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SYCAMORE VISTA NO.5 HOMEOWNERS' ASSOCIATION, INC.

July 22, 2013

Dear Member:

The Board of Directors for Sycamore Vista No. 5 Homeowners' Association("Association") is proposing that the CC&R's be amended as set forth in the ThirdAmended and Restated Declaration of Covenants, Conditions and Restrictions forSycamore Vista No. 5 (enclosed). A brief list of the substantive changes from thecurrent CC&R's are noted below.

The purpose for proposing this Third Amended and Restated Declaration ofCovenants, Conditions and Restrictions for Sycamore Vista NO.5 is three-fold: (1) tocreate one document which combines the current CC&R's and the four recordedamendments; (2) to amend the assessment provisions of Article 5; and (3) to bring theCC&R's into compliance with current law.

The vote on this matter is being conducted by written ballot pursuant to AR.S.§10-3708. Lot owners are entitled to cast one (1) ballot (enclosed) for each lot owned.In order for the amended CC&R's to pass, members representing at least a majority ofthe lots must vote "For" approval. Ballots must be received by the Association no laterthan Monday, August 12, 2013 in order to be counted.

The Board encourages you to cast your ballot "For" approving the ThirdAmended and Restated Declaration of Covenants, Conditions and Restrictions forSycamore Vista NO.5.

SUBSTANTIVE CHANGES

ARTICLE 5: Provides for a two-tiered dues structure (for improved and unimprovedlots) and creates an Individual Special Assessment that may be levied against certainlots for infrastructure improvements.

ARTICLE 6: Sections 6.5 and 6.6 have been revised so that the provisions regardingsolar energy devices complies with AR.S. §33-1816 and the provisions regardingantennas and satellite dishes comply with Federal Communications Commissionregulations.

ARTICLE 8: Section 8.6 regarding signs has been revised to comply with AR.S. §33-1808.

This is only intended as a brief list of the substantive changes being proposed. The Board of Directorsrecommends that you read the enclosed document in its entirety.

SYCAMORE VISTA NO.5 HOMEOWNERS' ASSOCIATION, INC.

WRITTEN BALLOT

Each lot is entitled cast one (1) vote with respect to the following action:

To approve the Third Amended Declaration of Covenants, Conditions andRestrictions for Sycamore Vista No.5.

For D Against D

Lot #'s: 067 thru 068, 252,277,279 thru 280,300 thru 303

INSTRUCTIONS FOR WRITTEN BALLOT

$ A minimum of sixty-six (66) ballots must be cast in order to meet the quorumrequirement for a vote on this matter.

$ Owners representing at least a majority of the lots (132) must vote "For" theaction in order for it to be passed.

$ Please mail your ballot to:

Sycamore Vista No.5 Homeowner's Association, Inc.Chapman Management Group33 W. Congress Street, Ste. 205Tucson, AZ 85701

$ Ballots must be received by the Association no later than 5:00 pm on August 12.2013 in order to be counted.

TABLE OF CONTENTS

ARTICLE 1DEFINITIONS 1Section 1.1 "Association" 1Section 1.2 "Lot" or "Lots" 1Section 1.3 "Member" 1Section 1.4 "Mortgage" 1Section 1.5 "Owner" 1Section 1.6 "Common Areas" : 1Section 1.7 "Plat" 1Section 1.8 "Property" or "Properties" or "Real Property" 1Section 1.9 "Roadways" and "Streets" 1

ARTICLE 2MEMBERSHIP AND VOTING RIGHTS 2Section 2.1 Membership 2Section 2.2 Voting 2

ARTICLE 3DUTIES, RIGHTS AND POWERS OF ASSOCiATION 2Section 3.1 Association's Rights and Powers 2Section 3.2 Association's Right of Enforcement................................................ 2Section 3.3 Contracts With Others 3

ARTICLE 4PROPERTY RIGHTS 3Section 4.1 Owners' Easements of Enjoyment 3Section 4.2 Delegation of Use 3Section 4.3 Common Areas (and private easements) 4

ARTICLE 5COVENANT FOR REGULAR DUES AND SPECIALASSESSMENTS .4Section 5.1 Creation of the Lien and Personal Obligations .4Section 5.2 Purpose of Regular Dues and Special Assessments .4Section 5.3 Dues 4Section 5.4 Special Assessments .4

(a) General Special Assessments 4(b) Individual Special Assessments 5

Section 5.5 Uniform Rate of Special Assessments 5

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Section 5.6 Effect of Non-Payment of Assessments; Remedies of theAssociation 5Enforcement by Suit 5Enforcement by Lien 6

Section 5.7 Subordination of the Lien to Mortgagees 7Section 5.8 Suspension of voting rights for Delinquent Assessments 7

ARTICLE 6ARCHITECTURAL CONTROL 7Section 6.1 Composition of Committee 7Section 6.2 Review by Committee 7Section 6.3 Procedures 8Section 6.4 Liability : 8Section 6.5 Building Restrictions 8Section 6.6 Radio & TelevisionAntennas/Satellite Dishes/Solar Energy Devices 8

ARTICLE 7MAINTENANCE 9Section 7.1 Exterior Maintenance 9Section 7.2 Native Growth 9Section 7.3 Landscape Easements 9

- -S·e·cfion-7.4 Assessment of Certain Costs of Maintenance and Repair 10

ARTICLE 8USE RESTRICTIONS 10Section 8.1 Private Residential Purposes 10Section 8.2 Minimum Floor Area 10Section 8.3 Renting 11Section 8.4 Animals and Wildlife 11Section 8.5 Temporary Structures 11Section 8.6 Signs 11Section 8.7 Elevated Tanks 11Section 8.8 Unsightly Articles 11Section 8.9 Automobile Repair 11

ARTICLE 9EASEMENTS : 12Section 9.1 Blanket Easement 12Section 9.2 Landscape Easements 13

ARTICLE 10IMPROVEMENT OF LOTS 13Section 10.1 Purpose 13Section 10.2 Right of Entry & Right to Apply for Permits and Approvals 14Section 10.3 Easements Annexations & Governmental Agreements.. .. 14Section 10.4 Delegation to Master HomeownersAssociation 14

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ARTICLE 11GENERAL PROVISIONS 15Section 11.1 Enforcement 15Section 11.2 Existing Violations of this Declaration of Covenants, Conditions

and Restrictions................................................................................... 15Section 11.3 Severability : 15Section 11.4-Term...................................................................................... 16Section 11.5 Amendments 16Section 11.6 The Mortgaging of the Common Areas 16Section 11.7 Counterpart Signatures 16Section 11.8 Transfer Fee 16Section 11.9 Master Association Rights 16Section 11.10 Arbitration............................................................................ 17Section 11.11 Purchase of Unusable Lots by Master Association 17Section 11.12 De-annexation of Additional Real Property 17

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THIRD AMENDED DECLARATION OFCOVENANTS, CONDITIONS, AND RESTRICTIONS FOR

NEW TUCSON UNIT NO.5LOTS 1 - 191, BOTH INCLUSIVE, AND

LOTS 193 - 311, BOTH INCLUSIVE,BEING A SUBDIVISION

RECORDED AT BOOK 17 PAGE 51 OF MAPS AND PLATSIN THE OFFICE OF THE PIMA COUNTY RECORDER,

PIMA COUNTY, ARIZONA

ARTICLE 1.DEFINITIONS

Section 1.1 "Association" shall mean SYCAMORE VISTA NO.5 HOMEOWNER'SASSOCIATION, INC., an Arizona nonprofit corporation, its successors and assigns.

Section 1.2 "Lot" or "Lots" shall mean the Lots referred to in the previousdescription of the Real Property, and limited to single family residential use.

Section 1.3 "Member" shall mean every person or entity who holds- . ·--~~membersnipTn1neAssociation.

Section 1.4 "Mortgage" shall mean any mortgage, deed of trust or other securityinstrument by which a Lot or any part thereof is encumbered.

Section 1.5 "Owner" shall mean the record owner, whether one or more persons orentities, of a fee simple title to any Lot which is a part of the Real Property, includingcontract sellers, but excluding those having an interest merely as security for theperformance of an obligation.

Section 1.6 "Common Areas" shall mean all real property (including theimprovements thereto) owned by the Association for the common use andenjoyment of the owners. The Association accepts the responsibility for control,maintenance, ad valorem taxes and liability for the Common Areas, private streets,private alleys, private drainageways and equestrianways, private sewers and privateeasements within the Real Property.

Section 1.7 "Plat" shall mean the plat of New Tucson Unit No.5, recorded in theoffice of the County Recorder, Pima County, Arizona, in Book 17 of Maps and Plats at Page51.

Section 1.8 "Property" or "Properties" or "Real Property" shall mean the real propertypreviously described and such additions thereto as may hereafter be brought within thejurisdiction of the Association.

Section 1.9 "Roadways" and "Streets" shall mean those areas designated as

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roadways and streets in the plat recorded in the office of the County Recorder, PimaCounty, Arizona as set forth in 1.8, above, and any roadways or streets abandoned,modified, or created by any resubdivision or resubdivisions allowable hereunder.

ARTICLE 2.MEMBERSHIP AND VOTING RIGHTS

Section 2.1 Membership. Every Owner of a Lot subject to assessment shall be aMember of SYCAMORE VISTA NO.5 HOMEOWNER'S ASSOCIATION, INC., an Arizonacorporation. Membership shall be appurtenant to and may not be separated fromownership of any Lot which is subject to assessment.

Section 2.2 Voting. Notwithstanding anything in this Declaration to the contrary,each Owner of a Lot shall be entitled to three (3) votes for each Lot owned by suchOwner until such time as the construction of a residential dwelling unit shall have beencompleted on such Lot as determined by the date that the governmental authority whoshall have issued the building permit for such dwelling unit shall have issued a writtenfinal inspection approval notice or a certificate of occupancy, as applicable, whichevershall occur first, and thereafter, each Owner shall be entitled to cast one vote for eachLot owned. The vote for each Lot must be cast as a unit and fractional votes shall not be

___ allowed. In the event .that.a.Lot.is owned by more than one-person-and-sueh-owners-areunable to agree among themselves as to how their vote or votes shall be cast, they shalllose their right to vote on the matter in question. If any Member casts a vote representing acertain Lot, it will thereafter be conclusively presumed for all purposes that he/she wasacting with the authority and consent of all other owners of the same Lot unless objectionthereto is made at the time the vote is cast. In the event that more than allowable numberof votes cast for a particular Lot, none of the votes shall be counted and all of the votes forsuch Lot shall be deemed void.

ARTICLE 3.DUTIES, RIGHTS AND POWERS OF ASSOCIATION

Section 3.1 Association's Rights and Powers . In addition to the rights and powers ofthe Association set forth in this Declaration, the Association will have such rights and powersas are set forth in itsArticles .andBylaws. Such rights and powers, subject to the approval thereofby any agencies or institutions required by law, may encompass any and all things which anatural person could do or which now or hereafter may be authorized by law, provided suchArticles and Bylaws are not inconsistent with the provisions of this Declaration and arenecessary, desirable or convenient for effectuating the purposes set forth in this Declaration.After incorporation of the Association, a copy of the Articles and Bylaws of theAssociation will be available for inspection at the office of the Association during reasonablebusiness hours. <,

Section 3.2 Association's Right of Enforcement. The Association, as the agent andrepresentative of the Owners and Residents, and any Owner will have the right to enforce the

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Covenants and/or any and all covenants, restrictions, reservations, charges, servitudes,assessments, conditions, liens, or easements provided for in any contract, Deed, declarationor other instrument which (a) will have been executed pursuant to, or subject to, theprovisions of this Declaration, or (b) otherwise will indicate that the provisions of suchinstrument were intended to be enforced by the Association.

Section 3.3 Contracts With Others. Subject to the restrictions and limitations containedherein, the Association may enter into contracts and transactions with others, including entitiesowned or affiliated with any director, officer or committee member, and such contracts ortransactions will not be invalidated or in any way affected by the fact that one or more directors orofficers of the Association or members of any committee is employed by or otherwise connectedwith such entity or its affiliates, provided that the fact of such interest will be disclosed or known tothe other directors acting upon such contract or transaction and provided further that thetransaction or contract is fair and reasonable. Any such director, officer or committee membermay be counted in determining the existence of a quorum at any meeting of the Board orcommittee of which he or she is a member which will authorize any contract or transactiondescribed above or grant or deny any approval sought by any such entity or its affiliates, and mayvote thereafter to authorize any such contract, transaction or approval with like force and effect asif he or she were not so interested.

AR-T-IGb!;-4.- --- ---- - --- ---PROPERTY RIGHTS

Section 4.1 Owners' Easements of Eniovment. Every owner shall have a rightand easement of enjoyment in and to the Common Areas, which shall be appurtenant toand shall pass with the title to every Lot, subject to the following provisions:

(1) the right of the Association to charge reasonable admission and other feesfor the use of any recreational facility situated upon the Common Areas;

(2) the right of the Association to suspend the voting rights and right to use of therecreational facilities by an owner for any period during which any assessmentagainst his Lot remains unpaid; and for a period not to exceed sixty (60) days for anyinfraction of its published rules and regulations; as established by the Board of Directors;

(3) the right of the Association to dedicate or transfer all or any part of the CommonAreas to any public agency, authority, or utility for such purposes and subject to suchconditions as may be agreed to by the members. No such dedication or transfershall be effective unless an instrument agreeing to such dedication or transfer signedby owners of a majority of Lots has been recorded;

(4) if ingress or egress to any residence is through the Common Areas, anyconveyance or encumbrance of such area is subject to the Lot owner's easement.

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ARTICLES.

Section 4.2 Delegation of Use. Any owner may delegate, in accordance with the By-Laws, his right of enjoyment to the Common Area and facilities to the members of hisfamily, his tenants, or contract purchasers who reside on the property.

Section 4.3 Common Areas (and private easements), as shown hereon are reservedfor the private use and convenience of all owners of property within this Real Property andare granted as easements to Pima County, the City of Tucson, and all utility companies forthe installation and maintenance of aboveground and underground utilities and publicsewers.

Section 5.1 Creation of the Lien and Personal Obligations. Except as otherwiseprovided for herein, each Owner, by acceptance of a Deed to any Lot, whether or not it shallbe expressed in the deed to his/her Lot, is deemed to covenant and agree to pay to theAssociation: (a) regular dues; (b) special assessments; and (c) any unpaid arrears in regulardues or special assessment that may be due on the date of said owner's acceptance of aDeed to Lot or Lots; such regular dues and special assessments to be established andcollected as hereinafter provided. The regular dues and special assessments together withinterest, costs and reasonable attorneys' fees, shall be a charge on each Lot and shall be acontinuirq lien upon the Lot against which such regular dues and special assessments arelevied. Such regular dues, special assessments and any unpaid arrears, together withinterest and costs, including reasonable attorneys' fees, shall also be the personal obligationof the person who was the Owner of such Lot at the time when the regular dues and specialassessments fell due.

Section 5.2 Purpose of Regular Dues and Special Assessments. The regular duesand special assessments levied by the Association shall be used exclusively for the purposeof enhancing and protecting the value, desirability and attractiveness of the Property,including, but not limited to, engineering, constructions, improvement and maintenance ofroadways, utilities, drainageways, equestrianways, easements and any necessary on or offsite improvements to the residential Lots and Common Areas.

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Section 5.3 Dues. Within ninety (90) days prior to the end of each calendar year, theamount of regular dues shall be set by the Board of Directors of the Association. Regulardues for Lots upon which construction of a residence has commenced may be set a higherrate than regular dues for Lots upon which construction of a residence has not yetcommenced. The Board of Directors of the Association shall determine the manner andterms of payment of regular dues but shall not impose regular dues that are more than twentypercent (20%) greater than the immediately preceding year's regular dues without theapproval of Owners representing a majority of the Lots.

Section 5.4 Special Assessments. In addition to the dues authorized above, theAssociation may levy the following special assessments:

(a) General Special Assessments. General Special Assessments may be leviedagainst all of the Lots for the purpose of establishing or reestablishing a reserve fund forpaying unusual costs including, but not limited to, engineering, construction, improvementand maintenance of roadways, utilities, drainageways, equestrian ways, easements and anynecessary on or off site improvements for the benefit of the Lots and/or Common Areas. Anysuch special assessment shall have the assent of Owners representing a majority of the Lotsentitled to vote and voting on the matter.

(b) Individual Special Assessments. Individual Special Assessments may belevied against one or more Lots ("Individual Lots"), but less than all of the Lots, for thepurpose of paying costs associated with, but not limited to, engineering, construction,improvement and maintenance of roadways, drainageways, and any necessary on siteimprovements which benefit only the Individual Lots. Any such special assessment shall havethe assent of Owners representing a majority of the Individual Lots entitled to vote and votingon the matter.

Special assessments shall be due within sixty (60) days of the date upon which notice ofsame is given to an Owner. Special assessments not paid timely-shall incur a five percent(5%) late payment penalty and shall bear interest from the date due at eight percent (8%)above the Prime Rate of interest of Bank One, Arizona or a comparable institution.

-~--~~---Secti0 n-5-:5-tJ niform-Rate-ot--Special···Assessments:--General Special-assessmentsshall be fixed at a uniform rate as to all Lots. Individual Special Assessments shall be fixed ata uniform rate as to all Individual Lots.

Section 5.6 Effect of Non-Payment of Dues and Assessments. Each Owner shall bedeemed to covenant and agree to pay to the Association the regular dues and specialassessments provided for herein, and agree to the enforcement of same in the mannerherein specified. All delinquent regular dues shall be subject to a late fee of $5.00 if not paidby the 25th day of the month when due. Special Assessments shall be due and bear interestas set forth in Section 5.4 above. In the event the Association employs an attorney forcollection of any regular dues or special assessments, whether by suit or otherwise, or toenforce compliance with or specific performance of the terms and condition of thisDeclaration, or for any other purpose in connection with the breach of this Declaration, eachOwner agrees to pay reasonable attorneys' fees and costs thereby incurred, in addition toany other amounts dues or any other relief or remedy obtained against said Owner. In theevent of a default of any such regular dues or special assessments when due, in which casethe regular dues or special assessments shall be deemed delinquent, and in addition to anyother remedies herein or by law provided, the Association may enforce each such obligationin the manner provided by law or in equity, or without any limitation to the foregoing, by eitheror both of the following procedures;

(1) Enforcement by Suit. The Board may cause a suit at law to be commenced andmaintained in the name of the Association against an Owner to enforce the regular dues orspecial assessment obligation. Any judgment rendered in any such action shall include theamount of the delinquency until paid, court costs, and reasonable attorneys' fees in such

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amount as the Court may adjudge against the delinquent Owner or Member.

(2) Enforcement by Lien. There is hereby created a right to record a claim of lien oneach and every Lot to secure payment to the Association of any and all assessments leviedagain any and all Owners together with interest thereon from the date of delinquency untilpaid, and all costs of collections which may be paid or incurred by the Association inconnection therewith, including reasonable attorney's fees and costs. At any time afteroccurrence of any default in the payment of any such regular dues or special assessments,the Association, or any authorized representative may, but shall not be required to, make awritten demand for payment to the defaulting Owner, on behalf of the Association, Saiddemand shall state the date and amount of delinquency. If such delinquency is not paid withinten (10) days after delivery of such demand, or, even without such a written demand beingmade, the Association may elect to record a claim of lien on behalf of the Association againstthe Lot of the defaulting Owner. Such a claim of lien shall be executed and acknowledged byany officer of the Association, shall be recorded in the office of the County Recorder for PimaCounty, Arizona, and shall contain substantially the following information:

(a) The name of the delinquent Owner;

(b) The legal description of the Lot against which claim of lien is made;

- ---(c) 'Thetotalamount claimed to be dueandowinqfor thearnount of delinquency,interest thereon, collection costs and reasonable attorneys' fees and costs (with any properoffset allowed);

(d) A statement that the claim of lien is made by the Association pursuant to thisDeclaration;

(e) A statement that a lien is claimed against said Lot in an amount equal to theamount stated; and

(f) A statement that the claim of lien will also extend to all regular dues or specialassessments which became due but are not paid from the date of the recording of the claimof lien to the date of payment of al! amounts set forth therein (including interest thereon,reasonable attorney' fees, costs and collection), and that the claim of lien will only be deemedsatisfied and release when the Owner is current in the payment of all such amounts.

Upon recordation of a duly executed original or copy of such a claim of lien, the lien claimedtherein shall immediately attach and become effective in favor of the Association as a lienupon the Lot. Such a lien shall have priority over all claims of lien created subsequent to therecordation of the claim of lien thereof, except only tax liens for real property taxes on anyLot, or assessments on any Lot in favor of any municipal or other governmental assessingunit.

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Any such lien may be foreclosed by appropriate action in court or in the manner provided bylaw for the foreclosure of a realty mortgage or trust deed as set forth by the laws of the State

of Arizona, as the same may be changed or amended. The Association shall have the powerto bid in at any foreclosure sale and to purchase, acquire, hold, lease, mortgage and conveyany Lot. In the event such a foreclosure is by action in court, reasonable attorneys' fees, courtcosts, title search fees, interest and all other costs and expenses shall be allowed to theextent permitted by law. Each Owner hereby expressly waives any objection to theenforcement and foreclosure of such lien in this manner. The failure to pay assessments shallnot constitute a default under an insured mortgage.

In the event that the Association purchases or holds a Lot which it has acquired in order toprotect its lien, the Association shall list such Lot for sale with an independent, third party(licensed) real estate broker.

Section 5.7 Subordination of the Lien to Mortgages. The Association's lien forAssessments shall be subordinate to the lien of any first mortgage. The sale or transfer ofany Lot pursuant to a foreclosure of a first Mortgage or any proceeding in lieu thereof (suchas a sale under a power of sale or a deed in lieu of foreclosure) shall extinguish theAssociation's lien as to payments which became due prior to such sale or transfer. No sale ortransfer shall relieve any Lot from liability for any assessments thereafter becoming due orfrom the Association's lien therefor. In the event of foreclosure of a first mortgage or the takingof a deed in lieu thereof, such first mortgagee shall be fully liable for all unpaid assessmentsor other charges which accrued prior to the acquisition of title to the Lot in question by suchfirst mortgagee as well as all accruing charges.

Section 5.8 Suspension of Voting Rights for Delinguent Assessments. No Owner of aLot for which annual dues or special assessments are delinquent shall be qualified or eligibleto vote on any matter presented to the Members.

ARTICLE 6.ARCHITECTURAL CONTROL

Section 6.1 Composition of Committee. All building plans for any residence, building,swimming pool, wall, fence, coping, or other structure whatsoever to be erected on or movedupon any Lot or any part of any Lot, and the proposed location thereof on any Lot, and the exteriorcolor scheme thereof, and any changes after approval thereof, and any remodeling,reconstruction, alteration, or additions to any building or other structure on any Lot shall besubject to approval in writing of an architectural committee appointed by the Directors ofthe Association. The architectural committee may establish a reasonable fee to coverservices in studying the plans and specifications submitted and for inspecting the Lot andsuch fee shall be paid by the Owner at the time such plans are submitted for approval.

Section 6.2 Review by Committee. Before the Owner of any Lot shallcommence the construction, installation, or alteration of any residence, building, swimmingpool, patio wall, fence, coping, or other structure whatsoever on any Lot, such Owner shallsubmit to the architectural committee two complete sets of plans, specifications andconstruction details for said structure showing the nature, kind, shape, height, materials,exterior color scheme, location, and approximate cost of such structure and the grading of

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the Lot to be built upon. No structure of any kind shall be erected, altered, placed, ormaintained upon any Lot unless and until the plans, specifications, and constructiondetails therefor shall have received the written approval of said architectural committee.

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Section 6.3 Procedures. The architectural committee shall either approve ordisapprove said plans, specifications, and construction details within thirty (30) days fromthe receipt thereof. One set of said plans, specifications, and construction detailswith the architectural committee's approval or disapproval endorsed thereon shall bedelivered to the person submitting said plans, specifications, and construction detailsto the architectural committee and the other copy thereof shall be retained by theAssociation. If said architectural committee shall fail, in writing, to approve or disapproveof such plans, specifications, and construction details within thirty (30) days after thedelivery thereof and no action has been instituted to enjoin the doing of the proposed work,the provisions of this Section shall be deemed waived. The architectural committee shallhave the right to disapprove any plans, specifications, and construction details submittedas aforesaid if such plans, specifications, and construction details are not inaccordance with all of the provisions of this Amended Declaration or if, in the opinion ofthe architectural committee, the site, design, or color scheme of the proposed building orother structure is not in harmony with the general surroundings of such Lot or with theadjacent buildings or structures, or if the plans, specifications, and constructiondetails submitted are incomplete. The decision of such architectural committee shall befinal. - - - -- -- ------ -- ---------- -

Section 6.4 Liability. Neither the Association nor any architectural committee of theAssociation shall be responsible in any way for any defects in any plans, specifications, orconstruction details submitted in accordance with the foregoing, nor for any structuraldefects in any building or structure erected according to such plans, specifications, and/orconstruction details.

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Section 6.5 Building Restrictions. The Board of Directors of the Association mayestablish Design Guidelines for the Property which once adopted, shall have the same forceand effect as this Declaration.

Section 6.6 Radio & Television Antennas/Satellite Dishes/Solar Energy Devices. Noexterior antenna or other device for the transmission or reception of television, radio or othersignals (except television antennae and fixed wireless devices that are one (1) meter or lessin diameter) shall be erected or maintained on any lot without the Association's prior writtenapproval. Television antennae and fixed wireless devices that are one (1) meter or less indiameter should not be installed so as to be visible from neighboring property and should bepainted to match the improvements on the lot (if such painting does not void the device'swarranty) so long as an acceptable signal can be obtained. No solar devices of any type shallbe erected or installed on any Lot without the prior written approval of architectural committee.

ARTICLE 7.MAINTENANCE

Section 7.1 Exterior Maintenance. All rubbish, tree and bush trimmings, trash, orgarbage shall be removed from the Lots and shall not be allowed to accumulate thereon.All Lots shall be maintained free of weeds, and the exterior of all residences and otherimprovements on Lots shall be kept in an attractive,well- maintained condition in conformity withall other Lots and residences in the Real Property. The Association will have the right torequire any Owner to landscape and/or maintain landscaped areas, or to maintain naturalareas in their natural state on any lot or on any right-of-way between a Lot and a sidewalk,street, path or natural area which is part of or immediately adjacent to such Lot. In the event theBoard of Directors of the Association determines that such maintenance does not conform to thestandard of the neighborhood, the Association shall notify the Lot Owner in writing and requestthe necessary maintenance be completed within thirty (30) days, and the Board shall use areasonably high standard to determine whether such maintenance is required so that the Lotsand residences, as a whole, will reflect a high pride in ownership. In the event any Ownerfails to fulfill its obligations under this Section within the stated time period, the Association orits agent may enter upon the subject Lot to perform the maintenance and the cost thereofshall become part of the assessment to which such Lot is subject.

The Association also has the right, by agreement with Owners, to maintain parts of Lots__direct/y_adjacent to public or private rights:of-W9Yat th~_expense otjhe A??9cj~tton_yvhe_rLth~ __

Board determines that it is to the benefit of all Members that the Association accept suchresponsibility. Each Owner hereby grants to the Association an easement over, across, andupon each Lot for the purpose of performing the maintenance described in this Section.

Section 7.2 Native Growth. The native growth on the Property, including cacti,mesquite and palo verde trees, shall not be destroyed or removed from any of the Lots insaid Real Property by any of the Lot Owners, except such native growth as may benecessary for the construction and maintenance of roads, driveways, residences,garages, and other outbuildings, and/or walled in service yards and patios, which nativegrowth shall not be removed prior to commencement of construction, and unless writtenpermission be first had and obtained from the Association.

Section 7.3 Landscape Easements. The Association will be responsible for providingand maintaining the landscaping on any Landscape Easements.

The Board will use a high standard in providing for the repair, management andmaintenance of said property so the Real Property development will reflect a high pride ofOwnership. In this connection the Association may, subject to any applicable provisionson special assessments for capital improvements, in the discretion of the Board:

(a) Replace injured and diseased trees and other vegetation in any LandscapeEasement, and plant trees, shrubs and ground cover to the extent that the Board deemsnecessary for the conservation of water and soil and for aesthetic purposes;

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(b) Place and maintain upon any Landscape Easement such signs as the Board maydeem appropriate for the proper identification, use and regulation thereof;

(c) Do all such other further acts which the Board deems necessary to preserve andprotect the Landscape Easement and the beauty thereof, in accordance with thegeneral purposes specified in this Declaration.

The Board will be the sole judge as to the appropriate maintenance of all CommonAreas, Landscape Easements and other properties maintained by the Association. Anycooperative action necessary or appropriate to the proper maintenance and upkeep ofsaid properties will be taken by Owners, Residents and their families, the Board, or theirduly delegated representative.

The Board may cause the Association to contract with others for the performanceof the maintenance and other obligations of the Association under this Section and, in order topromote uniformity and harmony of appearance, the Board may also cause the Association tocontract to provide maintenance services to Owners of Lots having such responsibilities inexchange for the payment of such fees as the Association and Owner may agree upon.

Section 7.4 Assessment of Certain Costs of Maintenance and Repair. In the event thatthe need for maintenance or repair of Landscap~J;~§~m~m;;_9Dd QtbeLareas_maintained_bythe Association is caused through the wilful or negligent act of any Owner, his family,guests, invitees or designees, the cost of such maintenance or repairs the cost thereofshall become part of the assessment to which such Lot is subject; provided that, to the extentpermitted by applicable law, absolute liability (that is, without fault or negligence) is not imposedon Owners for damage to the Common Areas, Landscape Easements or Lots. Any chargesor fees to be paid by the Owner of a Lot pursuant to this Section in connection with a contractentered into by the Association with the Owner for the performance of an Owner's maintenanceresponsibilities shall become part of the assessment to which such Lot is subject.

ARTICLE 8.USE RESTRICTIONS

Section 8.1 Private Residential Purposes. Each and every Lot shall be used for private residencepurposes only, and no structure whatsoever other than the one private, one-family residence,together with private garage, guest house, and the necessary outbuildings shall be erected,placed or maintained on any Lot. No store or other place of business of any kind, other than aprofessional office which does not create traffic; no hospital, sanatorium or other place for thecare or treatment of the sick or disabled, physically or mentally; nor any theater, bar, or otherplace of entertainment; nor any church, organization headquarters, meeting place, orassembly hall, shall ever be erected or permitted upon any of the Lots or any part thereof, andno business of any kind or character whatsoever shall be conducted in or from any residenceon the Lots. This section is subject to the exceptions enumerated in Section 8.5, below.

Section 8.2 Minimum Floor Area. The principal residence shall have a minimum fully

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enclosed floor area devoted to living purposes, exclusive of porches, terraces, garage, andservant quarters of one thousand two hundred (1,200) square feet.

Section 8.3 Renting. An entire Lot, together with the improvements thereon, may berented by the Owner to a single family, but not as a rooming house or otherwise.

Section 8.4 Animals and Wildlife, Native wildlife residing on or passing throughthe site shall not be disturbed. No horses, cattle, sheep, goats, farm pigs, rabbits, poultry, orother livestock shall be kept or maintained on any part of the Property. This restrictionshall not be construed, however, as prohibiting the keeping of ordinary domestic pets in areasonable number upon a Lot; provided, however that the Association shall have the rightto order, after 10 days written notice, the removal from any Lot of any birds, fowl, oranimals which may be Objectionable to any of the residents of adjacent property. Nodomestic pet will be allowed to make an unreasonable amount of noise or to become anuisance. The Owner of said birds, fowl, or animals shall remove the same from their Lotupon receipt of said notice in writing from the Association.

Section 8.5 Temporary Structures. No temporary house, trailer, tent, garage, orother outbuildings shall be placed or erected on the Lots, except for a temporary office of adeveloper, licensed contractor or real estate broker, and no residence shall be occupied inany manner at any time prior to completion; provided, however, that during the actualconstruction or alteration-of a building on.any-Lot,-.necessary-temporary-buildings-for-storage .of materials may be erected and maintained by the person doing such work. The work ofconstructing the residence shall be prosecuted diligently from the commencementthereof until completion. In no event shall construction time be over one (1) year.

Section 8.6 Signs. No signs other than a "for rent," "for sale," or "open house" sign nolarger than 3 feet by 3 feet may be placed on any Lot. Only signs approved by the Boardof Directors of the Association shall be placed on the Common Areas.

Section 8.7 Elevated Tanks. No elevated tanks of any kind shall be erected, placed, orpermitted upon any part of the Property. Any tanks for use in connection with any residenceconstructed on the Property, including tanks for the storage of water, natural gas, fuel oil,gasoline or oil must be buried, walled in or kept screened by adequate planting, walls, orother means in such manner as to conceal them from the view of the neighboring Lots andstreets.

Section 8.8 Unsightly Articles. Evaporative coolers or other air conditioning units ortowers may be placed on the roof of any structure; however, any such units, clotheslines,equipment, service yards, wood piles, or storage piles shall be walled in or kept screened byadequate planting, walls, or other means in such manner as to conceal them from the view ofstreets or public ways.

Section 8.9 Automobile Repair. No trucks, cars, recreational vehicles, boats, motorhomes, or any other vehicle or means of conveyance shall be dissembled, overhauled, painted,or otherwise maintained or repaired within the view of any neighboring Lot, street, or in public

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ARTICLE 9.EASEMENTS

view. No inoperative vehicle or other means of transportation shall be parked or stored withinthe view of any neighboring Lot, street, or in public view.

Section 9.1 Blanket Easement. An easement and right-of-way in perpetuity ishereby reserved for the benefit of all Lots in the Real Property for the erection, construction,maintenance, and operation of pole lines with the necessary cross arms for wires for thetransmission of electrical energy and for telephone lines and telegraph lines, for the laying andmaintaining of pipes, mains, and conduits for the furnishing of water, gas, sewer service, or forother purposes, together with the right of entry for the purpose of installing, maintaining, andreading electric and water meters, together with the further right to the Association or anysubsidiary, assignee, or successor thereof, to conveyor lease the whole or any portion of sucheasement, right-of-way, and right of entry to any person or persons or to any corporation ormunicipal body over, under, along, across, upon and through the easements as shown on thePlat of said New Tucson Unit No.5, as filed of record in the office of the County Recorder ofPima County, or any resubdivision of the Property as allowed by these CC & R's.

"Streef' includes thoroughfares, drainageways, equestrianways, alleys and drainage-easements-shewn-on-the-Plat- ----- ~---- ----. . --- ------- -------

"Service installations" means pole lines (including wires), pipes, mains, conduits, andother appliances, whether similar or dissimilar, for which easements are reserved, as statedelsewhere in this Declaration, or which have been installed, or are used, or are intended forsupplying (whether in a private capacity or as a public utility), water, gas, telephone, electric,power, television, and sewer service at or to the Property or any Lot within the Real Property.When any land within the Real Property is conveyed subsequent to recording thisDeclaration, there shall be deemed to have been reserved and/or excepted from suchland, without so stating in the deed or other instrument by which such conveyance ismade, the following:

(1) All services installations within the Real Property, wherever situate;

(2) An easement and right of way over, under, along, across, upon andthrough the land conveyed and over, under, along, across, upon and through all "streets"within the Real Property, whether abutting upon the land conveyed or not, formaintaining, operating, repairing, replacing, relocating, enlarging, andconstructing existing installations; and

(3) An easement and right-of-way over, under, along, across, upon andthrough any utility easement strip on the land conveyed, and over, under, along, across,upon and through all "streets" within the Real Property, whether abutting upon the landconveyed or not, for installing, maintaining, operating, repairing, replacing, relocating,enlarging, and constructing, without limit upon the number of times the right is exercised,pole lines (including wires), pipes, mains, conduits, and other appliances, whether similar

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or dissimilar, for supplying (whether in a private capacity or as a public utility) water, gas,telephone, electric power, television, and sewer service to the lands or any landembraced within the Real Property.

Section 9.2 Landscape Easements. On all Lots, any area dedicated as alandscape or drainage easement shall be kept in a natural state with existing nativevegetation and prescribed drainage control structures. The Owners shall not erectfencing, or any other structure except with express written permission by theAssociation. The Owners may install landscaping and drainage control devices withwritten permission by the Association.

Each Owner of each Lot hereby grants to the Association an easement over,under, along, across, upon and through each Lot for the purpose of maintaining thelandscape easements.

Section 9.3 Native Plant Preservation Ordinance. The Association through itsrepresentatives, or agents has submitted as part of the development process a Native PlantPreservation Plan pursuant to the Pima County Native Plan Preservation Ordinance 18.72.080.Section 18.72.080 C 2 allows the CC&Rs to include provisions to assure the continuedpreservation status of transplanted specimens in a healthy yard vigorous condition. Further,salvaged plants have been or will be located within the front yards of the individual Lots, as allowedby Section 1R72.100 for the purpose of improving public and private streetscapeand to limit-thenet loss of native plant diversity and volumes and wildlife habitat on the site. The Association shallhave, in addition to all other easements created hereunder, a Landscape and MaintenanceEasement over the front fifteen (15) feet of each Lot for the purposes set forth in the Native PlantPreservation Ordinance. Further, the Association shall preserve and protect in a healthy andvigorous condition, the native plants salvaged or transplanted into said Landscape andMaintenance Easement.

Section9.4 Approvalby Pima County.The preceding Section 9.3 'Native Plant PreservationOrdinance' may not be amended without the prior written approval of Pima County.

Section 9.5 Rear Yard Slope Maintenance Area. The Association and itsrepresentatives, assigns, or agents shall have the right and easement in its sole discretionand in addition to all other easements created hereunder, to shall have, in addition to all othereasements created hereunder, over the rear yard slope areas of each Lot for the purposesof maintaining and repairing such slopes as drainageways in accordance with the rules andregulations of the governmental authorities having jurisdiction and/or as otherwise deemedreasonable by the Association."

ARTICLE 10.IMPROVEMENT OF LOTS

Section 10.1 Purpose. One of the primary purposes of this Declaration is to providefor engineering, construction, improvement and maintenance of roadways, utilities,drainageways, equestrianways, easements and any necessary improvements to

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the residential Lots and Common Areas of the property, as well as development, sale,maintenance, preservation and architectural control of residential Lots and Common Areawithin the Real Property.

Section 10.2 Right of Entry & Right to Apply for Permits and Approvals. The Associationand its representatives, assigns or agents shall have the right of entry on to each lot in theReal Property for the purpose of performing any engineering or the construction of any onor offsite improvement or improvements, the maintenance of roadways, utilities,drainageways, equestrianways, easements and any necessary on or offsite improvements tothe residential Lots and Common Areas of the Real Property, as well as sale,maintenance, preservation and architectural control of residential Lots and Common Areawithin the Real Property.

The Association is hereby appointed the Agent of the Owners for the purpose ofapplying for any and all licenses, permits or approvals required by any and all private orgovemmental agencies for the purpose of improving the Lots as provided for by this Article oras otherwise provided by this Declaration.

Section 10.3 Easements Annexations & Governmental Agreements. The Association andits representatives, assigns, or agents shall have the right in its sole discretion to dedicateeasements on common area(s), if any, or on any or all of the Lots in furtherance of thedevelopment of the Real Property, as required by any govem_mentalentity or as needed for theengineering, construction, improvement and maintenance of roadways, utilities, drainageways,equestrianways, easements and any necessary on or off site Improvements to the residential Lotsand Common Areas of the Real Property.

Further, the Association and Its representatives, assigns, or agents shall have the right In itssole discretion to enter into any and all agreements with either govemmental or private entitiesrelated to development of the Real Property, including but not limited to Annexation Agreements,Pre-Annexation Agreements, Water, Sewer and other utility agreements. Only the signature of thePresident (or other authorized officer) of Sycamore Vista NO.5 Homeowner's Association, shall beneeded to bind the association to any agreement authorized under ARTICLE 10 IMPROVEMENTOF LOTS.

Section 10.4. Delegation to Master Homeowners Association. The Sycamore Vista MasterHomeowner's Association, Inc., an Arizona corporation (Master Association'), is appointed as theagent of SycamoreVista No.5 HomeownersAssodation, Inc.,an Arizonacorporation,for the purposeofexerdsingall povversgranted the AssodationunderARTICLE 10 IMPROVEMENTOF LOTS. Only thesignatureof the President(orotherauthorizedofficer)of SycamoreVistaMasterHomeo\M1er'sAssociation,shallbe neededto bindthe assodationto any agreementauthorizedunderARTICLE 10 IMPROVEMENTOF LOTS.

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ARTICLE 11.GENERAL PROVISIONS

Section 11.1 Enforcement.

(1) All provisions, conditions, restrictions, and covenants herein shall be binding on allLots and parcels of real estate and the Owners thereof, regardless of the source of title ofsuch Owners, and any breach thereof, if continued for a period of thirty (30) days from andafter the date that the Association or other Owners shall have notified in writing the Owner oroccupant in possession of a Lot upon which such breach has been committed to refrain from acontinuance of such action or to correct such breach, shall warrant the Association or any LotOwner to apply to any court of law or equity having jurisdiction thereof for an injunction orother proper relief, and if such relief be granted the court may, in its discretion, award to theplaintiff in such action his/herlits reasonable expenses in prosecuting such suit, includingattorneys' fees and costs.

(2) Notwithstanding anything which may be contained herein to the contrary, any violation ofthe foregoing provisions, conditions, restrictions,or covenants which existed on the recording dateof this Declaration shall be considered a breach hereof, and shall be subject to enforcementpursuant to this Declaration.

(3) No violation of the foregoing provisions, conditions, restrictions or covenants shalldefeat or render invalid the lien of any mortgage or deed of trust made in good faith for valueas to any portion of the Real Property but such provisions, conditions, restrictions, andcovenants shall be enforceable against any portion of the Real Property acquired by any personthrough foreclosure or by deed in lieu of foreclosure for any violation of the provisions, conditions,restrictions, and covenants herein contained occurring after the acquisition of the Real Propertythrough foreclosure or deed in lieu of foreclosure.

(4) No delay or omission on the part of the Association, or the Owner or Owners of anyother Lot or Lots in the Property in exercising any right, power or remedy herein provided for inthe event of any breach of any of the provisions, shall be construed as a waiver thereof oracquiescence therein, and no right of action shall accrue nor shall be brought or maintained byanyone whomsoever against the Association, nor shall the Association be liable for anydamages for or on account of its failure or neglect to exercise any right, power or remedyherein provided for in the event of any such breach, or for imposing herein provisions,conditions, restrictions, or covenants which may be unenforceable.

Section 11.2 Existing Violations of this Declaration of Covenants, Conditions andRestrictions. If a violation of this Declaration of Covenants, Conditions and Restrictionsshould exist on one or more lots at the time of their Effective Date, then that violation shall bepermitted hereunder, provided, however, should the violation be abated or cease to exist, itshall not be permitted to be rebuilt or reconstructed.

Section 11.3 Severability. In the event that anyone or more of the provisions,conditions, restrictions, and covenants herein set forth shall be held by any court of competent

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jurisdiction to be null and void, all remaining provrsions, conditions, restrictions, andcovenants herein set forth shall continue unimpaired and in full force and effect.

Section 11.4 Term. The aforesaid provisions, conditions, restrictions and covenants,and each and all thereof, shall run with the land and continue and remain in full force andeffect at all times and against all persons until twenty (20) years from the date of theirrecordation. Thereafter, they shall be deemed to have been renewed and automaticallyextended for successive periods of ten (10) years each, unless repealed by the written consentof the then Owners of a majority of the Lots at any time within the first year of any ten (10)year extension period.

Section 11.5 Amendments. This Declaration may be amended by an instrumentin writing, signed and acknowledged by the President and Secretary of the Association, ifone exists, certifying that such Amendment has been approved by the vote or writtenconsent (with or without an Association meeting; subject, however, to the voting rights setforth herein) of the then Owners of a majority of the Lots, and such amendment shall beeffective upon its recordation with the County Recorder of Pima County, Arizona.

Section 11.6 The Mortgaging of the Common Areas. The Common Areas cannotbe mortgaged or conveyed without the consent of the Owners of a majority of the lots.

Section 11.7 Counterpart Signatures. This Declaration may contain more thanone counterpart of the signature pages and may be executed by the affixing I of thesignature of each of the Owners to one of such counterpart signature pages and all suchcounterpart signature pages shall be attached to one Declaration and read having thesame force and effect as though all the signatories had signed a single page.

Section 11.8. Transfer Fee. Each purchaser of a Lot shall pay to the Association, or otherpartydesignatedby theAssociation,immediatelyupon becomingthe ONner of such Lot a transferfee insuch amount as is establishedfrom time to time by the Board of Directorsof the Association.Paymentsmade pursuant to this Section 11.9 shall be separate non-refundable payments and shall not beconsidered as an advance payment of any regular dues and/or special assessments levied by theAssociation pursuant to this Dedaration.

Section 11.9. Master Association Rights. The Master Association has been formed byand among the following associations (hereafter "Sycamore Vista HaAs"): Sycamore Vista No.2 Homeowner's Association, Inc., Sycamore Vista No. 5 Homeowner's Association, Inc.,Sycamore Vista No.7 Homeowner's Association, Inc., Sycamore Vista No.8 Homeowner'sAssociation, Inc., Sycamore Vista No.9 Homeowner's Association, Inc., Sycamore Vista No.10 North Homeowner's Association, Inc., and Sycamore Vista No. 10 South Homeowner'sAssociation, Inc.

Without limiting the generality of the authority of the Master Association otherwise providedherein or in any other recorded documents, the Master Association through its Board ofDirectors and appropriate officers shall have the following rights and obligations;

(a) To receive, manage and maintain common areas including but not limited tocommon drainage areas, within and between the Sycamore Vista HOAs; To acquire property

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•.

for, construct, manage and maintain any arid all recreational facilities common between theSycamore Vista HOAs (provided, however, that this shall not require same to be constructed);

(b) To cause to be constructed all improvements to roadways, utilities, drainageways and Lots, including but not limited to grading, Lots and Common Areas of thisAssociation and maintenance and preservation of same;

(c) Fix, levy, collect and enforce payment by any lawful means, including lien ofassessment, regular dues and special assessments as provided in Article 5 hereof,except that any special assessment shall be approved by a majority of the Board ofDirectors of the Master Association and no vote of the members of any Sycamore Vista HOAshall be required for any special assessment levied by the Master Association. The regulardes and special assessments shall be used to pay all expenses In connection with andincident to the conduct of the business of the Master Association, including all licenses, taxesor governmental charges levied or imposed against the property of the Master Association.

In the case of any dispute between the Master Association and the Sycamore VistaHOAs, the decision of the Master Association Board of Directors shall be final.

Section 11.10.Arbitration, In the event of any dispute involving any Owner, the Association,or any of its directors, officers, agents, employees or representatives, relating in any way to thisDeclaration or, without limitation, to any right, obligation, or privilege hereunder, or relating in anyway to Jheoperation or management of the Association.jhe.mahtenance or use of CommonAreas, or to the construction of improvements upon the Property, or to any representationsmade or allegedly made by any person, each Owner and Member, and the Association forthemselves and their agents and contractors, agree that such dispute shall not be litigated in anycourt or judicial tribunal, but rather shall be arbitrated in accordance with the Construction andCommercial Arbitration Rules of the American ArbitrationAssociation. At least three arbitrators shallpreside in. any case involving a claim in excess of One Hundred Thousand ($100,000.00)Dollars. Any arbitration shall take place in Pima County in the State of Arizona, and notelsewhere. Judgment upon a final award may be rendered by any court of competent jurisdiction.Notwithstanding the foregoing, the Association shall not be required to arbitrate any matter relatingto the imposition of any fine, regular dues and/or special assessments, assessment lien, or theforeclosure of any assessment lien, nor shall the Association be precluded from seekinginjunctive relief in court to enforce compliance with the provisions hereof.

Section 11.11. Purchase of Unusable Lots by Master Association. The Owners and theAssociation acknowledge and agree that, to the extent that any grading or other improvements thatmay be done or constructed or calmed to be done or constructed by the Master Association mayrender any Lot to be practicably unusable to accommodate the construction and occupation of adwelling unit thereon, fit the sole discretion of the Master Association, the Master Association shallbe entitled to purchase such Lot(s) from the Owner(s) of Such Lot(s) at a price and upon termsreasonably acceptable to the Master Association and such Owner(s).

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Section 11.12. De-Annexation of Additional Real Property. The Association shall beauthorized to de-annex from the jurisdiction of the Association and from the Property covered by thisDeclaration the already improved Lots which constitute the real property described in Exhibit liP\'

attached hereto and incorporated herein by this reference, De-Annexation shall have the effect ofreviving the previous "Declaration of Restrictions" preceding this Declaration.

The undersigned certifies that this Third Amended Declaration of Covenants,Conditions and Restrictions for Sycamore Vista No. 5 was approved by membersrepresenting at least a majority of the Lots.

SYCAMORE VISTA NO.5 HOMEOWNER'S ASSOCIATION, INC., an Arizona nonprofitcorporation

By:

Its:

STATE OF ARIZONA ))ss.

COUNTY OF PIMA )

The foregoing instrument was acknowledged before me this __ day of:-:-:---:-:- ' 2013 by Steven Russo, President and Secretary of SYCAMOREVISTA NO.5 HOMEOWNER'S ASSOCIATION, INC., an Arizona nonprofit corporation,on behalf of the corporation.

Notary Public

My commission expires:

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