Park Forest Homeowners Association

COVENANTS, CONDITIONS AND RESTRICTIONS

CONSOLIDATED, AMENDED AND RESTATED DECLARATION

PARK FOREST HOMEOWNERS ASSOCIATION, INC.
THIS AMENDED AND RESTATED DECLARATION is made on the date hereinafter set forth by the Park Forest Homeowners Association, Inc., a Colorado nonprofit corporation.

RECITALS:

A. Brownbriar Enterprises, Inc. ("Declarant") submitted the real property described on Exhibit A-1 to those certain Protective Covenants for Park Forest Filing 1 as recorded in the real property records of the City and County of Denver, Colorado at Reception No.02688, Book 9563, Page 514, as amended;

B. Declarant submitted the real property described on Exhibit A-2 to those certain Protective Covenants for Park Forest Filing 2 as recorded in the real property records of the City and County of Denver, Colorado on May 2, 1968, at Reception No.0087541, Book 9574, Page 80, as amended;

C. Declarant submitted the real property described on Exhibit A-3 to those certain Protective Covenants for Park Forest Filing 3 as recorded in the real property records of the City and County of Denver, Colorado at Reception No. , Book , Page , as amended;

D. Declarant submitted the real property described on Exhibit A-4 to those certain Protective Covenants for Park Forest Filing 4 as recorded in the real property records of the City and County of Denver, Colorado on April 27, 1973 at Reception No.046790, Book 684, Page 492, as amended; (collectively the "Original Declaration");

E. The owners of at the addresses set forth on Exhibit A-5 known as "New York Place" by virtue of their execution of an agreement to be annexed, recorded in the real property records of the City and County of Denver, have agreed to become subject to this Consolidated, Amended and Restated Declaration of Covenants, Conditions and Restrictions for Park Forest;


F. The Owners within the Park Forest Community desire to consolidate each Filing's Protective Covenants and amend and restate the Original Declaration into this Consolidated, Amended and Restated Declaration of Covenants, Conditions and Restrictions; and

G. Pursuant to the requirements set forth in Article XI, Section 2 of the Original Declaration, at least a majority of the Owners of Lots Subject to the Original Declaration and unanimous consent from the owners of property known as "New York Place" desire to amend and restate the Original Declaration.

NOW THEREFORE, the Original Declaration is replaced and superceded by the covenants, servitudes, easements and restrictions set forth below:

ARTICLE 1
DEFINED TERMS

Section 1.1 Defined Terms. Each capitalized term in this Declaration shall have the meaning specified or used in the Act, unless otherwise defined in this Declaration or as set forth below:

"Act" shall mean the Colorado Common Interest Ownership Act, C.R.S. §38-33.3-101 et. seq., as it may be amended, to the extent it applies to common interest communities established prior to July 1, 1992.

"Architectural Review Committee" or "Committee" means the committee appointed by the Board of Directors for the purpose of implementing the design review provisions of this Declaration and architectural guidelines for the Community to insure proper use, appropriate improvement, and harmonious additions, alterations and improvements within the Community.

"Assessment" or "Common Expense Assessment" shall include all common expense assessments, insurance assessments and any other expense levied against a Lot pursuant to this Declaration.

"Association" shall mean and refer to the Park Forest Homeowners Association, Inc., its successors and assigns.

"Board" or "Board of Directors" means the body, regardless of name, designated in this Declaration to act on behalf of the Association.

"Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the Owners, if any.

"Common Expense" shall mean any expenditure made a liability of or on behalf of the Association, together with any allocations to reserves.

"Community" or "Park Forest Community" shall mean the planned community known as "Park Forest", the Park Forest Homeowners Association, Inc., and the real property subject to this Declaration and as further defined by the recorded plats and the legal descriptions contained therein, and the Members of the Association.

"Declaration" shall mean and refer to this Consolidated, Amended and Restated Declaration of Covenants, Conditions and Restrictions for Park Forest, as amended, recorded in the office of the Clerk and Recorder of the City and County of Denver, Colorado.

"Governing Documents" shall mean the Articles of Incorporation, the Bylaws, the Declaration, and rules and regulations of the Park Forest Homeowners Association, Inc., as they may be amended.

"Lot" shall mean and refer to any plot of land shown upon any recorded Subdivision Map of the Properties with the exception of any Common Areas, if any, and the additional addresses set forth on Exhibit A-5 of this Declaration.

"Member" shall mean and refer to those persons entitled to membership as provided in the Declaration and as set forth herein.

"Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

"Properties" shall mean and refer to all of the real property described in or which is subject to the Governing Documents of the Park Forest Homeowners Association, Inc.

ARTICLE 2
NAMES/DESCRIPTION OF REAL ESTATE

Section 2.1 Principal Office of the Association. The principal office of the Park Forest Homeowners Association shall be (1) the home of the current, properly elected President of the Association and (2) the principal office as set forth in the records of the Colorado Secretary of State.

Section 2.2 Additional Offices of the Association. The Board of Directors may establish additional offices, change the location of the principal office, and change, add or eliminate additional office locations, by a majority vote of the Directors.

Section 2.3 Name and Type. The type of Common Interest Community is a Planned Community. The name of the Planned Community is "Park Forest." The name of the Association is the "The Park Forest Homeowners Association, Inc."
Section 2.2 Properties. The Planned Community is located in the City and County of
Denver, State of Colorado. The Properties of the Planned Community are described in Exhibit A. Easements for utilities and other purposes over and across the Lots and Common Area may be as shown upon a recorded plat and on any recorded map of the Planned Community, and as may be established pursuant to the provisions of this Declaration, or granted by authority reserved in any recorded document.

Section 2.3 Number of Lots. The number of Lots initially included in the Park Forest Community is .

Section 2.4 Identification of Lots/Lot Descriptions. The identification of each Lot is shown on the plat. Every contract for sale, deed, lease, Security Interest, will or other legal instrument shall legally describe a Lot by its identifying lot number, followed by the name of the Community, with reference to the plat, any map and the Declaration. An illustrative description is as follows:

Lot ____, Park Forest Filing No. _______ ( ), according to the Consolidated, Amended and Restated Declaration recorded , 2000, at Reception No. and the recorded plat, in the records of the Clerk and Recorder, City and County of Denver, State of Colorado.

Reference to the Declaration, plat and map in any instrument shall be deemed to include any supplement(s) or amendment(s) to the Declaration, plat or map, without specific references thereto.

ARTICLE 3
THE ASSOCIATION

Section 3.1 Membership. Every person who is a record Owner of a fee interest in any Lot which is Subject to this Declaration shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot. Ownership of such Lot shall be the sole qualification for such membership. Where more than one person holds an interest in any Lot, all such persons shall be members. Each Lot shall be allocated one (1) vote which shall be cast as a single vote and shall not be Subject to fractional voting.

Section 3.2 General Purposes and Powers of the Association. The Association, through its Board of Directors, shall perform functions and manage the Park Forest Community as provided in this Declaration so as to protect the value and desirability of the Park Forest Community and the Lots and to further the interests of the residents, occupants, tenants and guests of the Park Forest Community and Members of the Association. Any purchaser of a Lot shall be deemed to have assented to, ratified and approved such designation and management. The Association shall have all power necessary or desirable to effectuate such purposes.

Section 3.3 Authority of the Association. The business affairs of the Park Forest Community shall be managed by the Association. The Association shall be governed by the Act, this Declaration, the plat, any map, its Articles of Incorporation and Bylaws, and any rules and regulations adopted by the Board of Directors. The Board of Directors may, by written resolution, delegate authority to a manager or managing agent for the Association, provided no such delegation shall relieve the Board of final responsibility.

Section 3.4 Specific Powers. The Association shall have the powers, authority and duties as necessary and proper to manage the business and affairs of the Park Forest Community. The Association shall have all of the powers, authority and duties permitted or set forth in the Act. The Association shall have the power to assign its right to future income, including the right to assign its right to receive Common Expense Assessments, but only upon the affirmative vote of two-thirds of the Owners. The Association shall be responsible for the maintenance, repair, replacement and improvement of the Common Area.

Section 3.5 Allocated Interests. The ownership interest, Common Expense liability and votes in the Association allocated to each Lot are set as follows:

(a) the percentage of liability for Common Expenses, equally;

(b) the number of votes in the Association, equally.

Section 3.6 Indemnification. To the full extent permitted by law, each officer, director, committee member and volunteer of the Association shall be and are hereby indemnified by the Owners and the Association against all expenses and liabilities including attorneys' fees, reasonably incurred by or imposed upon them in any proceeding to which they may be a party, or in which they may become involved, by reason of being or having been an officer, director, committee member, or volunteer of the Association, or any settlements thereof, whether or not they are an officer, director, committee member, or volunteer of the Association at the time such expenses are incurred; except in such cases wherein such officer, director, committee member, or volunteer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement the indemnification shall apply only when the Board of Directors approves such settlement and reimbursement as being in the best interests of the Association or as otherwise provided in the Bylaws of the Association.

Section 3.7 Owners' Easements of Enjoyment. Every Owner shall have a right and easement of enjoyment in and to any Common Area and such easement shall be appurtenant to and shall pass with the title to every Lot, Subject to the following provisions: (a) The right of the Association to promulgate and publish rules and regulations with which each Owner and their tenants, invitees, licensees and guests shall strictly comply; (b) the right of the Association, as provided in the Articles of Incorporation and Bylaws, to suspend the voting rights during any period in which Assessments remain unpaid or, after notice and the opportunity for a hearing, for any violation of the Governing Documents; (c) The right, power and authority of the Association to grant any easement, right-of-way, license, lease, dedication, transfer or conveyance or grant of any similar interest affecting the
Common Area; and (d) the right of the Association to close or limit the use of the Common Area while maintaining, repairing and making replacements in the Common Area.
ARTICLE 4
COVENANT FOR COMMON EXPENSE ASSESSMENTS

Section 4.1 Creation of Association Lien and Personal Obligation to Pay Common Expense Assessments. Each Lot, and each Owner, by acceptance of a deed for a Lot, whether or not it shall be so expressed in any such deed or other conveyance, shall be deemed to covenant and agree to pay to the Association annual Common Expense Assessments and such other assessments as imposed by the Association. Such assessments, including fees, charges, late charges, attorney fees, fines and interest charged by the Association shall be the personal obligation of the Owner of such Lot at the time when the assessment or other charges became or fell due. The Association annual Common Expense Assessments and such other assessments as imposed by the Association, including fees, charges, late charges, attorney fees, fines and interest charged by the Association, shall be a charge on each Lot and shall be a continuing lien upon the Lot against which each such assessment or charge is made. If any assessment is payable in installments, the full amount of the assessment is a lien from the time the first installment becomes due. The personal obligation to pay any past due sums due the Association shall not pass to a successor in title unless expressly assumed by them. No Owner may become exempt from liability for payment of the Common Expense Assessments by waiver of the use or enjoyment of the Common Area or by abandonment of the Lot against which the Common Expense Assessments are made. All assessments shall be payable in the
amounts specified in the levy thereof, and no offsets or reduction thereof shall be permitted by any reason including, without limitation, any claim that the Association or the Board of Directors is not properly exercising its duties and powers under this Declaration.

Section 4.2 Apportionment of Common Expenses. Except as provided in this Declaration, all Common Expense Assessments shall be assessed against all Lots equally.

Section 4.3 Annual Assessment. The Common Expense Assessment may be made on an annual basis against all Lots and shall be based upon the Association's advance budget of the cash requirements needed by it to provide for the administration and performance of its duties during such assessment year. The budget shall be submitted to the Owners for ratification as set forth in the Bylaws, as the Bylaws may be amended from time to time. Common Expense Assessments shall be due and payable in monthly, quarterly, or annual installments, or in any other manner, as determined by the Board of Directors. The omission or failure of the Board of Directors to levy the assessment for any period shall not be deemed a waiver, modification or a release of the Owners from their obligation to pay.

Section 4.4 Effect of Non-Payment of Assessments. Any assessment, charge or fee provided for in this Declaration, or any monthly or other installment thereof, which is not fully paid within ten (10) days after the due date thereof, as established by the Board of Directors, shall bear interest at the rate established by the Board of Directors, which interest rate shall not exceed more than three (3) percentage points over the U.S. long-term treasury bill rates as stated in the Wall Street Journal or another comparable newspaper, on a per annum basis from the due date, and the Association may assess a reasonable late charge on any outstanding balance as determined by the Board of Directors. Failure to make payment within sixty (60) days of the due date thereof shall cause the total amount of such Owner's Common Expense Assessment for the remainder of that fiscal year to become immediately due and payable at the option of the Board. Further, the Association may bring an action at law or in equity, or both, against any Owner personally obligated to pay such overdue assessments, charges or fees, or monthly or other installments thereof, and may also proceed to foreclose its lien against such Owner's Lot. An action at law or in equity by the Association against a Owner to recover a money judgment for unpaid assessments, charges or fees, or monthly or other installments thereof, may be commenced and pursued by the Association without foreclosing, or in any way waiving, the Association's lien therefor. Foreclosure or attempted foreclosure by the Association of its lien shall not be deemed to estop or otherwise preclude the Association from thereafter again foreclosing or attempting to foreclose its lien for any subsequent assessment, charges or fees, or monthly or other installments thereof, which are not fully paid when due. The Association shall have the power and right to bid on or purchase any Lot at foreclosure or other legal sale, and to acquire and hold, lease, mortgage, vote the Association votes appurtenant to ownership thereof, convey or otherwise deal with the same. If a foreclosure action is filed to foreclose any assessment lien, and a Owner abandons or leaves vacant his or her Lot, the Board may take possession and rent said Lot or apply for the appointment of a receiver for the Lot without prior notice to the Owner. The rights of the Association shall be expressly subordinate to the rights of any holder of a first lien Security Interest as set forth in its deed of trust or mortgage (including any assignment of rents), to the extent permitted under the Act.

Section 4.5 Lien Priority. The lien of the Association under this Section is prior to all other liens and encumbrances on a Lot except: (1) liens and encumbrances recorded before the recordation of the Declaration; (2) a first lien Security Interest on the Lot (except as allowed by the Act with regard to the limited lien priority allowed to the Association); and (3) liens for real estate taxes and other governmental assessments or charges against the Lot. This Section does not affect the priority of mechanics' or materialmen's liens. The lien of the Association under this Article is not Subject to the provision of any homestead exemption as allowed under state or federal law. Sale or transfer of any Lot shall not affect the lien for said assessments or charges except that sale or transfer of any Lot pursuant to foreclosure of any first lien Security Interest, or any proceeding in lieu thereof, including deed in lieu of foreclosure, or cancellation or forfeiture shall only extinguish the lien of assessment charges as provided by applicable state law. No such sale, transfer, foreclosure, or any proceeding in lieu thereof, including deed in lieu of foreclosure, nor cancellation or forfeiture shall relieve any Lot from continuing liability for any assessment charges thereafter becoming due, nor from the lien thereof.

Section 4.6 Owner's Negligence or Misconduct. In the event that the need for maintenance, repair, or replacement of the Common Area, or any portion thereof, is caused through or by the negligent or willful act or omission or misconduct of an Owner, or the Owner's agents, employees, guests, customers, or invitees, then the expenses, costs, and fees incurred by the Association for such maintenance, repair, or replacement shall be a personal obligation of such Owner, and if not repaid to the Association within seven (7) days after the Association shall have given notice to the Owner of such expenses, costs, and fees, then the failure to so repay shall be a default by the Owner under the provisions of this Article, such expenses, costs, and fees shall automatically become a default assessment determined and levied against such Lot, and the Association may proceed in accordance with the applicable provisions of this Article.

ARTICLE 5
COVENANTS AND RESTRICTIONS ON USE,
ALIENATION AND OCCUPANCY

Section 5.1 Flexible Application of the Subsequent Covenants and Restrictions. All Properties within the Park Forest Community shall be held, used and enjoyed subject to the following limitations and restrictions. The strict application of the following limitations and restrictions in any specific case may be modified or waived, in whole or in part, by the Board of Directors or by an appropriate committee (subject to review by the Board of Directors) if such strict application would be unreasonable or unduly harsh under the circumstances. Any such modification or waiver must be in writing or must be contained in written guidelines or rules.

Section 5.2 Authority. All provisions of the Governing Documents shall apply to Owners and their guests, tenants, invitees and licensees. Existing Owners and their successors and assigns, by acceptance of a deed to their Lot, acknowledge that they have been given notice, and that:

(a) The ability of Owners to use their Lots may be limited by the provisions in the Governing Documents.

(b) The Board may add, delete, modify, create exceptions to, or amend use guidelines and restrictions, or Rules and Regulations, in accordance with this Declaration and established legal principles.

(c) The Board may, from time to time, adopt and amend definitions of words, phrases and terms used in this Declaration and other Governing Documents.

(d) The Board may establish penalties for the infraction of all regulations and Owners will be responsible for fines assessed against their tenants, guests and invitees for violations of the restrictions.

(e) All penalties imposed are collectible as Assessments.

Section 5.3 Equal Housing Opportunity. The Association shall be operated in accordance with Title VIII of the Federal Civil Rights Act of 1968, as amended by the Fair Housing Act Amendments of 1988, the Fair Housing Act, and any other applicable corresponding local, state and/or federal law, whether currently in place, as amended, or as adopted in the future. Nothing in the Association's governing documents, the conduct of its meetings, or its actions shall be in contravention of Title

VIII of the Federal Civil Rights Act of 1968, as amended by the Fair Housing Act Amendments of 1988 or other similar federal, state, and local laws, statutes, ordinances, rules and regulations. Federal, State, County or City laws, statutes, ordinances, acts, rulings, rules and regulations shall always take precedence.

Section 5.4 Right of Owners Regarding Rules and Regulations. Except as otherwise provided in this Article, the Board may not adopt any Rule in violation of the following provisions:

(a) Equal Treatment. Rules and Regulations shall be reasonably and uniformly applied. No Rules and Regulations shall be adopted which discriminate against or apply only to certain Owners on the basis of race, religion, national origin, familial status or gender. Rules and Regulations shall be effective fifteen (15) days after delivery of written notice of adoption, amendment or repeal, together with a copy of the currently effective Rules and Regulations.

(b) Speech. The rights of Owners to display political signs and symbols in or on their Lots of the kinds normally displayed in or outside of residences located in single-family residential neighborhoods shall not be abridged, except that the Association may adopt reasonable time, place, and manner restrictions for the purpose of minimizing damage and disturbance to other Owners.

(c) Religious and Holiday Displays. The rights of Owners to display religious and holiday signs, symbols, and decorations in their Lots of the kinds normally displayed in or outside of residences located in single-family residential neighborhoods shall not be abridged, except that the Association may adopt reasonable time, place, and manner restrictions for the purpose of minimizing damage and disturbance to other Owners.

(d) Household Composition. No Rule shall interfere with the freedom of Owners to determine the composition of their households, except that the Association shall have the power to require that all occupants be members of a single housekeeping unit, which shall include traditional and non-traditional family groups, unmarried couples, and unrelated persons holding title as tenants in common and to limit the total number of occupants permitted in each Lot on the basis of the size and facilities of the Lot and its fair share use of the Common Area.

(e) Activities within Lots. No Rule shall interfere with the activities carried on within the confines of Lots, except that the Association may prohibit activities not normally associated with property restricted to residential use, and it may restrict or prohibit any activities that create monetary costs for the Association or other Owners, that create a danger to the health or safety of occupants of other Lots, that generate excessive noise or traffic, that create unsightly conditions visible outside the Lot, that block the views from other Lots, or that create an unreasonable source of annoyance.

(f) Alienation. No rule shall prohibit transfer of any Lot, or require consent of the Association or Board of Directors for transfer of any Lot.

Section 5.5 Use/Occupancy. No Lot within the Park Forest Community shall be used for any purpose other than as allowed by the local zoning codes. Lots shall not be used for any purpose other than a residential dwelling and commercial and business uses with any adverse external effect on the nature, perception, operation or ambiance of the as a first class residential Community, as reasonably determined by the Board of Directors of the Association, are prohibited, unless approved the Association, and allowed pursuant to restrictions of record and by local zoning ordinances and regulations.

Section 5.6 Leasing and Occupancy. Any Lot Owner shall have the right to lease or allow occupancy of a Lot upon such terms and conditions as the Lot Owner may deem advisable, Subject to restrictions of this Declaration, Subject to restrictions of record and Subject to the following:

(a) Short term occupancies and rentals (of less than six (6) months) of Lots shall be prohibited, without prior written permission from the Board of Directors.

(b) Any lease or rental agreement shall be in writing and shall provide that the lease or rental agreement is Subject to the terms of this Declaration, the Bylaws of the Association, the Articles of Incorporation and the rules and regulations of the Association. Owners are required to provide tenants with copies of all current Governing Documents. A copy of the lease or rental agreement shall be provided to the Board of Directors upon its request.

(c) All occupancies, leases and rental agreements of Lots shall state that the failure of the tenant, renter or guest to comply with the terms of the Declaration or Bylaws of the Association, Articles of Incorporation or the rules and regulations of the Association shall constitute a default of the occupancy, lease or rental agreement and of this Declaration and such default shall be enforceable by either the Association or the landlord, or by both of them.

(d) All occupancies of Lots shall be Subject to the right of the Association to remove and/or evict the occupant for failure to comply with the terms of the Declaration, the Bylaws of the Association, the Articles of Incorporation or the rules and regulations of the Association.

(e) Leases shall be for the entire Lot. Rental or leasing of the Lot for hotel or transient purposes is prohibited.

(f) Except as restricted in this Declaration, and such Rules and Regulations as the Association may promulgate, the right to lease or allow occupancy of a Lot shall not be further restricted.

Section 5.7 Lots to be Maintained. Owners are responsible for the maintenance, repair and replacement of the property and improvements located within their Lot boundaries, including landscaping, exterior lighting, decks, patios, driveways, sidewalks, doors, garage doors, windows and the interior of the home and improvements located on the Lots. Each Lot at all times shall be kept in a clean, sightly, and wholesome condition. The Association, and its agents, shall have the authority to enter, replace, maintain, repair and clean up the exterior Lots which do not conform to the provisions of this Section, and to charge and collect from the Owners thereof all reasonable costs related thereto as an assessment hereunder.

Section 5.8 Residence Size. No structure shall be built upon any Lot that exceeds two storeys in height.

Section 5.9 Restrictions on Animals and Pets. Pets, including cats, dogs, birds, reptiles, or other animals, hereinafter for brevity termed "animal," may be kept, maintained or harbored in a Lot, if, the animal is not obnoxious to other Owners or occupants. If an animal is obnoxious to other Owners or occupants, the Owner or person having control of the animal shall be given a written notice to correct the problem or, if not corrected, that Owner, upon a second written notice, will be required to remove the animal from the Park Forest Community. Pets shall be on leashes as required by Denver City Ordinances. The written notices provided for

EXHIBIT A

Properties
Exhibit A-1

Lots 1 to 15, Block 1
Lots 1 to 5, Block 2
Lots 1 to 16, Block 3

All in Park Forest Filing No. 1, according to the recorded plat thereof,
City and County of Denver, Colorado.

Exhibit A-2

Lots 1 to 12, Block 1
Lots 1 to 3, Block 2
Lots 1 to 10, Block 3
Lots 1 to 6, Block 4
Lots 1 to 3, Block 5

All in Park Forest Filing No. 2, according to the recorded plat thereof,
City and County of Denver, Colorado.

Exhibit A-3

Lots 1 to 6, Block 1
Lots 1 to 19, Block 2
Lots 1 to 2, Block 3
Lots 1 to 5, Block 4

All in Park Forest Filing No. Three (3), according to the recorded plat thereof,
City and County of Denver, Colorado.

Exhibit A-4

Lots 1 to 16, Block 1
Lots 1 to 13, Block 2
Lots 1 to 8, Block 3
Lots 1 to 5, Block 4

All in Park Forest Filing No. Four (4), according to the recorded plat thereof,
City and County of Denver, Colorado.

Exhibit A-5

10100 New York Place

Denver, CO
10130 New York Place
Denver, CO

10230 New York Place
Denver, CO

10260 New York Place
Denver, CO

630 S. Galena St.
Denver, CO

631 S. Galena St.
Denver, CO