Declarations — Grayrock Homeowners Association

DECLARATION OF
COVENANTS, CONDITIONS AND RESTRICTIONS
FOR
GRAYROCK PLANNED UNIT DEVELOPMENT

THIS DECLARATION, made on the date hereinafter set forth by GRAYROCK, LLC, a Virginia Limited Liability Company, hereinafter referred to as "Declarant":

WITNESSETH

WHEREAS, Declarant is the owner of certain property in Albemarle County, State of Virginia, which is more particularly described as:

All that certain property in the development known as GRAYROCK, Albemarle County, Virginia and as set forth on Exhibit 1 attached hereto.

AND BEING part of the same property acquired by the Declarant by Deed dated July 12, 1999, recorded August 4, 1999 as Instrument Number 990012036 among the land records of Albemarle County, Virginia.

WHEREAS, the Declarant deems it desirable and in the best interests of all the owners of land subject to this Declaration to protect the value and the desirability of such land.

WHEREAS, to provide a means for meeting the purposes and intents set forth herein, the Declarant has caused Grayrock Homeowners Association (the "Association") to be incorporated under the laws of the Commonwealth of Virginia,

NOW, THEREFORE, Declarant hereby declares that from the date this Declaration is recorded all of the property described above shall be held, sold, and conveyed subject to the following casements, restrictions, covenants and conditions, which are for the purpose of protecting the value and desirability of, and which shall run with the real property and be binding on all parties having any right, title or interest in the described properties or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of each owner thereof.

ARTICLE I

DEFINITIONS

Section 1

"Association" shall mean and refer to the GRAYROCK HOMEOWNERS ASSOCIATION, its successors and assigns.

Section 2

"Builder" shall mean and refer to a person or entity which acquires five (5) or more Lots in the Property for the purpose of improving such portion for resale to Owners or for lease to tenants.

Section 3

“Common Area" shall mean all real property (including the improvements thereto) owned by the Association for the common use and enjoyment of the Owners, The Common Area to be owned by the Association at the time of the conveyance of the first lot is described as follows:

All that certain property in the development known as GRAYROCK, Albemarle County, Virginia and set forth on Exhibit 1 attached hereto.

Section 4

"Declarant" shall mean and refer to GRAYROCK, LLC, a Virginia Limited Liability Company, its successors and assigns provided, however, that no successor or assignee of the Declarant shall have any rights or obligations of the Declarant hereunder unless such rights and obligations are specifically assigned by GRAYROCK, LLC by document recorded on the land records or unless said rights and obligations of the Declarant inure to the successor of GRAYROCK, LLC by operation of law. The rights and obligations set forth herein of the Declarant, as a Developer, shall cease when construction on the Property has been completed.

Section 5

"Federal Mortgage Agencies" shall mean and refer to those Federal Agencies who have interest in the Properties, including, but not limited to, the Federal Housing Administration, the Veterans Administration, the Federal National Mortgage Association and the Federal Home Loan Mortgage Association, or successors to their interests.

Section 6

A "Lot" shall mean and refer to any numbered plot of land shown upon any recorded subdivision map of the Property with the exception of the Common Area or reserved areas.

Section 7

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

Section 8

"Property" shall mean and refer to that certain real property hereinabove described, and such additions thereto as may hereafter be brought within the jurisdiction of the Association. The "Property" shall be known as GRAYROCK.

Section 9

"Supplementary Declaration" shall mean and refer to any declaration of covenants, conditions and restrictions which may be recorded by the Declarant, which expands the Property beyond the land which is initially subjected to the Declaration.

ARTICLE II

PROPERTY RIGHTS

Section 1 - Owner's Easements of Enjoyment

Every Owner shall have a right and easement of enjoyment in and to the Common Area which shall be appurtenant to and shall pass with the title to every Lot, subject to the following provisions:

the right of the Association to charge reasonable admission and other fees for the use of any recreational facility situated upon the Common Area;
the right of the 'Association to suspend the voting rights and right to use of the recreational facilities by an Owner for any period not to exceed sixty (60) days for any infraction of its published rules and regulations;
the right of the Association to dedicate or transfer all or any part of the Common Area to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument agreeing to such dedication or transfer signed by more than two-thirds (2f3rds) of the members has been recorded. The. Association shall not make any dedication or transfer of the Common Area contrary to the provisions of the then existing ordinances of Albemarle County, Virginia.

Section 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 his family, his tenants, or contract purchasers who reside on the Property.

ARTICLE III

MEMBERSHIP AND VOTING RIGHTS

Section 1 - Owner Membership

Every Owner of a Lot which is subject to assessment shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment.

Section 2 - Class A and Class B Membership

The Association shall have two classes of voting membership.

Class A Class A members shall be all Owners and Builders, with the exception of the Declarant, and shall be entitled to one vote for each Lot owned. When more than one person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they determine, but in no event shall more than one vote be cast with. respect to any Lot

Class B The Class B member shall be ate Declarant. The Class B member shall be entitled to Three Hundred Ten (310) votes, less the number of Class A votes outstanding at the time a vote is taken, but shall pay only such assessments and other charges as are specifically set forth herein as pertaining to Declarant, provided that, the Class B membership shall cease and automatically be converted into a Class A membership upon (1) the sale or transfer by Declarant of the last lot owned by it, or (ii) December 31, 2005, whichever shall occur first.

ARTICLE IV

COVENANT FOR MAINTENANCE ASSESSMENTS

Section 1 - Creation of the Lien and Personal Obligation of Assessments

The Declarant, for each dedicated Lot owned within the Property, hereby covenants, and each Owner of any Lot by acceptance of a Deed therefor, whether or not it shall be so expressed in such Deed, is deemed to covenant and agree to pay to the Association: 1) annual assessments or charges; and 2) special assessments for capital improvements, such assessments to be established and collected as hereinafter provided. A Builder for each Lot owned within the Property shall pay annual assessments or charges and special assessments for capital 'improvements at a rate of twenty-five per cent (25%) of the assessments established for and collected from other members. Provided, however, for each Lot owned by a Builder having a substantially completed dwelling thereon, the Builder shall pay one hundred per cent (100%) of the established assessment. The annual and special assessments, together with interest, costs and reasonable attorney's fees, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with interest, costs and reasonable attorney's fees, shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fell due. The personal obligation for delinquent assessments shall not pass to his successors in title unless expressly assumed by them.

Section 2 - Purpose of Assessments

The assessments levied by the Association shall be used exclusively to promote the recreation, health, safety and welfare of the residents in the Property and for the improvement and maintenance of the Common Area.

Section 3 - Maximum Annual Assessment

Until January 1 of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment shall not exceed ONE HUNDRED AND 00/100 DOLLARS ($100.00) per Lot.

a) From and after January 1 of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment may be increased each year not more than five percent (5%) above the maximum assessment for the previous year without a vote of the membership.

b) From and after January 1 of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment may be increased above five percent (5%) by a vote of two-thirds (2/3rds) of the members who are voting in person or by proxy, at a meeting duly called for this purpose.

c) The Board of Directors may fix the annual assessment at an amount not in excess of the maximum.

Section 4 - Special Assessments for Capital Improvements

In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Area, including fixtures and personal property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3rds) of the votes of the members who are voting in person or by proxy at a meeting duly called for this purpose.

Section 5 - Notice and Quorum for any Action Authorized Under Section 3 and 4

Written notice of any meeting called for the purpose of taking any action authorized under Section 3 or 4 shall be sent to all members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast sixty percent (60%) of all the votes of the membership shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Section 6 - Uniform Rate of Assessment

Both annual and special assessments must be fixed at a uniform rate for all Lots and may be collected on a quarterly or monthly basis.

Section 7 - Date of Commencement of Annual Assessments-Due Dates

The annual assessments provided for herein shall commence as to all dedicated Lots on the first day of the month following the conveyance of the Common Area or the first Lot, whichever event shall first occur. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each dedicated Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid, A properly executed certificate of the Association as to the status of assessments on a Lot is binding upon the Association as of the date of its issuance.

Section 8 - Effect of Non-Payment of Assessments-Remedies of the Association

Routine Collections (As amended March 5, 2002)

All installments of the annual assessments shall be due and payable on the first day of the applicable month; all special assessments shall be due as specified in the notice of special assessment.

All documents, correspondence and notices relating to the charges shall be mailed to the address which appears in the books of the Association or to such other address as designated in writing by an Owner. All Owners shall furnish the Board of Directors with a telephone number and address where the Owner may be promptly contacted.

Non-receipt of payment coupons or billing statements shall in no way relieve the Owner of the obligation to pay the amount due by the due date.Remedies for Non-Payment of Assessments: (As amended March 5, 2002)

Any assessment which is not paid within thirty (30) days of the due date shall be delinquent.

The Board of Directors shall from time to time establish late charges for delinquent assessment payments

The failure of any Owner to pay any assessment within thirty (30) days from the due date shall result in the assessment of an interest charge on the amount unpaid from the due until the date of payment, at the highest rate permitted by the governing documents, As of the effective date bf this resolution, the interest rate chargeable by the governing documents is 10% per annum.

In any instance where a check is returned dishonored, and the assessment due and owing is not otherwise received in the applicable time period as provided in the subparagraphs 2 a) and b) above, the account shall be deemed delinquent and interest shall be added. Any check returned dishonored will result in the assessment of a $25.00 returned check charge against the account of the Owner responsible for payment,

Any assessment not paid within thirty (30) days after the due date shall be delinquent and the Association may upon notice to the Owner, declare the entire balance of any annual general assessment or special assessment due and payable in full,

Any delinquent account may be referred to legal counsel for collection. Pursuant to the Property Owners' Association Act, all attorney's fees incurred by the Association in connection with the collection of the delinquent account shall be assessed against the account. Such sums shall include delinquent assessments, interest, legal costs and reasonable attorney's fees equal to twenty-five percent (25%) of the delinquent amount. Counsel shall initiate appropriate legal action, which may include the filing of a lien or suit to collect all sums due to the Association, or the initiation of a foreclosure, on the lien, or other remedies within the legal purview of the Board of Directors.

After an account becomes delinquent, payment received from an Owner will be credited in the following order of priority.

Charges for attorney's foes and court costs;

Interest;

All other charges and fees incurred by the Association as a result of any violation by an Owner, his family, employees, agents, tenants or licensees of the governing instruments of the Grayrock Homeowners Association;

Any and all special assessments;

The quarterly assessment.

Suspension of Privileges

After an Account becomes delinquent, the responsible Owner shall no longer be a member in good standing of the Association and shall not be entitled to any of the rights and privileges of membership, including the right to vote at any meeting of the Association membership.

Section 9 - Subordination of the Lien to Mortgages

The lien of the assessments provided for herein shall be subordinate to the lien of any first mortgage. Sale or transfer of any Lot shall not affect the assessment lieu. However, the sale or transfer of any Lot pursuant to mortgage foreclosure or any proceeding in lieu thereof; shall extinguish the lien of such assessments as to payments which became due prior to such sale or transfer. No sale or transfer shall relieve such Lot from liability for any assessments thereafter becoming due or from the lien thereof.

Section 10 - Declarant's and Builder's Contributions to the Association

At the time of the closing of a Lot sale to an Owner or Builder by Declarant, Declarant agrees to pay annual assessments and special assessments due for capital improvements at a rate of twenty-five -percent (25%) of the assessments established for and collected from other members and provided Declarant funds all budget deficits.

ARTICLE V

RESTRICTIONS AND RESERVATIONS

Section I - Use of Lots

The Lots of this subdivision shall be used for residential purposes only, except for home occupations and agricultural uses permitted under the Albemarle County Zoning Ordinance, provided, however, that domesticated animals or household pets may not be kept for boarding, breeding or maintained for any commercial purposes whatsoever.

Section 2 - Group Housing

Nothing contained herein shall be deemed to prohibit the use of any dwelling in the subdivision as a. family care home, foster home or group home in which individuals with special residential needs may reside, provided that such residences shall be properly licensed, certified or approved by the Commonwealth of Virginia or appropriate local agencies and, further shall meet all applicable local and state zoning ordinances.

Section 3 - Improvements

No structure shall be erected, altered, placed or permitted to remain on any Lot, other than the one detached single-family primary dwelling not to exceed 2 1/2 stories in height, constructed of wood, brick, siding or stone, with private in ground swimming pool, tennis court or other recreational facilities, garden or storage sheds, and a private garage. Chimneys on the sides and rear of a structure may be direct unit. Setbacks from properties adjacent to any Lot shall be per design ordinance. Lot/building ratio shall not exceed thirty percent (30%). Water low flow showers and toilets shall be installed in a structure as water conservation techniques. The approval for the construction or alteration of any building or structure, including fences, shall be obtained from the Design Review Committee pursuant to Article VI hereof. Exceptions to the permitted uses set forth above, including, but not limited to, -satellite dish antennas and exterior television or radio antennas, shall require the approval of the Design Review Committee as provided in Article VI. Any approval or disapproval of uses other than the permitted uses set forth above may be based on purely aesthetic grounds and shall be in the discretion of the Design Review Committee.

Section 4 - Design

All residential structures shall have a finished living area, exclusive of porches, patios, balconies, terraces, decks, pools, breezeways, basements and garages, the size and design of which shall be considered by the Design Review Committee and be approved by them in their sole discretion, Prefabricated homes employing volumetric modules shall not be permitted on any Lot.

Section 5 - Construction Driveway

No building, grading, or clearing for a structure permitted in Section 3 above shall be commenced on any Lot until a crushed rock driveway has been installed for a distance of at least twenty (20) feet into said Lot and maintained so as to prevent the depositing or accumulating of mud, dirt, rock or debris upon the streets and roads of the subdivision. All access to any Lot during construction shall be strictly limited to the crushed rock driveway unless alternate access is specifically approved by the Design. Review Committee.

Section 6, INTENTIONALLY OMITTED

Section 7 - Cleated Equipment

No cleated equipment shall be driven on any subdivision right-of-way after the acceptance of the road for maintenance into the Virginia Secondary State Highway System.,

Section 8 -Road Damage

Until the acceptance by the Virginia Department of Transportation of the subdivision roads into the State system, the cost to repair any damage to the grading and asphalt of the subdivision roads or their siltation and erosion control system caused by the work of a Builder and/or Owner, his agents, invitees, and guests on such Owner's lot shall be paid to Declarant by the Builder and/or Owner responsible for such damage and may be collectible, by legal proceedings, together with interest, court costs, and reasonable attorney's fees, from such Builder and/or Owner if not paid upon demand,

Section 9 - Driveway Aprons

Until the acceptance by the Virginia Department of Transportation of the subdivision roads into the State system each Lot Owner and/or Builder shall be responsible for the installation and maintenance of erosion control on his Lot, as required by governmental authorities having jurisdiction thereof. The responsibility of a Lot Owner and/or Builder shall include installation of any culvert pipe in the ditch line for his lot, if required, and providing a gravel base and asphalt or concrete paved surface on the driveway apron area for his Lot within and adjacent to the State right-of-way. Such culvert pipe(s) and/or gravel based and paved surface will be in conformity with the applicable specifications or requirements of the Virginia Department of Transportation.

Section 10 - Driveways

Driveways and private roads located on the Property leading from a public road need to be asphalt or concrete.

Section 11 - Diligence

The construction of any building or structure shall be diligently pursued to completion within twelve (12) months after such work has begun.

Section 12 - Natural Vegetation

It is declared to be the purpose and intent of Declarant and the Lot owners to generally establish the Property as a development of homesites, utilizing the existing natural vegetation, topography and storm water drainage system to the maximum extent possible. Existing vegetation shall remain essentially undisturbed. Exceptions to the foregoing shall be permitted where necessary to meet Albemarle County requirements for the construction of driveways, for assuring necessary vehicular sight distances, for fences, to remove underbrush, to plant landscaping trees for screening and for placement of utility services with related and required easements..

To assure compliance with the above, no clearing shall be commenced on a Lot until a site plan showing proposed limits of clearing is submitted to the Design Review Committee and is approved pursuant to the terms of this Article V and Article VI. Enforcement of this provision shall rest solely with the Design Review Committee.

Section 13 - Appearance

Trash, garbage, refuse, and other waste material must be restricted to appropriate and not unsightly storage areas located not less than fifteen (15) feet from the nearest property line and screened by appropriate planting or otherwise.

Section 14 - Land Conservation

Each Lot owner shall keep his lot free of trash, debris and rubbish, and shall employ such conservation practices necessary to maintain the proper contour of the land and to prevent erosion. No onsite burial of debris (including stumps) shall be allowed.

Section 15 - Mowing and Weed Control

In order to maintain the residential character and appearance of the development, all lawns shall be kept mowed to a height not exceeding six (6) inches. Lots, pastures, fields and all other cleared areas shall be cut, mowed or trimmed at least three (3) times a year during the growing season. In the event an Owner clears a portion of a Lot, grass shall be planted and maintained as lawn, pasture or field or the area otherwise maintained in keeping with these requirements and the residential character of the development,

Section 16 - Parking and Vehicles (As amended March 5, 2002)

Each Owner shall provide and maintain suitable and adequate off street parking spaces on his Lot for the parking of motor vehicles owned by such. Owner. Only boats, boat trailers, campers, recreational vehicles, utility trailers and oversized vehicles weighing in excess of 7,500 pounds gross weight may be maintained on a Lot provided that they are reasonably screened and not visible from any public street on the Property, however, they may not be parked on any public street on the Property. No disabled vehicles shall be maintained on the Property at any time. No equipment or vehicles weighing in excess of 7,500 pounds gross weight shall be parked on the Property provided that commercial vehicles may remain temporarily on the Property in order to furnish necessary services to an Owner. All vehicles parked on the Property must have current state inspections and state licenses at all times.

Section 17 - Use of Lots

No obnoxious or offensive activity shall be carried on or allowed upon any portion of the Property nor shall anything be done thereon that may be or become a nuisance or an annoyance.

Section 18 - Signs

No signs whatsoever shall be erected or maintained on any Lot within the Property except:

a) Entrance signs for the development on Grayrock Drive;

b) Such signs as are required by legal proceedings;

c) Not more than two (2) residential identification signs each of a combined total face area of seventy-two (72) square inches or less;

d) During the time of construction of any building or other improvement by an Owner and/or Builder, one job identification sign not larger that thirty two (32) square feet which shall conform to standardized signage approved by the Design Review Committee;

e) Signs which have been approved prior to use by the Design Review Committee;

f) Signs which have been approved by the Declarant; and

g) Realtor for sale or rent signs not larger than two feet by three feet.

Section 19 - Temporary Structures

No trailer, tent, shack, mobile home or any temporary structure shall be used as a residence on any Lot.

Section 20 - Resubdivision

No further resubdivision of any of the Lots shall be permitted. The Declarant, in its sole and absolute discretion; may permit a resubdivision of a lot. Boundary line or other adjustments between adjacent and contiguous Lots may be permitted by Declarant, Any ;such resubdivision or boundary line adjustment shall have the written consent and joinder of Declarant

Section 21 - Utility Easements

(a) The Declarant hereby reserves unto itself, its successors in interest, grantees and assigns, including Bell Atlantic of Virginia and Virginia Power Company, the following easements for the underground conveyance and use of electricity and telephone systems:

(i) an easement of fifteen (15) feet on the front and rear lines of all lots and five (5) feet on the sidelines of all lots (as shown on the plats) for the purpose of (1) laying, operating and maintaining underground electric and telephone lines within such easements and (2) constructing, operating, maintaining, replacing and removing a communication system consisting of buried cable, buried wires, terminals, and location markers as from time to time required;

(ii) a temporary easement of ten (10) feet for the purpose of placing lines or cables underneath streets located in the Property provided that such easement shall terminate at such time as the streets are accepted by the Virginia Department of Transportation.

(b) The Declarant further reserves for Adelphia Cable, its successors and assigns, the right to lay, install, construct, operate and maintain one or more lines of underground conduits and cable and other usual fixtures and appurtenances as may be necessary for the purposes of transmitting and distributing television signals within such easements. Any lines placed on the Property must be buried within thirty (30) days after the time of use of the easement

©These easements and rights expressly include the right to cut any trees, bushes or shrubbery, make any gradings of the soil, or to take any other similar action reasonably necessary to provide economical and safe utility or other such installations and to maintain reasonable standards of health, safety and appearance. Such rights may be exercised by any licensee of Declarant, but this reservation shall not be considered an obligation of the Declarant to provide or maintain any such utility or service: No structures, including walls,. fences, paving and planting which will interfere with the rights of ingress and egress provided for in this paragraph, shall be erected upon any part of the Property.

Section 22, Underground Utilities. All telephone, electric, gas and other utility service lines and connections between the main utility and service lines and the residences or other buildings on each Lot (except pedestals, terminals and transformers) shall be concealed and located underground so as not to be visible, except for temporary service while a residence or appurtenant structure is under construction.

Section 23, Sanitary. Storm Sewer and Water Easements. Declarant reserves to itself the right to grant to the Board of Supervisors of Albemarle County, Virginia, or other governmental body or agency thereof, and the Albemarle County Service Authority, such sanitary, storm sewer, storm drainage, water line, fire hydrant and other easements as may be required or requested by such governmental body or agency thereof on any Lot.

Section 24 Primary Utility Service, The Declarant shall defray the costs of installing any primary underground electric, telephone and cable television service to the subdivision charged to individual Lots. This provision shall not apply to transformers and "lateral" service to individual homes, which shall be the individual responsibility of the respective Lot owners. The cost of a transformer serving more than one Lot shall be paid for initially by the Lot owner requesting utility service. Each adjacent Lot owner who subsequently connects to and uses such transformer shall reimburse and pay his pro-rata share of the cost of the transformer to the Lot owner who initially paid for the installation thereof.

Section 25, Mailboxes, Mailboxes shall be installed in accordance with regulations of the United States Postal Service, Virginia Department of Transportation and Albemarle County.

Section 26. Fences (As amended March 5, 2002) The Design Review Committee must approve in writing the construction, location and design of any fence located on the Property.

Section 27. Natural Gas Service. If Declarant elects in its sole and absolute discretion, to have the local gas services company install primary gas service for the development, then the Owner of each Lot shall be obligated to and hereby agrees to connect to and utilize gas equipment and appliances for their residences, when constructed, for heating or as required by the applicable regulations of the local gas services company in effect at the time of connection.

Section 28, Sidewalks. The Association shall maintain and keep all sidewalks in the development in good repair.

ARTICLE VI

ARCHITECTURAL CONTROL

Section 1. Control, No building, fence, wall or other structure shall be commenced, erected or maintained upon the Property, nor shall any exterior addition to or change or alteration therein or repair, change of paint colors, roofs, excavations, changes in grade or other work, which in any way alters the exterior of any Lot or Common Area or the improvements located thereon from its natural or improved state, existing on the date such property was first subject to this Declaration, shall be made until the plans and specifications showing the nature, kind, shape, height, materials and location of the same shall have been submitted to and approved in writing as to harmony of external design and location in relation to surrounding structures and topography by a Design Review Committee composed of three (3) members. In the event said Committee fails to approve or disapprove such design and location within fifteen (15) days after said plans and specifications have been submitted to it by a Builder (or sixty (60) days after submission by an Owner), or in any event, if no suit to enjoin construction has been commenced within sixty (60) days after the completion thereof, approval will not be required and this Article will be deemed to have been fully complied with. Such approval or disapproval shall be in the sole discretion of the Committee. Any such approval may be made with such conditions as theCommittee may require to assure compliance with this Declaration, No construction of any type shall commence until the plans and specifications therefore have been approved, in writing, by the Committee. The Committee shall not be required to review plans and specifications submitted to it for approval by any individual or entity other than. a Builder or Owner.

Section 2. Design Review Committee. The Design Review Committee shall consist of three members and shall be entitled to enforce the foregoing reservations and restrictions as provided above. The initial members of the Design Review Committee shall be CHARLES J. KIBLER, DAVID M. LESSER and TERI A. FISHER. The Committee Members shall each serve on the Design Review Committee for a term of six (6) years beginning on the date of thisDeclaration (the Six Year Period) or until they resign, whichever event first occurs. In the event . of the resignation or death of a Committee Member prior to the expiration of the Six Year Period, the remaining Committee Members shall appoint a successor to serve for the remainder of the Six Year Period or for a term of such duration as the remaining Committee Members may determine. Upon the expiration of the Six Year Period, or in the event that all Committee Members resign simultaneously during the Six Year Period, the Board of Directors of the Association shall appoint three Committee Members to serve for a term, the duration of which shall be determined by the Board of Directors.

Section 3, Rules, From time to time the Board of Directors shall adopt general rules, including, but not limited to, rules to regulate potential problems relating to the use of property and the well-being of Owners, such as keeping of animals, storage and use of all vehicles, storage and use of machinery, use of outdoor drying lines, antennas, satellite dishes, solar panels, signs, trash and trash containers, maintenance and removal of vegetation on the Property, and the type and manner of application of fertilizers or other chemical treatments to the Property.

Section 4, Exceptions. The Board of Directors may issue temporary permits to except any prohibitions expressed or implied in this Article VI, provided the Board can show good cause and acts in accordance. with adopted guidelines and procedures. • So long as the Declarant or Builders are engaged in developing or improving any portion of the Property, such persons shall be exempted from Rules affecting movement, disposition, and storage of building materials and equipment, erection and maintenance of directional and promotional signs and conduct of sales activities, including maintenance of model homes. Such exemption shall be subject to such rules as may be established by the Declarant to maintain reasonable standards of safety, cleanliness, and general appearance of the Property.

Section 5. Enforcement Right to Remove or Correct Violations. In the event any violation or attempted violation of any of the covenants or restrictions contained in this Declaration shall occur or be maintained upon any Lot, or in the event of any other conduct in violation of any of the provisions or requirements of this Declaration, including the failure to perform necessary exterior maintenance in a timely fashion, then the same shall be considered to have been undertaken in violation of this Declaration and without the approval of the Design. Review Committee required herein, and, upon written notice from the Design Review Committee, such violation shall be promptly removed or abated. In the event the same is not removed, or the violation is not otherwise terminated or abated, within fifteen (15) days (or such shorter period as may be required in any such notice) after notice of such violation is deliveredto the owner of the Lot upon which such violation exists, or to the member responsible for such violation if the same shall be committed or attempted on premises other than the Lot owned by such. member, then the Association shall have the right, through its agents and employees (but only after a resolution of the Design Review Committee) to enter upon such Lot and to take such steps as may be necessary to remove or otherwise terminate or abate such violation and the cost thereof may be assessed against the Lot upon which such violation occurred and when so assessed, a statement for the amount thereof shall be rendered to the Owner of said Lot at which time the assessment shall become due and payable and a continuing lien upon such Lot, and a binding personal obligation of the owner of mien Lot. The Association shall have the further right, through its agents, employees or committees, to enter upon and inspect any Lot at any 'reasonable time for the purpose of ascertaining whether any violation of the provisions or requirements of this Declaration exist on such Lot; and neither the Association nor any such agent or employee shall be cleaned to have committed a trespass or other wrongful act by reason of such entry or inspection.

Section 6, Liability, Neither the Design Review Committee, Association, Declarant nor any member thereof shall be liable to any Owner, or to any party, for any damage, loss or prejudice suffered or claimed on account of (1) the approval or disapproval of any plans, drawings or specifications, whether or not acceptable or unacceptable, (ii) the construction or performance of any work, whether or not pursuant to approved plans, drawings or specifications, and, (iii) the development of any property. Without in any way limiting the generality of any of the foregoing provisions of this Section, the Design Review Committee, or any member thereof, may, but is not required to, consult with or hear the views of any Owner with respect to any plans, specifications or any other proposal submitted to the Design Review Committee.

The Design Review Committee, Association, Declarant or any member thereof shall not be liable for any failure of any services to be obtained by the Association or paid for out of the common expense funds, or for injury or damage to person or property caused by the elements or resulting from water which may leak or flow from any portion of the Common Areas or community facilities, or from any wire, pipe, drain, conduit or the like. The Design Review Committee, Association, Declarant or any member thereof shall not be liable to any member of the Association for loss or damage, by theft or otherwise, of articles which may be stored upon the Common Areas or community facilities. No diminution or abatement of assessments, as herein elsewhere provided for, shall be claimed or allowed for inconvenience or discomfort arising from the making of repairs or improvements to the Common Axe-as or community facilities, or from any action taken by the Association or Declarant to comply with any of the provisions of this Declaration or with any law or ordinance or with the order or directive of any municipal or other governmental authority.

ARTICLE VII

Section J, Reservation of Easement lights by the Declarant. The Declarant hereby reserves a non-exclusive easement and right-of-way in, through, over and across the Common Areas and community facilities for the purpose of the storage of building supplies and materials, the installation, construction, maintenance, reconstruction and repair of sanitary sewer lines, water lines, cables, storm drains and appurtenances to any of the same, and for all other purposesreasonably related to the completion of construction and provisions of utility services, whether public or private to the community and to other property adjacent to, or in the vicinity of the community. By virtue of this casement, it shall be expressly permissible for the Declarant or the providing utility or service company with the consent of the Declarant to install and maintain facilities and equipment on the Property, to excavate for such purposes and to affix and maintain . wires, circuits and conduits on, in and under the roofs and exterior walls of homes, provided such company restores as nearly as is practicable all disturbed areas to the condition in which they were found,

Notwithstanding anything to the contrary contained in this Section: (1) no sanitary sewers, stormwater drainage facilities, electric lines, water lines, gas lines or other utility service lines or facilities for such utilities may be installed or relocated on said premises except as approved by the Declarant prior to the conveyance of the first Lot to an Owner or Builder or by the Association thereafter, and (2) it shall not be construed to apply to the relocation, installation or removal of utility lines within a home which serve only that unit. This easement shall in no way affect any other recorded easements on the Properties. Any and all instruments of conveyancing made by the Declarant to the Association with respect to any of the Common Areas, and community facilities shall be conclusively deemed to incorporate this reservation, whether or not specifically set forth in such instruments. At the request in writing of the Declarant, the Association shall from time to time execute, acknowledge and deliver to the Declarant such further assurances of this reservation as may be necessary.

Section 2. Easements to Correct Drainage. For a period of seven (7) years from the date of recordation of this Declaration, the Declarant reserves an easement and right on, over and under the ground within each Lot to maintain and to correct drainage of surface water in order to maintain reasonable standards of health, safety and appearance. Such right expressly includes the right to cut any trees, bushes or shrubbery, perform any grading of the land, or to take any other similar action reasonably necessary, following which the Declarant shall restore the affected property to its original condition as near as practicable. The Declarant shall give reasonable notice of intent to take such action to all affected Owners, unless in the opinion of the Declarant an emergency exists which precludes such notice.

Section 3, Construction Easements and rights. Notwithstanding any provisions of this Declaration or of any Supplementary Declaration, so long as the Declarant or Builders are engaged in developing or improving any portion of the Property, the Declarant and Builder and their employees, agents and assigns shall have an easement of ingress, egress and use over any portion of the Property not conveyed as a Lot to an Owner for occupancy for (1) movement and storage of building materials and equipment, (2) erection and maintenance of directional and promotional signs, and (3) conduct of sales activities, including maintenance of model homes. Such casement shall be subject to such rules as may be established by the Declarant to maintain reasonable standards of safety, cleanliness and general appearance of the Property.

Section 4, Easement to Inspect. There is hereby created an easement in favor of the Association for ingress and egress on any Lot (a) to inspect such property for alleged violations of this Declaration, based on formal, written complaints, and/or compliance with architectural standards and/or approved plans for alterations and improvements and (b) performing suchmaintenance as is required by this Declaration for such Lot, provided the Owner of such Lot is given written notice of the purpose and time of inspection at least three (3) days in advance thereof and such inspection is performed during reasonable hours.

Section 5. Easement for Governmental Personnel. A right of entry on any Lot or-Common Area is hereby granted to law enforcement officers, fire and rescue personnel as needed to carry out their duties, including enforcement of cleared emergency vehicle access.

Section 6. Easement for Lakes, Ponds and Storm Water Management Basins. Any Lots contiguous to a Lake, Pond or Storm Water Management Basins in the development are hereby subject to an easement in favor of the Association for access to and maintenance of said facility. Each owner of said lots contiguous to any Lake, Pond or Storm Water Management Basins in the development shall not drain, fill, pollute, interfere with, reduce in size, dam or otherwise alter such facility. The Association shall maintain the Lake, Pond or Storm Water Management Basins and keep them free from sediment, algae, and other pollutants. Such right expressly includes the right to clear any bushes or shrubbery immediately adjoining the Lake, Pond or Storm Water Management Basins and to take any action reasonably necessary for their maintenance.

Section 7. Entrance Wall and Fence Basement, The Declarant hereby reserves unto itself, its successors and assigns, including all Owners and the Association, an easement on Lot One (1), GRAYROCK, and any others designated by Declarant, for the construction and maintenance of an entrance wall, sign and fence. Upon completion of the entrance wall, sign and fence, Declarant shall record a survey showing the exact location of the wall, sign and fence on said Lots. The easement for maintenance and preservation of the wall, sign and fence shall include the right to enter on the Lots by workmen and the use of tools as are necessary to maintain and preserve the wall, sign and fence in their condition upon initial completion.

Section 8. Easements for Utilities and Related Purposes, The Association is authorized and empowered to grant (and shall from time to time grant) such other licenses, easements and rights-of-way over the Common Areas and community facilities for sewer lines, water lines, electrical cable, telephone cables, gas lines, storm drains, cables, underground conduits and such other purposes related to the provisions for utility services to the subdivision as may be considered necessary and appropriate by the Board of Directors for the orderly maintenance, preservation and enjoyment of the Common Ap-as and community facilities and for the preservation of the health, safety, convenience an( welfare of the Owners of the Lots or the Declarant.

ARTICLE VIII

GENERAL PROVISIONS

Section 1 Enforcement, The Association, or any Owner, shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration. Failure by theAssociation or by any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter.

Section 2.Severability. invalidation of any one of these covenants or restrictions by' judgment or Court Order shall in no wise affect any other provisions which shall remain in fall force and effect.

Section 3, Reservation Declarant for a period of seven (7) years from the date of recordation of this Declaration, reserves the fight to make changes, modifications and/or exceptions to any of the above covenants, conditions, restrictions, or reservations contained herein, when, in its sole discretion, such changes, modifications and/or exceptions will not defeat or alter the purposes or will improve the clarity or effectiveness of this Declaration. This right may be exercised either before or after the conveyance of any Lot and without joinder of the Owner of any such Lot conveyed.

Section 4. Annexations If within seven (7) years of the date of incorporation of the Association, the Declarant should develop additional lands within the vicinity of the Property, Declarant may annex such- additional lands to the Property. The Common Areas and/or residential property annexed shall be governed by the terms of this Declaration or a Supplementary Declaration and the Owners of the annexed residential property shall also be governed by the provisions of this Declaration or Supplementary Declaration. Subsequent to this seven (7) year period, the Association may annex contiguous Common Areas and/or residential properties, provided that any annexation shall have the assent of more than two-thirds (2/3rds) of the membership. The Common Areas and/or residential properties so annexed shall be governed by the terms of this Declaration or a Supplementary Declaration, and the Owners of the annexed residential properties shall also be governed by the provisions of this Declaration or Supplementary Declaration.

The Supplementary Declaration which subjects additional property, to the Declaration shall describe the real property to be annexed to the scheme of this Declaration and shall state that it is being made pursuant to the terms of this Declaration for the purpose of annexing the property described in the Supplementary Declaration to the scheme of this Declaration and extending the jurisdiction of the Association to cover the real estate so described in such Supplementary Declaration. The Supplementary Declaration may contain such complementary additions and modifications to this Declaration as may be necessary to reflect the different character, if any, of the real property being annexed.

Section 5. Covenants to Run with the Land. The covenants and restrictions of this Declaration shall run with and bind the land, and shall inure to the benefit of and be enforceable by the Association, or the Owner of any Lot subject to this Declaration, their respective legal representatives, heirs, successors and assigns, for a term of twenty.five (25) years from the date this Declaration is recorded, after which time said covenants shall be automatically extended for successive periods of twenty five (25) years, unless amended as hereinafter provided,

Section 6 Amendment. Article VIII may not be amended. All other Articles of this Declaration may be amended during the first twenty five (25) year period, and any extensions thereof, by an instrument signed by the record title owners holding at least seventy-five percentum (75%) of the votes in the Association. Notwithstanding any provision herein to the contrary, no amendment shall be made or be binding during the first twenty five (25) year period of this Declaration unless such amendment has been agreed to and consented to in writing by the Declarant.

Section 7. Approvals The following actions will require the prior approval of the Federal Mortgage Agencies, Annexation of additional properties, mergers and consolidations, mortgaging of the Common Area, dedication of Common Area, dissolution, or amendment of this Declaration.

IN WITNESS WHEREOF, GRAYROCK, LLC, a Virginia Limited LIability Company, has caused these presents to be signed by its Executive Vice President this 26th day of August, 1999.