DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

BACK CREEK LANDING COMMUNITY SERVICE ASSOCIATION

Contents

• Introduction
• Article I Definitions
• Article II Property Subject to Declaration
• Article III Association Membership
• Article IV Member's Right of Enjoyment
• Article V Maintenance Assessments and Reserves for Replacements
• Article VI Assessments: Non-Payment, Certificates, Commencement, Declarant's
• Article VII General Control of Construction and Land Use: The Environmental Preservation Committee (EPCOM) [ARC]
• Article VIII Management Agent and Limitation of Liability
• Article IX Easements
• Article X Amendment, Duration, Enforcement, Resale, Notices, Consents, etc.
• Exhibit A Property Subject to Declaration

Introduction

THIS DECLARATION, is made this __ day of September, 2002, by BACK CREEK LANDING LLC, a Maryland limited liability company, hereafter called the "Declarant," and is based on the following premises:

The Declarant is the owner land in Talbot County, Maryland, described in Article II upon which it intends to develop a residential community with permanent common areas for the benefit of that community.

The Declarant wishes to provide for the preservation of the values and amenities in the community and for the maintenance of common areas, for which reason it will by this Declaration subject the property described in Article II to the covenants and restrictions following, which are for the benefit of the property described (the "Property") and its subsequent owners.

To preserve the values and amenities in the community, the Declarant has determined that an association should be formed and invested with the powers and duties of maintaining and administering the common areas, administering and enforcing the covenants and restrictions and disbursing the charges and assessments hereafter created.

NOW, THEREFORE, the Declarant hereby declares that the real property described in Article II is and shall be conveyed or encumbered, used, occupied and improved subject to the covenants and restrictions (hereafter sometimes referred to as "covenants and restrictions") here- after set forth, all of which are declared and agreed to be in aid of a plan for improvement of the property, and shall be deemed to run with and bind the land, and shall inure to the benefit of and be enforceable by the Declarant, its successors and assigns, and any person owning an interest in the property and improvements, including any person, group of persons, corporation, trust or other legal entity, or any combination thereof, who holds such interest solely as security for the performance of an obligation.

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1. Article I
   1. Definitions. The following words, when used in this Declaration, shall have the following meanings:
      1. "Association" means The Back Creek Landing Community Service Association, its successors and assigns.
      2. "Board of Directors" means the Board of Directors from time to time of the Association.
      3. "Common Areas" or "Community Facilities" means all real property, and improvements thereon, if any, owned or leased by the Association or otherwise available to the Association for the benefit, use and enjoyment of its members, and shall be deemed to include all that area shown and designated on the Plat as "Community Open Space" and all pedestrian paths or walkways constructed thereon.
      4. " Grounds and Community Facilities Committee " means the committee of Owners from time to time appointed, if so desired, by the Board of Directors, to administer the use and maintenance of the Common Areas and Community Facilities.
      5. "Declarant" or "Developer" or "Grantor" means the Declarant identified in the preamble to this Declaration, and its successors and assigns; provided, however, that the rights, obligations and powers of the Declarant shall not inure to the benefit of or burden the successors and assigns of the Declarant except to the extent that any of them are specifically assigned or transferred to any such successor or assign by instrument in writing; provided, further, however, that it is the intention of the Declarant to assign to the Association all obligations of the Declarant under any public works agreements or any similar agreements related to the future use and maintenance of the Common Areas, Community Facilities, or any other areas intended for the benefit of the entire community.
      6. "Dwelling" means any building or portion of a building situated upon the Property and designed for use as a residence.
      7. " Environmental Preservation Committee " means the Environmental Preservation Committee established pursuant to Article VII hereof and called herein "EPCOM".
      8. "Lot" means any subdivided and developable parcel of the property.
      9. "Member" means every person, group of persons, corporation, trust or other legal entity, or any combination thereof, who holds any Class of membership in the Association. Whenever in this Declaration any action is required to be taken by a specified percentage of "each Class of the then Members" of the Association, then such action shall be required to be taken separately by the specified percentage of the then outstanding Class A Members of the Association and by the specified percentage of the then outstanding Class B Members of the Association. Whenever any action is required to be taken by a specified percentage of the "then Members" of the Association, then such action shall be required to be taken by the specified percentage of the then outstanding cumulative membership of the Association.
      10. "Owner" shall mean the record owner, whether one or more persons or entities, of fee simple title to any Lot in the Property, including contract sellers, but excluding those having such interest solely as security for the performance of an obligation.
      11. "Plat" shall mean the final Plats of Subdivision pertaining to the property to be approved by the authorities having jurisdiction of them and recorded in the Land Records of Talbot County, Maryland.
      12. "Project" and "Community," when used in this Declaration, mean the community being developed by the Declarant and subjected to this Declaration.
      13. "Property" shall mean all real property described in Article II hereof.
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2. Article II
   1. Property Subject to Declaration.
      1. The real property, which is to be held, conveyed, used or encumbered subject to this Declaration is located in Talbot County, Maryland and is described on Exhibit A attached.
   2. Additions.
      1. So long as Declarant or its successor or assignee is a Class B Member of the Association, any additional property described in Exhibit B, not originally declared subject to the terms of this Declaration, may be added by Declarant to the Community when annexed to adjoining property previously subjected to the terms hereof. Any annexations shall be made by recording a Supplementary Declaration of Covenants in the Land Records for Talbot County, Maryland. Such Supplementary Declaration may contain such complementary additions and modifications to the covenants as may be necessary to reflect the different character or land use of the property annexed; provided, however, that in no event shall any such addition or modification be substantially inconsistent with the provisions of the within Declaration.
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3. Article III
   1. Association Membership.
   2. The Association shall have two classes of membership, known as "Class A" and "Class B."
      1. There shall be a Class A membership in the Association appurtenant to each Lot subject to this Declaration. With the exception of the Declarant, every person or legal entity, or any combination thereof, who is a record Owner of a fee interest in a Lot which is part of the Property described in Article II of this Declaration, or which otherwise becomes subject by the covenants set forth in this Declaration to assessment by the Association, shall be a Class A Member of the Association; provided, however, that the holder of an interest solely as security for the performance of an obligation shall not be a Class A Member by reason of that interest. Each Class A Member shall be entitled to one (1) vote for each Lot in which such Member holds the interest required for Class A membership, provided, however, that the votes appurtenant to a Lot occupied by persons other than the Owner thereof shall be cast only by tenants of the Lot who are possessed of certificates of good standing issued by the Association and endorsed to the use of the tenant by the Member who owns the Lot. The certificate of good standing required to qualify the vote of a Lot by its tenant for consideration shall be dated within ten (10) days of the date upon which it is presented and shall confirm the identity of the tenant and the Lot and shall certify that there is no delinquency in the performance of the tenant under any term of the lease for the Lot.
      2. There shall be as many Class B memberships as there are Class A memberships in the Association. The Class B Member shall be the Declarant, its nominee or nominees, including any builder to whom Declarant has elected to transfer Class B membership, and shall include every person or legal entity, or any combination thereof, who shall obtain any Class B membership by specific assignment from the Declarant. Each Class B Member shall be entitled to three (3) votes for each Class B membership, which it holds. The Declarant shall lose three (3) votes for each Lot conveyed to a third-party purchaser (other than a builder to whom a lot has been sold for purposes of constructing a residence, who shall have two (2) votes, unless all Class B votes are already assigned). At such time as all Lots shall have been conveyed to third- party purchasers, the Class B memberships shall be deemed terminated and of no further validity. Notwithstanding the foregoing, holders of Class B memberships may, at any time, exchange a Class B membership for a Class A membership and thereby assume its responsibilities and financial obligations.
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4. Article IV
   1. Member's Right of Enjoyment.
      1. Every Member shall have a right and easement of enjoyment of the Common Areas and such easement shall be appurtenant to and pass with the fee title to every Lot subject to the following:
         1. The right of the Association, in accordance with its By-Laws, and with the consent of two-thirds (2/3) of each Class of the then Members of the Association, voting separately, to borrow money for the purpose of improving Common Areas in a manner designed to promote the enjoyment and welfare of the Members and for this purpose to mortgage any of the Common Areas.
         2. The right of the Association to take such steps as are in conformity with the provisions of this Declaration and are reasonably necessary to protect the Property of the Association against mortgage default and foreclosures.
         3. The right of the Association to adopt reasonable rules for the use of the Common Areas and to reasonably limit the number of guests of Members to the use of any facilities on the Property.
         4. The right of the Association to suspend the rights to vote and to use the Common Areas for any period during which any assessment remains unpaid and for any period not to exceed thirty (30) days for any infraction of any of the published rules and regulations of the Association.
         5. The right of the Association to dedicate or transfer all or any part of the Common Areas or Community Facilities to any public or municipal agency, authority or utility for purposes consistent with those of this Declaration and others as may be agreed by the Members; provided, however, that no dedication or transfer or agreement as to the purposes or conditions thereof, shall be effective unless two-thirds (2/3) of the then Members of the Association consent to it at any special meeting of the Members duly called for such purpose; and provided further, that any such dedication or transfer shall also be subject to the limitations stated in Article XI of this Declaration.
         6. The right of the Association, acting through its Board of Directors, to grant licenses, rights-of-way and easements for access and/or for exclusive and non-exclusive use or for the construction, reconstruction, maintenance and repair of any utility lines or appurtenances, whether public or private, the installation of cable television lines, to any municipal agency, public utility, the Declarant or any other person; provided, however, that no such licenses, rights-of-way or easements shall be unreasonably and permanently inconsistent with the rights of the Members to the use and enjoyment of the Common Areas. The foregoing shall be deemed to include the right and authority to grant and participate in reciprocal cross easements which would entitle Members to use and enjoy specified facilities of another association in exchange for the right of use and enjoyment in specified Community Facilities of the Association.
         7. The right and obligation of the Declarant and/or Association to lease at nominal rent ($1/annum) for farming certain pre-designated lands located within portions of the Common Areas in furtherance of the objectives of Talbot County, Maryland for agricultural preservation; provided, however, that if a qualified farmer desiring to farm lands reserved for agricultural preservation cannot be identified for two (2) consecutive growing seasons, the obligation of Declarant and the Association to facilitate agricultural preservation on portions of land within the Common Areas shall be deemed extinguished; and lands previously reserved for such purpose shall be available for such other open space use as the Board of Directors, following consultation with Members, may deem appropriate.
   2. Leasing of Property Subject to Declaration.
      1. No lease of a Lot or of the improvements thereon, whether for a term of years or from month to month, nor any license to use such Lot or improvements, shall be valid or enforceable unless a fully conformed, legible copy of the written instrument creating the lease or license arrangement has been certified under oath as a true and exact copy and delivered to the Board of Directors or an Officer of the Association who shall give a receipt therefor.
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5. Article V
   1. Annual Maintenance Assessments.
      1. Except as assessments of the Declarant are limited by Article VI of this Declaration, each person or legal entity, or combination thereof, who becomes a fee Owner of a Lot within the Property (i.e., each Class A Member of the Association), by acceptance of a deed therefor, whether or not expressed in the deed or other conveyance, shall be conclusively held to have agreed to pay the Association, in advance, the annual assessment, on such date as the Board of Directors may establish on the beginning of the Association's fiscal year, an annual sum (sometimes referred to as "maintenance assessments ") equal to the Member's proportionate share of the sum required by the Association, as estimated by its Board of Directors, to meet its annual expenses, including but in no way limited to the following:
         1. The cost of all operating expenses of the Common Areas and the services furnished for the Common Areas, including charges by the Association for any services furnished by it.
         2. The cost of necessary management and administration of the Common Areas, including fees paid to any Management Agent, together with the costs attendant on.
         3. The amount of all taxes and assessments levied against the Common Areas.
         4. The cost of liability insurance on the Common Areas, Directors and Officers insurance, if bought by the Board of Directors, fidelity bonds and the cost of other insurance the Association may contract for the Common Areas.
         5. The cost of utilities and other services, which may be provided by the Association.
         6. The cost of maintaining, replacing, repairing, and landscaping the Common Areas, maintaining the entrance signage and other features and the storm water management facilities, all located therein, including, without limitation, the cost of the maintenance of all pathways and recreational facilities upon the Property, together with lighting, irrigation, aeration and such equipment as the Board of Directors determines to be necessary.
         7. In addition to the maintenance described above, the Annual Maintenance Assessment shall include the cost to provide for grass cutting and lawn maintenance of all portions of the Common Areas determined by the Board of Directors to require maintenance, which maintenance may also include lawn maintenance in all public rights-of-way within the Property which are not maintained by public agencies, and which may include the maintenance and operation of all recreational areas, facilities and equipment owned by the Association.
         8. The cost of funding all reserves established by the Association, in particular, a reserve for replacements, as well as a contingency reserve for general operating expenses.
         9. The cost of establishing and operating a medium of community communication, to include the publication and distribution of a newsletter, if deemed appropriate by the Board of Directors.
         10. The cost of social events sponsored by the Board of Directors to the degree which it deems appropriate for the fostering of the best interests of the community.
         11. The cost of the audit of the books and accounts of the Association by an independent, certified public accountant.
      2. The Board of Directors shall determine the amount of the maintenance assessment annually, but may do so at more frequent intervals if circumstances require. Upon resolution of the Board of Directors, installments of annual assessments may be levied and collected on a monthly, quarterly, or semi-annual basis rather than on the annual basis above provided. Any Class A Member may prepay one or more installments on any annual maintenance assessment levied by the Association, without premium or penalty.
      3. The Board of Directors shall prepare, or cause the preparation of an annual operating budget for the Association, which shall provide, without limitation, for the management, operation and maintenance of the Common Areas. The Board of Directors of the Association shall make reasonable efforts to fix the amount of the annual maintenance assessment for each assessment period at least thirty (30) days in advance of the beginning of such period and shall, at that time, prepare a roster of the Lots and the annual maintenance assessments applicable for each of them which shall be kept in the office of the Association open to inspection by any Owner upon reasonable notice to the Board. Written notice of the annual maintenance assessments shall be sent to the Members. The omission by the Board of Directors, before the expiration of any assessment period, to fix the amount of the annual maintenance assessment for that or the next period, shall not be a waiver or modification of the provisions of this Article or a release of any Member from the obligation to pay the annual maintenance assessment, or any installment of it, for that or any later assessment period, but the annual maintenance assessment fixed for the preceding period shall continue until a new maintenance assessment is fixed. No Member may exempt himself from liability for maintenance assessments by abandonment of any Lot belonging to him or by the abandonment of his right to the use of the Common Areas or Community Facilities.
      4. Except as may otherwise be provided, this Declaration does not contemplate that the Association shall have any responsibility for the maintenance or repair of the Dwellings or part of them on any Lot and the duties of the Association for maintenance and repairs shall be limited to the Common Areas and facilities located thereon. Each Owner of a Lot shall maintain the respective Lot and Dwelling, and all appurtenances thereto, including fencing and landscaping, as well as landscaping within public road or utility rights-of-way adjoining the Owner's Lot, in good order and repair.
   2. Special Maintenance Assessments.
      1. In addition to the regular maintenance assessments authorized by this Article, the Association may levy in an assessment year a special maintenance assessment or assessments, applicable to that year only, for the purpose of paying, in whole or in part, the cost of any construction or reconstruction, extraordinary repair or replacement of capital improvements located upon, or forming a part of the Common Areas, including the necessary and related fixtures and personal property, or for such other purpose as the Board of Directors may consider appropriate; provided, however, that any such assessment shall have the assent of a majority of each Class of the then Members of the Association who shall have voted in person or by proxy at a regular meeting or at a meeting of the Members duly called for this purpose.
   3. Reserves for Replacements.
      1. The Association shall establish and maintain a reserve fund for replacements of the Community Facilities by the allocation and payment to such reserve fund of an amount to be designated from time to time by the Board of Directors. This reserve fund shall be a common expense of the Association and may be deposited with any banking institution, the accounts of which are insured by any State or by an agency of the United States of America or may, in the discretion of the Board of Directors, be invested in obligations of, or fully guaranteed as to principal by, the United States of America.
      2. The reserve for replacement of the Community Facilities, if any, may be expended only for replacement of the Community Facilities, major repairs, equipment replacement, and operating contingencies of a non-recurring nature relating to the Common Areas. The Association may establish such other reserves for such other purposes as the Board of Directors may from time to time consider appropriate. The proportional interest of any Member in a reserve fund shall be considered an integral part of the Lot and shall not be separately withdrawn, assigned or transferred from the Lot to which it appertains and shall be deemed to be transferred with the Lot.
   4. Annual Maintenance Assessments.
      1. The initial maximum annual maintenance assessment for each of the Lots to which Class A membership is appurtenant shall not exceed the sum of One Thousand One Hundred and Fifty Dollars ($1,150.00) per annum. The annual maintenance assessment shall be levied at a uniform rate for each Class A membership.
   5. Increase in Maximum Annual Maintenance Assessment.
      1. After the first anniversary of the first conveyance of a Lot to a Class A Member, the maximum annual maintenance assessment for all Class A memberships above provided for, may be increased by the Board of Directors of the Association, without a vote of the Class A membership, by that amount necessary to pay for the expenses and costs incurred by the Association in executing the obligations and authorities imposed upon it by this Declaration.
   6. Maintenance Assessment for Lot 41 (If Applicable).
      1. Notwithstanding any provision to the contrary contained in this Declaration, the Board of Directors shall be authorized to establish the annual assessment for Lot 41 (if Declarant elects to annex Lot 41 into the Association as provided in Article II hereof) at an amount less than the annual assessment for all other Lots to reflect that the Owners of Lot 41 shall utilize a separate access other than the community entryway for ingress and egress to Lot 41.
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6. Article VI
   1. Non-Payment of Assessments.
      1. Any assessment or installment of it levied pursuant to this Declaration which is not paid when due shall be delinquent and shall, with interest and the cost of collection thereof, as hereafter provided, be a continuing lien on the Lot or Lots belonging to the Member owing the assessment and shall bind such Lot or Lots in the hands of the then Owners, his heirs, devisees, personal representatives and assigns. The personal obligation of the Member to pay the assessment shall, in addition, remain his personal obligation for the statutory period and a suit to recover a money judgment for non-payment of any assessment levied pursuant to this Declaration, or any installment thereof, may be maintained without foreclosing or waiving the lien created by this Declaration and the Maryland Contract Lien Act (Section 14-201 of the Real Property Article of the Annotated Code of Maryland).
      2. Subject to the terms of the Contract Lien Act, any assessment or installment which is not paid within ten (10) days after it is due, may, upon resolution of the Board of Directors, bear interest at a rate not to exceed the maximum legal rate permitted from time to time in the State of Maryland, and may, by resolution of the Board of Directors, subject the defaulting Member to a penalty, or "late charge" as the Board may fix, and the Association may bring an action at law against the defaulting Member, or foreclose on the lien against the Lot or Lots then belonging to said Member in the manner now or hereafter provided for the foreclosure of mortgages, deeds of trust or other liens on real property in the State of Maryland containing a power of sale and consent to a decree, and subject to the same requirements, both substantive and procedural, or as may otherwise from time to time be provided by law, in either of which events interest, costs and reasonable attorneys' fees of not less than fifteen percent (15%) of the sum claimed shall be added to the amount of each assessment.
      3. The Association may establish and enforce a lien for any assessment, annual, special or additional granted herein pursuant to the Maryland Contract Lien Act. A lien is imposed upon the Lot against which such assessment is made. A lien may be established and enforced for damages, costs of collection, late charges permitted by law, and attorneys' fees provided for herein or awarded by a court for breach of any of the covenants herein.
      4. The Association may notify the holder of the first mortgage on any Lot for which any assessment becomes delinquent for more than thirty (30) days and in any other case where the Owner of such Lot is in default of performance of any other obligation hereunder for more than thirty (30) days, but failure to give such notice shall not affect the validity or priority of the lien for a defaulted assessment.
   2. Assessment Certificates.
      1. On request, the Association shall furnish to any Member liable for an assessment (or any other party legitimately interested) a certificate signed by an officer of the Association, stating whether the assessment is paid or unpaid. Such certificate shall be conclusive evidence of the payment of any assessment therein stated to have been paid. The Association may charge a reasonable fee for each certificate.
   3. Acceleration of Installments.
      1. Upon default in the payment of any installment of any assessment, or any other installment thereof, the entire balance of said assessment may be accelerated at the option of the Board of Directors and be declared due and payable in full.
   4. Commencement of Annual Assessments.
      1. Except as otherwise resolved by the Board of Directors, the annual maintenance assessment for each Class A membership shall commence on the date a deed for the Lot to which such membership is appurtenant is delivered by the Declarant to the Member or to the closing agent. The first installment of each such annual assessment shall be made for the balance of the year during which a deed for the Lot is delivered to the Member or his closing agent and shall become due and payable and a lien on that date of delivery. Except as otherwise provided, the annual installments of each such annual assessment for a Lot for any year after the first year shall become due and payable and a lien on the first day of the month of the beginning of the Association's fiscal year.
   5. Assessment of Declarant and Its Successors.
      1. Until the lapse of the Class B memberships, as above provided, the Declarant and its successors shall be responsible for making certain payments to the Association, but shall not be subject to assessment by the Association as above provided. The Declarant and its successors shall pay to the Association annually:
         1. Declarant's pro rata share of the annual sum budgeted for reserve for replacements for those components of the Common areas and Community Facilities which are:
            1. Completed prior to the beginning of the applicable Association fiscal year;
            2. For which the pro rata replacement reserve amount for the completed component is specifically identified on the schedule serving as the basis for determining the annual amount assessed for replacement reserves;
         2. If the cumulative sum received by the Association for assessments paid by Class A Members, prior to the conveyance of 40 Class A memberships by Declarant, is not sufficient to fund all Association operating expenses (exclusive of sums assessed to fund replacement reserves), Declarant and its successors shall pay to the Association an amount equal to the excess of expenses over the cumulative total of annual assessments received from Class A Members.
            1. In no event shall the annual obligation of Declarant and its successors for payments to the Association towards replacement reserves and operating expenses exceed the total sum which Declarant and its successors would have paid had the annual Class A assessment amount been paid for each Lot owned by Declarant and its successors. For the purposes hereof, the proration aforesaid shall be accomplished by applying a fraction, the numerator of which is the total number of Lots owned by Declarant or any successor and the denominator of which is forty (40), the total number of Lots approved by Talbot County for ultimate recordation and subdivision; provided, however, that for purposes of establishing the numerator in the foregoing fraction, no subdivided Lot owned by the Declarant shall be included in the numerator of the foregoing fraction unless and until the Lot fronts upon a paved street and has been connected to the Community sewer system serving the Community via a sewer lateral connection line and clean-out facility. If Declarant elects to annex one additional Lot to the Property or Association as previously provided, the denominator for purposes of proration calculations shall be changed to forty-one (41).
   6. Exempt Property.
      1. No portion of the Common Areas or Community Facilities shall be subject to assessment of any kind by the Association.
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7. Article VII
   1. General Control of Construction and Land Use: The Environmental Preservation Committee (EPCOM).
      1. Except for construction or development done by or under contract with the Declarant, its successors or assigns, and except for any improvements to any Lot or to the Common Areas made by the Declarant concurrently with the construction and development of the Property, and except for purposes of proper maintenance and repair, no building, deck, fence, wall or other improvements or structures shall be placed, moved, altered or maintained upon the Property, nor shall any exterior addition to or change (including any change of color) or other alteration, including any alteration to the grade of any Lot or the change of any water runoff pattern, be made until the complete plans and specifications showing the location, nature, shape, height, material, color, type of construction and any other proposed form of change (including, without limitation, any other information specified by the EPCOM) shall have been submitted to and approved in writing as to harmony of external design, color and location in relation to surrounding structures and topography and conformity with the design concept for the Community by the Environmental Preservation Committee designated by the Board of Directors.
      2. If Declarant elects to annex a forty-first (41st) Lot to the Property or Association, the authority of this Section to exercise control over the initial house and accessory improvements constructed on such Lot shall be delegated exclusively to Declarant and its successors. After improvements approved by Declarant or its successors have been constructed on the annexed forty-first (41st) Lot, any subsequent construction or changes or additions to any improvements on the forty-first (41st) Lot shall be subject to the jurisdiction of this Section and the EPCOM.
      3. Subject to the same limitations as above provided, it shall be prohibited to install, attach, build, or remove any lighting, shades, screens, awnings, address plaques or numerals, patio covers, fences, wall, slabs, sidewalks, curbs, gutters, patios, balconies, porches, driveways, or to make any change or otherwise alter (including any alteration in color) in any manner whatsoever the exterior of any improvements constructed upon any Lot or upon any of the Common Areas, or to combine or otherwise join two or more Dwellings, or to partition them after combination, or to remove or alter any windows or exterior doors of any Dwelling, until the complete plans and specifications, showing the location, nature, shape, height, material color, type of construction and any other proposed form of change (including, without limitation, any other information specified by the EPCOM) shall have been submitted to and approved in writing as to safety, harmony of external design, color and location in relation to surrounding structures and topography and conformity with the design concept for the Community by the EPCOM designated by the Board of Directors.
   2. Mailboxes.
      1. Whether located upon a Lot or within the public right of way, no mailbox shall be installed or erected except upon approval as provided in this Article.
   3. EPCOM - Composition and Operation.
      1. EPCOM shall be composed of at least three (3) persons and not more than seven (7) persons designated by the Board of Directors. These members of the EPCOM shall have staggered terms, as the Board may assign. Until the EPCOM is designated, the functions of the EPCOM shall be performed by the Board of Directors.
      2. The affirmative vote of a majority of the members of the EPCOM shall be required in order to adopt or promulgate any rule or regulation, or to make any finding, determination, ruling or order, or to issue any permit, consent, authorization, approval or the like pursuant to the authority contained in this Article.
      3. Any member of the EPCOM may, at any time, resign from the EPCOM upon written notice to the other members of the EPCOM. Vacancies on the EPCOM, however caused, shall be filled by a majority vote of the Board of Directors within thirty (30) days of the creation of the vacancy. Any new member elected to the EPCOM to fill a vacancy shall serve the unexpired term of the EPCOM member vacated.
   4. Approvals.
      1. Upon approval by the EPCOM of any plans and specifications submitted to them, a copy of such plans and specifications, as approved, shall be deposited among the permanent records of the EPCOM and a copy noting such approval, in writing, shall be returned to the applicant. In the event the EPCOM fails to approve or disapprove any plans and specifications which may be submitted to it pursuant to the provisions of this Article within sixty (60) days after such plans and specifications (and all other materials and information required by the EPCOM) have been submitted to it in writing, then approval will not be required and this Article will be deemed to have been fully satisfied. If additional materials or information shall be required by the EPCOM, the sixty (60) day period described in this Section 4 shall commence on the date of receipt by the EPCOM of all such materials requested.
   5. Limitations.
      1. Construction or alterations in accordance with plans and specifications approved by the EPCOM shall be commenced within six (6) months of the date when they are approved by the EPCOM (whether by affirmative action or by forbearance from action, as stated in Section 4 of this Article), and shall be substantially completed within six (6) months of the date of commencement, or within such other period as the EPCOM shall specify in its approval. In the event construction is not commenced within the period required, the approval of the plans and specifications by the EPCOM shall be conclusively deemed to have lapsed and compliance with the provisions of this Article shall again be required. There shall be no deviation from the plans and specifications approved by the EPCOM without the prior consent in writing of the EPCOM. Approval of any particular plans and specifications or design shall not be construed as a waiver of the right of the EPCOM to disapprove such plans and specifications, or any elements or features thereof, in the event such plans and specifications are subsequently submitted for use in any other instance.
   6. Certificate of Compliance.
      1. Upon the completion of any project done in accordance with plans and specifications approved by the EPCOM, the EPCOM shall, at the request of the Owners of the applicable Lot, issue a certificate of compliance which shall be prima facie evidence that such construction, alteration or other improvements referenced in such certificate have been approved by the EPCOM and constructed or installed in full compliance with the provisions of this Article and with such other provisions and requirements of this Declaration as may be applicable.
   7. Rules and Regulations - Architectural Control.
      1. The EPCOM may from time to time adopt and promulgate such rules and regulations regarding the form and content of plans and specifications to be submitted for approval and may publish and record such statements of policy, standards, guidelines and establish such criteria relative to architectural styles or details, landscaping, fences, colors, setbacks, materials or other matters relative to architectural control and the protection of the environment, as it may consider necessary or appropriate. No such rules, regulations, statements, criteria or the like shall be construed as a waiver of the provisions of this Article or any other provision or requirement of this Declaration. The EPCOM may charge and collect a reasonable fee for the examination of any plans and specifications submitted for approval pursuant to the provisions of this Article. The decisions of the EPCOM shall be final except that any Member who is aggrieved by any action or forbearance from action by the EPCOM (or by any policy, standards or guidelines established by the EPCOM) may appeal the decision of the EPCOM to the Board of Directors and, upon the request of such Member, shall be entitled to a hearing before the Board of Directors of the Association.
      2. Any action or project requiring EPCOM approval which is carried out by a Member without that approval shall be a violation of this Declaration and shall be removed or terminated immediately upon notice from EPCOM or the Board of Directors. Any construction, alteration or other activity accomplished without required approval shall not be the subject of an application for EPCOM approval or Board of Directors appeal until and unless it is first removed. If the unapproved construction or alteration is not removed within thirty (30) days following notice to remove, the Board of Directors shall have the right but not the obligation to remove the violating alteration or improvement at the expense of the Member. Each Member shall be deemed to covenant to permit the entry of a delegate of the Board of Directors for such purpose and to pay for the costs of such undertaking.
   8. Standing Resolutions.
      1. EPCOM is authorized to adopt resolutions defining certain criteria, specifications or, as the case may be, performance standards, for frequently proposed types of home improvements. EPCOM shall make known to all Members any standing resolutions adopted. Any improvements or alterations accomplished in conformity with standing resolutions shall be deemed approved and permitted. An improvement which meets some, but not all, criteria of a standing resolution shall be submitted to EPCOM for approval, as above provided.
   9. Prohibited Uses and Nuisances.
      1. Except for the activities of the Declarant and its assignees during the construction or development of the Community, or as may be necessary in connection with reasonable and necessary repairs or maintenance upon the Common Areas, or unless expressly permitted by affirmative resolution of the EPCOM:
         1. No unsafe or offensive trade, activity or installation shall be carried on upon any Lot or within any Dwelling, nor shall anything be done therein, including landscaping or gardening, which may be or become an annoyance or nuisance to the neighborhood or other Members. Without limiting the generality of the foregoing, no speaker, horn, whistle, siren, bell or other sound device, except such devices as may be used exclusively for security purposes, shall be maintained on the exterior of any Dwelling or the exterior of any other improvements.
         2. The keeping, boarding or raising of animals, livestock, or poultry of any kind, regardless of number, shall be prohibited on any Lot or within any Dwelling, except that this shall not prohibit the keeping of dogs, cats or customary household animals as domestic pets, provided that such animals are not kept or bred for commercial purposes and, provided further, that such domestic pets are not a source of annoyance or nuisance to the neighborhood or Owners and do not roam at large. The Board of Directors or, upon resolution of the Board of Directors, the EPCOM, shall have the authority, after hearing, to determine whether a particular pet is a nuisance or a source of annoyance to other Members, and such determination shall be conclusive. Pets shall be attended at all times and shall be registered, licensed and inoculated as may from time to time be required by law. Pets shall not be permitted upon the Common Areas unless accompanied by a responsible person and unless they are under control or leashed. Any fecal waste deposited by a pet shall be forthwith removed by the responsible Member. The Board of Directors shall have the right to adopt such additional rules and regulations regarding pets, as it may from time to time consider necessary or appropriate. The Community shall be subject to an easement to the benefit of any Animal Control agents of Talbot County to permit their entry for the purposes of enforcing the animal control laws of the County.
         3. No lumber, metals, bulk materials, refuse or trash shall be stored or allowed to accumulate on any Lot, except building materials during the course of construction of any approved Dwelling or other permitted structure. This prohibition shall not be construed so as to prohibit the outdoor storage of up to one (1) cord of neatly stacked firewood.
         4. No burning of trash shall be permitted on any Lot. If trash or other refuse is to be disposed of by being picked up and carried away on a regular and recurring basis, containers may be placed in the open, following daylight, on any day that a pickup is to be made at such place on the Lot so as to provide access to persons making such pickup. At all other times trash containers shall be stored so that they cannot be seen from any public way or from any other Lot.
         5. No junk vehicle, unlicensed or inoperable motor vehicle, commercial vehicle, trailer, camp truck, house trailer, boat or boat trailer, motorcycle, bus or other similar machinery or equipment of any kind or character (except for such equipment and machinery as may be reasonable, customary and usual in connection with the use and maintenance of any Lot) shall be kept upon the Property or a street, whether public or private, serving the Property, unless stored or parked within garages or other permitted structures nor (except for bona fide emergencies) shall the repair or extraordinary maintenance of automobiles or other vehicles be carried out thereon. These prohibitions, however, shall not be construed to prohibit pick-up trucks of the 3/4 ton or smaller variety. Except when required to be open for ingress or egress, garage doors shall be kept closed. The provisions of this subsection shall apply to and bind all public streets within the Community. Enforcement of this Section (e) may be carried out by the Declarant, the Board of Directors, EPCOM or any agent designated by one of them and may include physical removal of the violating vehicle, at the expense of the Member.
         6. No structure of a temporary character shall be erected, used or maintained on any Lot at any time.
         7. No vegetables shall be cultivated in front yards or in other areas clearly visible from public streets, except with written permission of EPCOM.
         8. No landscaping shall be done with plants or trees having a mature height in excess of eight (8) feet except with written permission of EPCOM or except as permitted by a standing resolution. Members understand that the EPCOM will not approve a landscape "green wall," the effect of which would be to block the view of neighbors to open space, unless the potentially affected neighbors concur in writing to such planting.
         9. No structure shall be erected, placed or maintained on any Common Area except:
            1. Structures designed exclusively for the common use of Owners, including, but not limited to shelters, benches, chairs or seating facilities, fences and walls, walkways, roadways, parking facilities, sanitary facilities, gate houses, recreational or maintenance facilities and structures.
            2. Storm drainage and utility systems, water, sewer, telephone, gas, electricity and CATV lines or conduits.
            1. The Common Areas may be graded, planted with trees, shrubs or other plants and maintained there for the use and enjoyment of the Owners, or for the establishment, retention or preservation of the natural growth or topography of the Common Areas, for aesthetic reasons or for agricultural use. Where agricultural uses exist within the Common Areas, such activities as are customarily associated with agricultural practices shall be permitted, except as the same may be restricted by the Board of Directors.
         10. Except for entrance signs, directional signs, signs for traffic control or safety and such promotional or other informational sign or signs as may be maintained by the Declarant, no signs or advertising devices of any character shall be posted or displayed on or about any Lot or Dwelling; provided, however, that the following signs may be displayed in the manner described below when two (2) or more homes on the same block are "for sale" or "for lease" at the same time:
             1. One (1) temporary real estate sign, not exceeding four (4) square feet in area, may be displayed within a window of a home on any Lot placed upon the market for sale or rent. In the case of corner Lots, a sign of up to the maximum permitted area in size may be placed in one (1) window facing each street frontage.
             2. A sign containing red letters on a white field, reading "for sale" or "for lease," as appropriate, and measuring up to five (5) inches in height by the length of the standard mail box may be attached to the top of the Lot's curbside mailbox.
             3. A clear or white plastic hanger box measuring not more than nine (9) inches by twelve (12) inches may be attached to the side of the curbside mailbox to hold "information sheets" for pickup by anyone interested in obtaining information on the home that is for sale or lease.
             4. In addition to the permitted window sign, a real estate sign advertising that the Lot is "for sale" or "for lease" or advertising an "open house" may be displayed in the front yard of the Lot whenever the home that is for sale or lease is being held open for showing. Such "open house" yard sign shall be displayed only when someone is home, available to hold the home open for showing.
             1. When only one (1) Lot on the same block is available for sale or lease, the Member selling or leasing his Lot may elect to display a real estate yard sign of up to the allowable four (4) square feet in size in lieu of the permitted window sign and such sign may remain in the yard continuously until the home is sold or leased or until another Lot on the same block is placed on the market for sale or lease. When only a single Lot on the same block is available for sale or lease the Member also may display an "open house" sign, not exceeding four (4) square feet in area, when someone is home to hold the house open for showing.
             2. All such temporary real estate signs described in this Section shall be removed promptly following the sale or rental of such Lot. Political signs of a customary residential dimension, as permitted by local ordinance, are permitted, and shall be promptly removed following elections.
         11. No commercial activities shall be conducted on any Lot and no Lot shall be used for the purpose of boring, mining, quarrying, exploring for or removing oil or other hydrocarbons, minerals, gravel or earth.
         12. No structure, planting or other material shall be placed or permitted to remain upon any Lot which may damage or interfere with any easement for the installation or maintenance of utilities, or which may unreasonably change, obstruct or retard direction or flow of any surface flow patterns or drainage channels established by Declarant resulting in an adverse impact upon any Lot or Common Area.
         13. No trees measuring in excess of six (6) inches in diameter, two (2) feet above the ground shall be removed from any Lot without written approval of the Association acting through the EPCOM or duly appointed subcommittee in conformity with any law, ordinance or regulation promulgated on that subject. EPCOM may, from time to time, adopt and promulgate such additional rules and regulations regarding Owner installed landscaping and the preservation of trees and other natural resources and wildlife as it may consider appropriate.
         14. No poles or wires for the transmission of electricity, telephone and the like shall be placed or maintained above the surface of the ground on any Lot.
         15. Except as addressed by a standing resolution, no outside television aerial or radio antenna, or other aerial or antennae for either reception or transmission may be located in the front yard of any Lot, on the front vertical or front roof elevation of any home on any Lot, or which projects above the roof ridge line, shall be maintained upon the Property or Lot.
         16. No Lot shall be subdivided; provided, however, that this restriction shall not be construed to prohibit the adjustment or realignment of boundary lines between Lot or Lots and Common Areas, as long as such adjustment or realignment shall not create an additional Lot.
         17. No Dwelling and/or building appurtenant thereto, including, without limitation, detached garages, accessory dwellings, sheds, swimming pools, hot tubs, children's play houses, dog kennels, clotheslines, fuel tanks, garbage cans, incinerators, gardens, wood and/or compost piles shall be located within three (3) feet of any boundary line of any Lot.
         18. No excavation shall be made on any Lot except for the purpose of building thereon at the same time when the building operations are commenced, and no earth or sand shall be removed from any Lot except as a part of such operations; provided, however, that this restriction shall not be construed to prohibit the construction of in-ground swimming pools, in-ground hot tubs or ponds.
         19. No aboveground pool having a sidewall in excess of eighteen (18) inches in height or requiring a chlorination system shall be permitted on any Lot.
         20. No exterior lighting shall be placed or fixed in such a manner as to cause a concentrated beam or significant volume of light to be directed outside the boundaries of any Lot.
         21. No Lot shall be so used as to cause any pollution to waterways, streams or ponds on or adjacent to the Lots or to any adjoining property's water supplies. No Lots shall be so used or maintained as to cause any erosion of soil or sediment into such waterways, streams or ponds. During the grading and construction of any improvements upon any Lot, adequate arrangements shall be made to insure that no erosion of soil or sediment into such waterways, streams or ponds shall take place and that no water is diverted or concentrated in any manner which will cause flooding or erosion on any adjacent or downstream Lot or Common Area.
         22. Not more than one (1) Dwelling shall be erected on any one (1) Lot within the Property, and each Dwelling shall be restricted to a single family Dwelling.
         23. With the exception of vegetative landscaping improvements, no improvements of any type shall be permitted to be constructed within that portion of any Lot depicted and designated on the recorded plat(s) for recorded Lots within the Association as being situated within the limits of the Chesapeake Bay Critical Area.
         24. No hunting shall be permitted on any Lot or on any portion of the Common Areas, Community Facilities; provided, however, that this restriction shall not be deemed to prohibit such hunting on the Common Areas that have been authorized by the Board of Directors for purposes of predator or disease control.
         25. These restrictions shall not be construed as permitting any action or thing prohibited by the applicable zoning laws, or the laws, rules or regulations of any appropriate governmental authority. In the event of any such conflict, the most restrictive provision of such laws, rules, regulations or the restrictions shall be deemed to govern and control.
      2. The interpretation, application and enforcement of these restrictions shall all be within the discretion of the EPCOM and the Board of Directors.
   10. Residential Use.
       1. All Dwellings shall be used for private residential purposes exclusively. Nothing contained in this Article, or elsewhere in this Declaration, shall be construed to prohibit the Declarant from the use of any Common Area, Lot or Dwelling for promotional or display purposes, or as "model homes," a sales office, or the like. The foregoing limitations notwithstanding, Dwellings may be used for those home occupations permitted by the Talbot County zoning ordinance, provided the following criteria are met:
          1. The home occupation does not result in more than six (6) vehicular trips to the Dwelling each day by persons who are visiting by reason of the home occupation;
          2. Not more than one (1) non-resident person shall be employed in the Dwelling; and
          3. All parking demands created by the home occupation shall be satisfied on the Lot and within its driveway or garage, with no parking created by the home occupation being permitted upon the streets of the Community.
   11. Fences.
       1. Any fence constructed upon a Lot or the Property shall conform to the standards promulgated in standing resolutions or shall have been approved by EPCOM. The erection of all fences shall be subject to the provisions of Article VII of this Declaration and, further, shall be required to be erected in a manner avoiding any encroachment on a neighboring Lot; provided, however, that a fence may be erected directly upon the Lot line if done pursuant to an agreement between the adjoining Lot Owners which grants a license or easement for the encroachment and allocates responsibility for maintenance and replacement. A copy of such a fence agreement shall be deposited with the Board of Directors or EPCOM.
       2. Any fence installed by Declarant on or within a Lot line shall be the property of the Member owning that Lot and shall be maintained and, as needed, replaced or reconstructed to substantially the same dimension and appearance as originally constructed by Declarant. The obligation to maintain and reconstruct such fences shall bind and run with the Lot until and unless discharged by written direction or authorization of EPCOM or the Board of Directors.
   12. Maintenance.
       1. Each Owner shall keep his Lot, and all improvements in good order and repair, including, but not limited to, the seeding, watering and mowing of the lawn, the pruning and cutting of all trees and shrubbery and the painting (or other appropriate external care) of all buildings and other improvements, all in a manner and with such frequency as is consistent with good property management, to the extent that such exterior maintenance services are not provided by the Association. The Association shall have the right, but not the obligation, to correct any default of performance of a Member of this covenant. Neither the Association, its Directors, agents or employees shall be deemed to be a trespasser when coming upon the Lot of a defaulting Member, after reasonable notice of entry, to correct a default of performance. The cost of correcting such default may be assessed against the Lot in question and enforced against such Lot in accordance with the provisions of the Maryland Contract Lien Act.
       2. Each Owner shall be obligated to maintain all trees planted by Declarant on the Owner's Lot in a healthy condition and, for a period of ten (10) years following the conveyance of the Lot to Owner, to replace any trees which die with healthy trees of comparable size and type, which is to say, shade trees with shade trees, evergreens with evergreens and flowering or fruit trees with the same, but this shall not be deemed to required replacement with identical species of trees.
   13. Community Rules - Common Areas and Community Facilities.
       1. The Board of Directors may adopt and publish rules and regulations regarding the use of the Common Areas, as it deems appropriate and necessary for the common good. No rule or regulation published shall be considered a waiver or termination of any provision of this Declaration. The violation of any rule or regulation published by the Board of Directors shall be considered a violation of these covenants.
   14. Enforcement - Right to Remove or Correct Violations.
       1. In the event any violation or attempted violation of any of the covenants or restrictions contained in this Article 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, then the same shall be considered to have been done in violation of this Declaration and without the approval of the EPCOM as required, and, upon written notice from the EPCOM, after approval of such action by the Board of Directors, such violation shall be promptly removed or abated. If 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 the violation is delivered to the Owner of the Lot upon which such violation exists, then the EPCOM shall have the right, through its agents and employees, 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 these steps may be assessed against the Lot upon which this violation occurred and when so assessed, a statement for the amount shall be given to the Owner of the Lot when assessment is due and payable and shall be a continuing lien upon such Lot, and a binding personal obligation of the Owner of such Lot. Any lien established upon a Lot for such charges shall be subject to the provisions of the Contract Lien Act.
       2. The EPCOM shall have the further right, through its agents or employees, after reasonable notice, to enter upon and inspect any Lot at any reasonable time for the purpose of ascertaining whether any violation of the provisions of this Article or any of the other provisions or requirements of this Declaration exist on such Lot. Neither the EPCOM nor any agent or employee thereof shall be deemed to have committed a trespass or other wrongful act by reason of such entry or inspection. Further, the EPCOM shall have the authority to promulgate, enforce and collect a system of fines for the violation of any provisions of this Article.
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8. Article VIII
   1. Management Agent.
      1. The Board of Directors may employ a management agent or manager (the "Management Agent") for the Association at a rate of compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall from time to time authorize in writing, including, without limitation, the following:
         1. To establish (with the approval of the Board of Directors) and provide for the collection of the annual maintenance assessments and any other assessments permitted by this Declaration and to provide for the enforcement of liens therefor consistent with law and the provisions of this Declaration;
         2. To provide for the care, upkeep, maintenance and surveillance of the Common Areas and exteriors of the Dwellings, to the extent that exterior maintenance is required to correct a violation of these covenants;
         3. To hire and dismiss such personnel as may be required for the good working order, maintenance and efficient operation of the Common Areas;
         4. To promulgate (with the approval of the Board of Directors) and enforce rules and regulations and "house rules" or the like as may be deemed proper respecting the use of the Common Areas; and
         5. To provide such other services (including accounting services) for the Association as may be consistent with law and the provisions of this Declaration.
      2. Any management agreement entered by the Association shall provide that it may be terminated, with cause and without the payment of any termination fee, by either party upon thirty (30) days' written notice thereof to the other party, and without cause upon sixty (60) days written notice thereof to the other party. The term of a management agreement shall not exceed one (1) year; provided, however, that it may be renewable by agreement of the parties for successive one (1) year periods.
   2. Limitation of Liability.
      1. The Association shall not be liable for any failure of any services to be obtained by the Association or paid from 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 Association shall not be liable to any Member 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 assessment shall be claimed or allowed for inconvenience or discomfort arising from the making of repairs or improvements to the Common Areas or Community Facilities, or from any action taken by the Association to comply with the provisions of this Declaration or with any law or ordinance or with the order or directive of any municipal or other governmental authority.
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9. Article IX
   1. Reservation of Easement Rights by the Declarant.
      1. The Declarant hereby reserves a non-exclusive easement and right-of-way upon and through the Common Areas for the purposes of storage of building materials, grading, the installation, construction, maintenance, reconstruction and repair of sanitary sewer lines, water lines, cables, storm drains and related facilities, grading for surface drainage and for all other purposes reasonably related to the completion of construction and the provision of utility services and any other construction improvements to the Lots or Common Areas whether public or private, to the Community and all Lots in it and to other property adjacent to, or in the vicinity of, the Community. Instruments of conveyance made by the Declarant to the Association with respect to any of the Common Areas 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 be required to execute, acknowledge and deliver to the Declarant such further assurances of this reservation as may be necessary.
   2. Easements for Utilities and Related Purposes.
      1. The Association is authorized and empowered to grant licenses, easements and rights-of-way over the Common Areas for sewer lines, water lines, electrical cables, telephone cables, gas lines, storm drains, cables, underground conduits and such other purposes related to the provisions of utility services to the Community or adjacent property as may be considered necessary and appropriate by the Board of Directors for the orderly maintenance, preservation and enjoyment of the Common Areas and for the preservation of the health, safety, convenience and welfare of the Owners of the Lots or the Declarant. This power may be employed by the Declarant, with or without the advice or consent of the Board of Directors, for so long as Declarant is the Owner of a Lot.
   3. Utility and Drainage Easements.
      1. The Declarant reserves an easement over all land in each Lot lying within the minimum rear yard area or side-yard area defined by the Talbot County Zoning Ordinance, or within fifteen (15) feet of a roadway, for the installation and maintenance of utility lines or drainage structures and features, and no Member shall cause or permit the drainage features created by Declarant within such defined easement areas to be blocked or made ineffective for conveyance of storm water run-off across or through the easement area.
   4. Declarant's Construction Easements.
      1. There is hereby reserved to the Declarant, its successors or assigns, an easement to come upon and use so much of any Lot as lies within ten (10) feet of any Dwelling being constructed by Declarant, its successors or assigns, for the purpose of completing the construction of such Dwelling, and such easement shall continue until the completion of construction, as evidenced by the final inspection of that construction by Talbot County, Maryland. This easement shall be self-extinguishing and no further action shall be required following the final inspection of the construction of the house for the benefit of which the easement exists.
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10. Article X
    1. Amendment.
       1. Subject to the other limitations set forth in this Declaration, prior to the lapse of all of the Class B memberships in the Association, as in Article III provided, this Declaration may be amended only by an instrument executed and acknowledged by two-thirds (2/3) of the then Members of the Association, or such lesser proportion of the membership as may from time to time be permitted by the State of Maryland, or by regulations promulgated by the Veteran's Administration, FHLMC, FHA or FNMA, if any, and by the Declarant, which instrument shall be recorded among the Land Records for Talbot County, Maryland. Subject to the other limitations in this Declaration, following the lapse of all of the Class B memberships in the Association, as in Article III provided, this Declaration may be amended by an instrument executed and acknowledged by a majority of the Class A Members of the Association, which instrument shall be recorded among the Land Records fur the jurisdiction in which this Declaration is recorded. Unless a later date is specified in any such instrument, any amendment to this Declaration shall become effective on the date of recording, provided, however, that the Declarant may unilaterally accomplish any amendment required by the Veteran's Administration, Federal Housing Administration, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association or similar governmental or quasi- governmental agency, provided such amendment does not adversely effect, in a material way, the property interests of any Owner. No amendment, other than one accomplished unilaterally by Declarant as above provided, may be accomplished until all of the Property described in Exhibit A has been submitted to this Declaration.
    2. Duration.
       1. Unless amended in accordance with the provisions of Section 1 of this Article and the other requirements of this Declaration, and except where permanent easements or other permanent rights or interests are created, 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 thirty (30) years from the date of recordation of this Declaration, after which the covenants shall be automatically extended for successive periods of ten (10) years each.
    3. Construction and Enforcement.
       1. The provisions hereof shall be liberally construed to effectuate the purpose of creating a uniform plan for the development and operation of the Community. If there is any ambiguity or conflict in interpretation of intent for any provision of this Declaration while Declarant or its successors remain a Class B Member of the Association, a written statement of Declarant, which directed the preparation of this Declaration, as to interpretation of intent and meaning shall be deemed binding and conclusive in administering the provisions of this instrument. Enforcement of these covenants and restrictions shall be by any proceeding at law or in equity against any person or persons violating or attempting to violate any covenants or restrictions, either to restrain or enjoin violation or to recover damages or both, and against any Lot to enforce the lien created hereby; and the failure or forbearance by the Association to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter.
       2. There shall be and there is hereby created and declared to be a conclusive presumption that any violation or breach or attempted violation or breach of any of the within covenants or restrictions cannot be adequately remedied by action at law or exclusively by recovery of damages.
    4. Successors of Declarant.
       1. Any and all rights, reservations, easements, interests, exemptions, privileges and powers of the Declarant hereunder, or any part of them, may be assigned and transferred (exclusively or non-exclusively) by the Declarant, with or without notice to the Association including, but not limited to, all obligations of the Declarant under any pubic works agreements or any similar agreements related to the future use and maintenance of the Common Areas, Community Facilities, or any other areas intended for the benefit of the entire community.
    5. Incorporation by Reference on Resale.
       1. On the sale or other transfer of a Lot, any deed purporting to effect such transfer shall contain a provision incorporating by reference the covenants, restrictions, servitudes, easements, charges and liens set forth in this Declaration.
    6. Notices.
       1. Any notice required to be sent to any Member or Owner under the provisions of this Declaration shall be deemed to have been properly sent when delivered in person, on the next business day after deposit with a recognized overnight delivery service, on the second day after being sent by certified or registered mail, return receipt requested, postage prepaid, or mailed, by ordinary mail, postpaid, to the last known address of the person who appears as Member or Owner on the records of the Association at the time of such mailing.
    7. No Dedication to Public Use.
       1. Nothing in this Declaration shall be construed as a dedication to public use or as an acceptance for maintenance of any Common Areas or Community Facility by any public or municipal agency, authority, or utility and no public or municipal agency, authority or utility shall have any responsibility or liability for the maintenance or operation of any of the Common Areas or Community Facilities.
    8. Severability.
       1. Invalidation of any one of these covenants or restrictions by judgment, decree or order shall in no way affect any other provisions hereof, each of which shall remain in full force and effect.
    9. Consents.
       1. Any other provision of this Declaration to the contrary notwithstanding, neither the Members, the Board of Directors nor the Association shall, by act or omission, take any of the following actions without the prior written consent and approval of the holders of at least two-thirds (2/3rds) of the first mortgages of record on the Lots:
          1. Abandon, partition, subdivide, encumber, sell or transfer any of the Common Areas; provided, however, that the granting of rights-of-way, easements and the like for public utilities or for other purposes consistent with the use of the Common Areas by the Members of the Association shall not be considered a transfer within the meaning of this Section;
          2. Abandon or terminate this Declaration;
          3. Modify the method of determining and collecting common expense assessments or other assessments as provided for in this Declaration;
          4. Resolve to use the proceeds of casualty insurance for any purpose other than the repair, replacement or reconstruction of the Common Areas; or
          5. Modify or amend any material or substantive provision of this Declaration or the By-Laws of the Association.
       2. No suit or other proceeding may be brought to foreclose the lien for any assessment levied pursuant to this Declaration except after ten (10) days' written notice to the holder of the first mortgage on the Lot which is the subject matter of such suit or proceeding.
       3. Any institutional first mortgagee of any Lot may pay any taxes, utility charges or other charges levied against the Common Areas which are in default and which may or have become a charge or lien against any of the Common Areas, and any such institutional first mortgagee may pay any overdue premiums on any hazard insurance policy or secure new hazard insurance coverage on the lapse of any policy, with respect to the Common Areas. Any first mortgagee who advances any such payment shall be due immediate reimbursement of the amount so advanced from the Association.
    10. Casualty Losses.
        1. In the event of substantial damage or destruction to any of the Common Areas or Community Facilities, the Board of Directors shall give prompt written notice of the damage or destruction to the holders of all first mortgages of record on the Lots. No provision of this Declaration or the By-Laws of the Association shall entitle any Member to any priority over the holder of any first mortgage of record on his Lot with respect to the distribution to such Member of any insurance proceeds paid or payable on account of any damage or destruction of any of the Common Areas or Community Facilities.
    11. Condemnation or Eminent Domain.
        1. If any part of the Common Areas is made the subject matter of any condemnation or eminent domain proceeding, or is otherwise sought to be acquired by any condemning authority, if such proceeding involves the offer by the governmental authority to pay One Hundred Fifty Thousand Dollars ($150,000.00) or more, or if the value of the property sought to be taken is valued by the Board of Directors at that amount, or more, then the Board of Directors of the Association shall give prompt written notice of such proceeding or proposed acquisition to the holders of all first mortgages of record on the Lots. An award or payment of a lesser amount shall be received by the Association and applied as a part of the general fund of the Association and no Member shall have any interest therein. No provision of this Declaration or the By-Laws of the Association shall entitle any Member to any priority over the holder of any first mortgage of record on his Lot with respect to the distribution to such Member of the proceeds of any condemnation or settlement relating to a taking of any of the Common Areas.
    12. Cautions and Gender.
        1. The captions contained in this Declaration are for convenience only and are not a part of this Declaration and are not intended in any way to limit or enlarge the terms and provisions of this Declaration. Whenever the context so requires, the male shall include all genders and the singular shall include the plural.
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IN WITNESS WHEREOF, SEAWRIGHT CORPORATION,

by its President, D. Stephen Seawright, as Manager of Declarant,

has executed this Declaration as Declarant,

as of the year and day first above written.

STATE OF MARYLAND, COUNTY OF ____________________:

I HEREBY CERTIFY that on the _____ day of _______________, 2002, before me, the subscriber, a Notary Public of the aforesaid State, personally appeared D. Stephen Seawright, President of Seawright Corporation, Manager of Back Creek Landing LLC, known to me (or satisfactorily proven) to be the persons who executed the foregoing Declaration and acknowledged that he executed the same for the purposes therein contained.

WITNESS my hand and Notarial Seal the year and day first above written.

_______________________

Notary Public

My Commission Expires:

____________________

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EXHIBIT A

ALL that lot, tract or parcel of land containing 62.449 acres, more or less, situate, lying and being on the westerly side of Pea Neck Road in the Second Election District of Talbot County, Maryland, and being more particularly shown on a Plat prepared by Lane Engineering, Inc., titled "PLAT SHOWING THE LAND OF ALLEN M. BRYAN, ET AL. IN THE SECOND ELECTION DISTRICT TALBOT COUNTY, MARYLAND TAX MAP 32 GRID 15 PARCEL 137," dated September 19, 2001, and recorded among the Plat Records of Talbot County, Maryland in Liber 81, folio 159; reference being hereby made to said Plat and the record thereof for a more complete description of said property by metes and bounds, courses and distances.

SAID property also constituting all that land depicted on a Plat consisting of two (2) sheets prepared by Lane Engineering, Inc., titled "FINAL PLAT & FOREST CONSERVATION PLAN #2001-11 BACK CREEK LANDING IN THE SECOND ELECTION DISTRICT TALBOT COUNTY, MARYLAND TAX MAP 32 GRID 15 PARCEL 137," dated May 7, 2002 (revised through June 18, 2002), and recorded among the Plat Records of Talbot County, Maryland in Liber 81, folios 160 and 161, and being more particularly shown and described thereon as follows:

1. The Lots shown and designated as Lots 1 through 41, inclusive;
2. The Roadways shown and designated as Back Creek Drive, Pond Haven Lane, Hart Glen Court and Gosling Pond Court; and
3. The Community Open Space Area containing 38.901 Acres, more or less.

BEING the same property conveyed by Bryan Brothers LLC, a Maryland limited liability company, to Back Creek Landing LLC, a Maryland limited liability company, by a Deed dated June 20, 2002, and recorded among the Land Records of Talbot County, Maryland in Liber 1069, folio 800.

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