individual septic systems are allowed only in areas not served by central sewage collection, and only after approval by the Design Committee and any governmen- tal authority having jurisdiction. 6.15 Construction Period Exception: During the course of actual construction of any permitted structures or improvements, the provisions, covenants, conditions and restrictions contained in this Declaration or in any Supplemental Declaration shall be deemed waived to the extent necessary to permit such construction, provided that, during the course of such construction, nothing is done which will result in a violation of any of said provisions, covenants, condi- tions and restrictions upon completion of construction. • • 6.16 Variances by Design Committee: The Design Committee may authorize variances from compliance with any of the provisions, covenants, conditions and restrictions contained in this Declaration or any Supplemental Declaration when circumstances such as topography, natural obstructions or hardship may require. Such variances must be evidenced in writing. If such variances are granted, no violation of the provisions, covenants, restrictions and conditions contained in this Declaration or any Supplemental Declaration shall be deemed to have occurred with respect to the matter for which the variance was granted. The granting of such a variance shall not operate to waive any of the provisions, covenants, conditions and restrictions contained in this Declaration or any Supplemental Declaration for any purpose except as to the particular property and particular pro- vision covered by the variance. • • VII. REQUIRED APPROVAL OF ALL CHANGES TO PROPERTY: 7.1 Change in the Existing State of Property: Change in the Existing State of Property shall mean and include, without limitation, the construction of any building, structure or other improvement, including utility facilities; The excavation, filling or similar disturbance of the surface of land including, without limitation, change of grade, stream bed, ground level or drainage pattern; The clearing, marring, defacing or damaging of trees, shrubs or other growing things; The landscaping or planting of trees, shrubs, lawns or plants; or Any change or alteration, in- cluding without limitation, any change of color, texture or ex- terior appearance, of any previously approved Change in the Exist- ing State of Property. 7.2 Approval of Change in Existing State Required: No Change in the Existing State of Property shall be made or permitted, except by Los Amigos, without the prior written approval of the De- sign Committee and without compliance with the provisions, covenants, conditions and restrictions set forth in this Article The following paragraphs of this Article shall not be applicable to any Change in the Existing State of Property by Los Amigos, except as specifically provided therein. 7.3 Design Committee Criteria for Approval: The Design Committee shall have complete discretion to approve or disapprove any Change in the Existing State of Property. The Design Committee shall exercise such discretion with the following objectives in mind among others: To carry out the general purposes expressed in this Declaration; To prevent violation of any specific provision of this Declaration or any Supplemental Declaration; To prevent any change which would be unsafe or hazardous to any persons or property; To prevent any obstruction or diminution of the view of others; To preserve visual continuity of the area and to prevent a marked or unnecessary transition between improved and unimproved areas and _16- • • any sharp definition of boundaries of property ownership; To assure that any change will be of good and attractive design and in har- money with the rustic and natural setting of the area and will serve to preserve and enhance existing features of natural beauty; To assure that materials and workmanship for all improvements are of high quality comparable to other improvements in the area; and To assure that any change will require as little maintenance as pos- sible so as to assure a better appearing area under all condi- tions. Any Change in the Existing State of Property by Los Amigos shall be made with the same objectives in mind. 7.4 Conditions Precedent to Approval: Prior to expen- ditures of any substantial time or funds in the planning of any proposed Change in the Existing State of Property, the owner of Property shall advise the Design Committee in writing of the gen- eral nature of the proposed change; shall, if requested by the Design Committee, meet with a member or members of the Design Com- mittee to discuss the proposed change; shall read or become fami- liar with any guides or guidelines which may have been prepared or formulated by the Design Committee; and shall, if requested by the Design Committee, furnish the Design Committee with pre- liminary plans and specifications for comment and review. After the nature and scope of a proposed Change in the Existing State of Property is determined and prior to the commencement of work to accomplish such Change, the Design Committee shall be furnished in duplicate, by the owner of the Property, with a complete and full description of the proposed Change in writing and with a plot plan covering the particular Lot, Multiple Unit Tract, Common Area or other parcel of property, drawn to such scale as may be reasonably required by the Design Committee, showing all boundaries, showing existing and proposed contour lines and elevations at reasonably detailed intervals, showing all existing and proposed improvements, showing the existing and proposed drainage pattern, showing the existing and proposed utility and sanitation facilities and showing the existing or proposed substantial trees or shrubs. There shall also be furnished to the Design Committee by any owner of property -17- • any and all further information with respect to the Existing State of Property or the proposed Change in the Existing State of Prop- erty which the Design Committee may reasonably require to permit it to make an informed decision on whether or not to grant approval to the Change. If the drainage pattern of any Property will be affected by any Change, the Design Committee may require submission of a report on the effect by a qualified engineer or geologist. With respect to all buildings and other structures, the Design Com- mittee may require submission, in duplicate, of floor plans, ele- vation drawings, and final working drawings, all drawn to such scale as may be reasonably required by the Design Committee; descrip- tions of exterior materials and colors and samples of the same; and final construction specifications. Where buildings or structures or other improvements which reasonably require plans and specifica- tions are proposed to be constructed or built, the Design Committee may require that the plans and specifications be prepared by a prac- ticing licensed architect and that a fee of $100 be paid to the Association to cover costs and expenses of review, provided that $75 of the fee may be waived by the Design Committee in its discretion if the plans and specifications furnished are prepared by a prac- ticing licensed architect. Prior to giving approval to a proposed Change in the Existing State of Property, at least one member of the Design Committee shall physically inspect the Property. No pro- posed Change in the Existing State of Property shall be deemed to have been approved by the Design Committee unless its approval is in writing executed by at least two members of the Design Committee provided that approval shall be deemed given if the Design Committee fails to approve or disapprove a proposed Change or to make addi- tional requirements or request additional information within 45 days after a full and complete description of the proposed Change has been furnished in writing to the Design Committee with a written and specific request for approval. 7.5 Prosecution of Work After Approval: After approval by the Design Committee of any proposed Change in the Existing State of Property, the proposed Change shall be accomplished as promptly 18- • • and diligently as possible and in complete conformity with the description of the proposed Change and with any plans and specifi- cations therefore given to the Design Committee. Failure to accom- plish the Change within one year after the date of approval or to complete the proposed Change strictly in accordance with the de- scription thereof and plans and specifications therefor shall operate to automatically revoke the approval of the proposed Change and, upon demand by the Design Committee, the Property shall be re- stored as nearly as possible to its state existing prior to any work in connection with the proposed Change. The Design Committee and its duly appointed agents may enter upon any Property at any reasonable time or times to inspect the progress or status of any Change in the Existing State of Property being made or which may have been made. The Design Committee shall have the right and authority to record a notice to show that any particular Change in the Existing State of Property has not been approved or that any approval given has been automatically revoked. • • VIII: DESIGN COMMITTEE: 8.1 Design Committee Members: The Design Committee shall consist of three members. At least one member shall be a licensed architect who shall be designated specifically as the Architect Member. There may be designated one or more alternate members for each regular member of the Design Committee each of whom shall be authorized to act in the place and stead of the mem- ber for whom he is an alternate in the event of that member's ab- sence or inability to act. Members and alternate members of the Design Committee shall be appointed by and shall serve at the pleasure of Los Amigos, provided that, at any time, Los Amigos may assign the right to appoint and remove one or more members and al- ternate members of the Design Committee to the Association. Los Amigos or, after assignment of the right to appoint and remove a majority of the members and alternate members to the Association, then the Association, shall promptly furnish the names and addresses of the current members and alternate members of the Design Committee to any interested person and the name and address to which all no- tices and communications to the Design Committee should be directed. The Association shall be obligated to pay reasonable compensation to members and alternate members for actual services rendered and to reimburse them for actual and reasonable expenses incurred. 8.2 Action by Design Committee: The vote or written con- sent of any two members shall constitute action of the Design Com- mittee, provided, however, that approval of plans, drawings and specifications by the Design Committee shall require the vote or written consent of the Architect Member and at least one other mem- ber. The Design Committee shall report in writing all approvals and disapprovals of any Changes in the Existing State of Property to Los Amigos or to the Association whichever then has the right to appoint and remove a majority of the members and Los Amigos or the Association, as the case may be, shall keep a permanent record of all such reported action. - 20- • • 8.3 Estoppel Certificate: Los Amigos or the Association shall, upon written request of any interested person, furnish a certificate with respect to approval or disapproval by the Design Committee of any Change in the Existing State of Property and any person, without actual notice to the contrary, shall be entitled to rely on said certificate by either Los Amigos or the Association with respect to all matters set forth therein. 8.4 Limitation on Liability: Neither the Design Com- mittee nor any member thereof, nor the Association nor any direc- tor, officer or member thereof, nor Los Amigos nor any joint ven- turer therein nor any director, officer or stockholder of any joint venturer therein, nor any agent or employee of any of the foregoing shall be liable to any party for any action or for any failure to act under or pursuant to or with respect to any provision of this Declaration provided only that the person or entity sought to be charged with any liability shall have proceeded in good faith and without malice. IX. • ! HOMEOWNERS ASSOCIATION: 9.1 General Purposes and Powers: Los Amigos Homeowners Association, Inc., has been formed and incorporated as a Colorado corporation not for profit to be and constitute the Association to which reference is made in this Declaration, to perform functions and hold and manage property as provided in this Declaration and to further the common interests of all owners of property or particular groups of owners of property which may be subject, in whole or in part, to any or all of the provisions, convenants, conditions and restrictions contained in this Declaration. The Association shall be obligated to and shall assume and perform all functions and obli- gations imposed on it or contemplated for it under this Declaration and any similar functions or obligations imposed on it or contemplated for it under any Supplemental Declaration with respect to any Prop- erty now or hereafter subject to this Declaration. The Association shall have all powers necessary or desirable to effectuate these purposes. It shall not engage in commercial, profit-making activity. 9.2 Property Maintenance Function: The Association shall be obligated to and shall accept title to any real property or interest therin, including improvements thereon, or to any per- sonal property or equipment granted or furnished by Los Amigos to the Association and, with respect to any such property and to any other property acquired and held by the Association shall be obli- gated to and shall pay all taxes and assessments of whatever nature relating to any of said property; adequately and fully insure all of said property against casualty loss as hereinafter provided; provide for the best and highest quality care, operation, management, main- tenance, repair and replacement of the same; remove snow from the same as necessary for their customary use and enjoyment; maintain plants, trees and shrubs provided or existing thereon; and maintain lighting provided or existing thereon; and maintain roads, walks or drives provided or existing thereon. - 22- • • 9.3 Road and Easement Maintenance Function: The Associa- tion shall be obligated to and shall provide for the best and high- est quality care, operation, management, maintenance, repair and replacement of all public and private roads, streets, lanes, drives, avenues, courts, circles and places; of all skiing, equestrian or other easements established or provided for some or all owners of any property which may be made subject to this Declaration; and of any and all drainage easements and drainage pipes or facilities within the same which may be established or provided with respect to any property which may be made subject to this Declaration. Maintenance shall include the removal of snow to the extent neces- sary to assure full use of any public or private roads, streets, lanes, drives, avenues, courts, circles and places. These obliga- tions shall be obligations of the Association without regard to whether or not the Association has any right, title or interest in any of the foregoing. 9,4 Television Function: The Association shall be obli- gated to and shall pay a fair share of the costs and expenses of any system provided in the Los Amigos Area in Garfield County, Colo- rado, by a suitable areawide, non-profit, organization to assure suitable and adequate television reception in the area through a television booster, translator or cable system. 9.5 Insurance Function: The Association shall be obli- gated to and shall obtain and keep in full force and effect at all times at least the following insurance coverage. The Association shall obtain casualty insurance with respect to all insurable prop- erty of the Association, insuring the full replacement value there- of, including coverage for fire and extended coverage, vandalism and malicious mischief and war risk coverage if available and if deemed appropriate by the Association. The Association shall ob- tain broad form comprehensive liability coverage, covering both public liability and automobile liability, with limits of not less than $1,000,000 for each person and not less than $3,000,000 for each occurrence and with property damage limits of not less than - 23 - • • $500,000 for each accident. All insurance may contain such deduc- tible provisions as good business practice may dictate. All insur- ance shall name the Association, shall name Los Amigos as an addi- tional insured and shall, to the extent reasonably possible, cover each owner of property now or hereafter subject to this Declaration without any such owner necessarily being specifically named. The Association shall provide Los Amigos, upon request, with certifi- cates evidencing such insurance and copies of the insurance policies. 9.6 Right to Make Rules and Regulations: The Associa- tion shall be authorized to and shall have the power to adopt and enforce rules and regulations to regulate use of any and all facili- ties and property of the Association to assure fullest enjoyment and use by the persons entitled to enjoy and use the same. The Association may provide for enforcement of any such rules and regu- lations through reasonable and uniformly applied fines and penal- ties, through exclusion of violators from property and facilities of the Association or otherwise. Each owner of any property which may be made subject to this Declaration and such owner's guests and invitees shall be obligated to comply with and abide by any such rules and regulations. 9.7 by Los Amigos: Reserved Rights with Respect to Property Furnished Any real property or interest in real property fur- nished by Los Amigos to the Association may be and shall be deemed conveyed, granted or furnished subject to then existing easements for utilities, including gas, electricity, water, sewer, telephone, television and intercommunication, alarm or other systems; ease- ments for drainage and drainage facilities; easements for public or private skiing and skiing facilities; easements for ingress, egress and access for the benefit of any property, whether or not subject to this Declaration; and shall be deemed subject to and deemed accepted by the Association subject to an exception and reservation by Los Amigos, whether or not expressed at the time, of the right, power and authority to thereafter create and grant any such ease- ments and to enter upon and further improve or develop any such property, at its own cost and expense, for the benefit of the Associa- 24 • • tion or any of the owners of property which may be subject to this Declaration. 9.8 No Sale or Abandonment of Property Furnished by Los Amigos: No real property or interest in real property con- veyed, granted or furnished by Los Amigos to the Association may be, and any such real property or interest therein shall be deemed, conveyed, granted or furnished, whether or not expressed in the deed or instrument of conveyance or grant, on and subject to the condition that it shall not be sold, conveyed, leased, transferred, abandoned or disposed of by the Association without the written con- sent of Los Amigos. No improvements on real property granted or furnished by Los Amigos to the Association may be destroyed, per- mitted to deteriorate or waste or disposed of by the Association without the written consent of Los Amigos unless a suitable and ade- quate replacement or substitute is constructed, purchased or ac- quired by the Association which replacement or substitute shall be deemed to be property furnished by Los Amigos. 9.9 No Commercial Enterprise on Property Furnished by Los Amigos: No real property or interest in real property, inclu- ding improvements thereon, and no personal property or equipment granted or furnished by Los Amigos to the Association shall be used or operated by the Association or by any other person or entity for commercial use, profit or gain without the written consent of Los Amigos and no charges shall be imposed by the Association for use of property or facilities granted or furnished by Los Amigos to the Association without the written consent of Los Amigos. 9.1n Charges for Use of Facilities: Subject to the pro- visions of this Declaration requiring the consent of Los Amigos with respect to property or facilities furnished by Los Amigos to the Association, the Association may establish reasonable and uni- formly applied charges for use of property and facilities of the Association to assist the Association in off -setting the costs and expenses of the Association attributable thereto. - 2'5- • • 9.11 Right to Dispose of Property: Subject to the pro- visions of this Declaration requiring the consent of Los Amigos with respect to property furnished by Los Amigos to the Association, the Association shall have full power and authority to sell, lease, grant rights in, transfer, abandon or dispose of any property or facilities owned or held by the Association. 9.12 Governmental Successor: Any property or facility owned or held by the Association and any fuction or activity re- quired to be performed by the Association under the terms of this Declaration may be turned over to a governmental authority which is willing to accept and assume the same upon such terms and condi- tions as the Association shall deem to be appropriate with the written consent of Los Amigos. 9.13 Owner's Enjoyment of Functions and Facilities: Each owner of any property which may be subject to this Declaration and such owner's guests and invitees shall be entitled to use and enjoyment of all property, property interests, and facilities owned or held by the Association and of all functions and activities un- dertaken by the Association subject to such reasonable and uniformly applied rules and regulations which the Association may adopt to assure the fullest and best possible use and enjoyment of the same by all persons entitled thereto and subject to such reasonable and uniformly applied charges which the Association may, subject to the other provisions of this Declaration, impose to offset costs and expenses in connection therewith. 9.14 Implied Rights of Association: The Association shall have and may exercise any right or privilege given to it ex- pressly in this Declaration or, except to the extent limited by the terms and provisions of this Declaration, given to it by law, and shall have and may exercise every other right or privilege or power and authority necessary or desirable to fulfill its obligations un- der this Declaration, including, without limiting the generality of the foregoing, the right to engage necessary labor and acquire use of • • or purchase necessary property, equipment or facilities; employ personnel necessary to manage affairs of the Association; and ob- tain, and pay for, legal, accounting and other professional ser- vices as may be necessary or desirable. 9.15 Indemnification: The Association shall be obli- gated to and shall indemnify Los Amigos and hold it harmless from all liability, loss, cost, damage and expense, including attorney's fees, arising with respect to any operations of the Association or any property of the Association including property granted or fur- nished to the Association by Los Amigos. 9.16 Regular Membership: There shall be one Regular Membership in the Association for each Lot, each Multiple Unit Tract prior to construction of improvements thereon, each Dwelling Unit on a Multiple Unit Tract after construction of improvements thereon, and for each parcel of property under any land classifi- cation designation specified in any Supplemental Declaration and each such Membership shall be appurtenant to the fee simple title to such Lot, Multiple Unit Tract, Dwelling Unit or other parcel of property. The owner or owners of the Lot, Multiple Unit Tract, Dwelling Unit or other parcel of property shall be deemed the owner or owners of the Regular Membership appurtenant to that property and title to and ownership of the Membership for that property shall auto- matically pass upon transfer of fee simple title to that property. Each owner or owners of a Lot, Multiple Unit Tract, Dwelling Unit or other parcel of property as aforesaid shall be at all times en- titled to the benefits and subject to the burdens relating to the Regular Membership for such property. If fee simple title to a Lot, Multiple Unit Tract, Dwelling Unit or other parcel of property, as aforesaid, is held by more than one person or entity, the Regular Membership appurtenant to that property shall be shared by all such persons or entities in the same proportionate interest and by the same type of ownership in which fee simple title to that prop- erty is held. Membership in the Association shall be limited to owners of Lots, Multiple Unit Tracts, Dwelling Units or other par- cels of property as aforesaid except as hereinafter specifically provided with respect to the Special Membership of Los Amigos. The _ 27_ . • term Member as used herein shall mean a Special Member as well as a Regular Member. 9.17 Los Amigos Special Membership: Los Amigos shall, at all times, have and be deemed to hold a Special Membership in the Association without regard to whether Los Amigos is the owner of a Lot, Multiple Unit Tract, Dwelling Unit or other parcel of prop- erty. As the holder of this Special Membership, Los Amigos shall be entitled to notice of all meetings of Regular Members of the Asso- ciation and shall be entitled to speak and be heard at any such meetings and shall have a vote equal to the vote of the owner of one Lot on all matters submitted to a vote of Regular Members. As the holder of this Special Membership, Los Amigos shall also have the power and authority to designate 60% of the members of the Board of Directors of the Association until the first annual meeting of Regu- lar Members of the Association and for 2 years thereafter; the power and authority to designate 40% of the members of the Board for the following 3 years; and the power and authority to designate at least 1 member of the Board of the Association for the following 10 years, such designations to be made at least annually and immediately fol- lowing election of members of the Board by Regular Members of the Association. As holder of the Special Membership, the approval of Los Amigos shall be required as a condition to merger, consolida- tion or dissolution of the Association. Except as herein stated, Los Amigos, as the holder of this Special Membership shall have no other rights and be subject to no other obligations by reason of such Special Membership. 9.18 Board of Directors: The affairs of the Association shall be managed by a Board of Directors which may, however, dele- gate any portion of its authority, by resolution, to an Executive Committee, or to an Executive Manager or Director for the Association. Members of the Board of Directors, other than those designated by Los Amigos, shall be elected annually by the Members as hereinafter provided. • • 9.19 Voting of Members: Each Regular Member shall have one vote for each Lot, Multiple Unit Tract prior to construction of improvements thereon, Dwelling Unit on a Multiple Unit Tract after construction of improvements thereon, and each parcel of property under any other land classification designation specified in a Supplemental Declaration, in the election of members of the Board of Directors of the Association, other than members to be designated by Los Amigos, and in all other matters submitted to the vote of Regular Members. In all voting by Members, cumulative voting and voting by Proxy shall be allowed and permitted. 9.20 Notices to Members: Los Amigos, as the holder of a Speical Membership, and each Regular Memver shall be entitled to at least thirty days' notice of all meetings in which a vote of Members is to be taken and of the amount of all assessments which the Member is obligated to pay. Notice shall be considered given when written notice is mailed or telegraphed to a Member addressed to the Member under the name and address for the Member furnished by the Member to the Association and, in any event shall be deemed given when the Member actually receives notice. If a Member fails to furnish a name or address to the Association to which notices may be mailed, the Association shall be entitled_ to give notice by mail, telegraph or delivery of a written notice to the address of such Member's property, addressed "Care of Owner." 9.21 Certificate of Incorporation and Bylaws: The pur- posesand powers of the Association and the rights and obligations inherent in membership set forth in this Declaration may and shall be amplified by provisions of the Certificate of Incorporation and Bylaws of the Association, including any reasonable provisions with respect to establishing a record date for determination of Members entitled to notice or to vote, with respect to quorum re- quired at meetings of Members and with respect to other corporate matters, but no such provisions may be, at any time, inconsistent with any provision of this Declaration. 9.22 Member's Obligation to Pay Assessmentsand Other Amounts: Los Amigos, with respect to all property which may now or hereafter to subject to this Declaration, hereby covenants and each owner of any such property or any right, title or interest therein, whether or not it be so expressed at the time of acquisition of such right, title or interest, shall be deemed to convenant and agree with each other and with the Association to pay to the Association assess- ments as provided in this Declaration and such reasonable and uni- formly applied charges for the use of facilities which may be esta- blished by the Association as provided in this Declaration and such reasonable and uniformly applied fines and penalties imposed for violation of rules and regulations adopted by the Association as provided in this Declaration. 9.23 Assessments: Each Member of the Association shall be obligated to pay and shall pay to the Association, at least annually, an amount which shall be levied pro rata on the basis of the valuation for assessment by the County Assessor of Garfield County, Colorado, for the preceding year of each Lot, Multiple Unit Tract if no improvements are constructed thereon, Dwelling Unit on a Multiple Unit Tract if improvements are constructed thereon, and each parcel of property under any other land classification designation established by a Supplemental Declaration, owned by such Member. The total amount required to be raised by assessment shall be determined as provided inthe section of this Declaration entitled Determination of Total Amount of Assessments:. 9.24 Determination of Total Amount of Assessments: The total amount required to be raised by assessments for the Associa- tion shall be determined at least annually in accordance with the following procedure. The Board of Directors of the Association shall prepare a budget, covering at least a one-year period, showing, in reasonable detail, the various functions and matters proposed to be covered by the budget, showing the estimated costs and expenses of such functions or matters, showing the estimated income and other funds which may be received by the Association, and showing the estimated total amount of assessments required to cover costs and - 30- • • expenses and to provide a reasonable reserve; shall call a meeting of the Members and give thirty days' notice of the time and place thereof to all such Members; and shall furnish a copy of the bud- get to all such Members at least thirty days prior to such meetings. The total amount to be raised by assessments shall be that amount necessary to cover the costs and expenses of functions required to be undertaken or performed by the Association under this Declara- tion and to fulfill any and all long-term or continuing commitments of the Association made in connection with or contemplated under any previously approved budget plus such additional amount, if any, determined or approved by the majority of the Members either at or after such meeting. The Association shall, except as emergencies may require, make no commitment or expenditures in excess of the funds reasonably expected to be available to the Association. 9.25 Approval of New Functions or Facilities: Prior to acquisition of a new facility, except from Los Amigos, or under- taking a new function (a new facility or new function being hereby defined as a facility or function not incidental to or reasonably required in connection with an existing facility, or the performance of an existing function, and not a replacement of an existing facility); and prior to acquisition of any facility costing in excess of $5,000 not included in an approved budget; and prior to making a commitment with respect to any of the foregoing, the Board of Directors of the Association shall estimate the initial cost and subsequent income, cost and expenses of the facility or function; shall furnish a copy of its estimate to all Members; shall call a meeting to discuss the same and give thirty days' notice thereof to all Members; and shall, at or after such meeting, obtain the approval of 60% of the Members. 9.26 Lien for Assessments and Other Amounts: The Associa- tion shall have a lien against each parcel of property which may be subject to this Declaration to secure payment of any assessment, charge, fine, penalty or other amount due to the Association from the owner of that property which is not paid, plus interest from the date of demand for payment at the rate of twelve per cent per annum, • plus all costs and expenses of collecting the unpaid amount, inclu- ding reasonable attorney's fees. The lien may be foreclosed in the manner for foreclosure of mortgages in the State of Colorado. 9.27 Personal Liability of Member: The amount of any assessment, charge, fine or penalty payable by a Member shall be a joint and several personal obligation to the Association of the persons or entities who constitute the Member at the time the amount was payable, their heirs, personal representatives, successors and assigns and may be recovered by a suit for a money judgment by the Association without foreclosing or waiving any lien securing the same. 9.28 Liability of Purchasers and Encumbrancers: A pur- chaser of any property subject to this Declaration shall be jointly and severally liable with the seller of the property for all unpaid assessments, charges, fines or penalties with respect to the owner of the property, or the Membership appurtenant thereto which had or were payable at the time of the grant or conveyance of the erty to such purchaser, without prejudice to such purchaser's to recover any No holder of a sonally liable of said lien or for any amounts paid by the purchaser from the accrued prop - right seller. encumbrance on any property shall be per - such assessment, charge, fine or penalty and the lien for such assessments, charges, fines or penalties shall be junior to any lien or encumbrance on any property taken or acquired in good faith and for value without notice and perfected by record- ing prior to the time a notice of failure to pay any such amount is recorded in the office of the County Clerk and Recorder of Gar- field County, Colorado, against the property. 9.29 Estoppel Certificate: Upon payment of a reasonable fee not to exceed $15 and upon written request of any person with an interest in any property subject to this Declaration or intending to acquire an interest in such property, the Association shall furnish a written statement setting forth the amount of any unpaid assess- ments, charges, fines or penalties, if any, with respect to the owner • of the property or the Membership appurtenant thereto and the amount of the current yearly assessments with respect to the prop- erty, which statement shall be conclusive upon the Association.