DECLARATION OF PROTECTIVE AND RESTRICTIVE COVENANTS

FOR RIVERVIEW RANCHES I AND II

THIS DECLARATION dated this 4TH day of September , 1992 is set forth by BILLY J. Bardin and William J. Bardin collectively hereinafter referred to as the "Declarant".

Recitals

A. The Declarant owns Lots 4 through 9 of the Riverview Ranches I.  Project 83-248, according to plat recorded at Reception No. 513329, and amended in Project 95-315, with the amended plat recorded at Recption No. 525662, and Lots 1, 2, and 3 of Riverview Ranches II, Project 34-199, according to plat recorded at Reception No. 513228, and amended by plat recorded at Reception No. 553780, all located in La Plata County, Colorado (the "Property").

B. The Declarant desires to subject the Property, the majority of which is lots ("Lots") located therein, to the covenants, conditions, and restrictions set forth below which are for the purpose of protecting the value and desirability of the Property and Lots, and are for the purpose of distributing among the lot owners the cost of maintaining and operating the roadways and common areas located within the Property and any improvements constructed thereon.

C. The Declarant affirmatively states that Lots 1, 2 and 3 of Riverview Ranches I and Lot 1 of Riverview Ranches II are excluded from the Property subject to these covenants, conditions, and restrictions as set forth below.

D. The Property shall be held, sold and conveyed subject to the covenants, conditions, and restrictions set forth below.

ARTICLE I

DEFINITIONS

A. "Declarant" means Billy J. Bardin and William J. Bardin and any successor or assignes thereof to whom they shall convey or otherwise transfer all the right, title and Interest in the Property then owned by them, and to whom they shall expressly transfer and assign all their rights, titles, and Interest under this Declaration, or any amendment or modification thereof.

B. "Lot Owner" means the person, or legal entity, or the combination thereof, including contract sellers, holding the record fee simple or perpetually renewable leasehold interest in a lot, as lots are now or may from time to time hereafter be created or established. The term "Lot Owner* does not mean any contract purchaser, or any mortgagee or other person or legal entity holding an interest in the lot a security for the performance of an obligation.

C."Property" means the real property located in the Recitals paragraph A above.

D. "Lot" means and refers to any plot of land shown on recorded subdivision maps of the Property with the exception of roadways.

ARTICLE II

ARCHITECTURAL DESIGN

A. Architectural Design Committee. The Declarant shall appoint an Architectural Design Committee consisting of at least three, and at the most five, Individuals. Members of the ADC shall be comprised of Lot owners or those who own real property adjacent to the Property. Adjacent property owners Richard Davies and Tom Courney shall serve on the initial ADC along with Billy J. Bardin and two additional Lot Owners appointed by the Declarant.  As long as the Declarant owns Lots in the Property, ADC members may be appointed and removed at the Declarant's discretion. If the Declarant no longer owns Lots in the Property, the members of the ADC shall be removed and appointed by a majority vote of the members of the ADC.

B. ADC Approval Required. No dwelling or other Improvements shall be constructed, erected, placed, altered, maintained, or permitted on any Lot, nor shall any construction or excavation whatsoever be commenced or materials, equipment, or construction vehicles be placed on any Lot owned by any person or entity other than the Declarant until plans and specifications with respect thereto have been submitted to and approved in writing by the ADC. The plans and specifications shall show the proposed improvements, plat layout, and all exterior elevations, materials and colors, landscaping, grading, easements and utilities, and such other information as may. be requested by the ADC. Such plans and specifications shall be submitted in writing and be signed by the Lot Owner or the Lot Owner's authorized agent. A vote of the majority of members shall constitute the action of the ADC.

C. Basis for Approval. Approval shall be based, among other things, on: suitabillity of exterior design, colors, and material, relation of the proposed improvements to the natural topography. grade, and finished ground elevation; relation of the structure to neighboring structure and the natural features of the Property: and conformity with the plans and specifications to the purpose and general plan and intent of these restrictions The ADC shall not arbitrarily or unreasonably withhold its approval, for such plans and specifications.

D. Limitation of Liabillity. Neither the ADC, nor the Declarant, nor their respective successors or assigns, shall be liable in damages to anyone submitting plans to the ADC for approval, or to any owner affected by this Declaration, by reason of mistake in judgment, negligence, or nonfeasance arising out of or In connection with the approval or disapproval of or failure to approve any such plans and specifications. Every owner or other person who submits plans to the ADC for approval agrees, by submission of such plans and specifications, that he will not bring any action or suit against the ADC or Declarant to recover any each damages. Approval by the ADC shall not be deemed to constitute compliance with 'the regulations of any local building codes, and It shall be the responsibility of the Lot Owner and other persons submitting the plans to the ADC to comply therewith.

ARTICLE III

PROTECTIVE COVENANTS

A. Covenants Run with the Lend. The Property shall be held, transferred. sold, conveyed, leased, and occupied subject to the protective covenants, conditions, and restrictions set forth in this Article, all of which shall run with the land: provided, however, that in the event of any conflict between the requirements of this Article and the requirements of the building laws of the State of Colorado and the County of La Plata, Colorado, the more restrictive of the two shall govern.

B. Lot Activities. No Lot shall be used except for private residential purposes. No commercial, industrial or retail type of operation or business shall be conducted on any of the Lots.

C. Building Sites. All residences shall have at least 1,600 square feet of livable area if the Lot has no river frontage, and 2,000 square feet if the lot has river frontage. If two stories are built, the square footage shall be 2,000 square feet for lots without river frontage and 2,400 square feet for lots with river frontage.

D. Garages and Outbuildings. All residences must have a garage for at least two cars, A carport or at least two cars is allowed but must be enclosed on all but the front side and at best two-thirds of the height at the residence. The garage or carport must be constructed of the same material and design as the residence. Only one outbuilding Is permitted per lot, in addition to a garage. The outbuilding may be a guest house, but cannot be used for rental purposes. Outbuildings shall be of a permanent nature and be of the same general construction, using the same material and design as the residence. No temporary buildings. trailers, mobile or modular homes shall be permitted.

E. Construction. Any construction on the Property shall be diligently pursued and shall be completed within twelve months of the date of commencement Construction shall be in compliance with all La Plata County building rules and regulations. The structure designed for human occupancy shall have a septic system and water supply approved by the appropriate government entities.

F. Vehicle Storage. No vehicle shall be parked or stored on any access road of the Property. All vehicles stored on the Lots, such as automobiles, trucks, boats, trailers, recreational vehicles, campers, etc. must be garaged or parked out of view neighbors. Old and disabled vehicles not operable must be removed from the premises unless garaged.

G. Animals. must be kept under control by their owners within the boundaries of of each Lot. Pets will not be allowed to cause any disturbances such as excessive barking. chasing of wildlife, bicycles, livestock, etc. Each Lot shall be restricted to no more than two dogs and two cats. No large animals shall be permitted, except horses. No more than two horses per Lot shall be permitted. Pasture must not be overgrazed.

H. Prohibited Activities. Hunting is prohibited and fishing on land other than that owned by the Lot Owner is allowed only with written permission. No loud or undue noises are permitted. No noxious or offensive activity shall be permitted on any of the lots. Use of the adjacent Bardin-Walker Ranch to prohibited unless written permission is obtained.

I. Fences. Peripheral fences shall be constructed according to the Colorado division of wildlife standards to minimize impact on deer and elk.

J. Environment. Natural trees and vegetation shall be reasonably preserved by each Lot Owner on his/her Lot. All surface areas on the Lots disturbed by construction shall be promptly returned to their natural condition except construction of gardens, lawns, and exterior lining areas.

K. Signs. No signs except one construction sign and one for sale sign shall be permitted on the Lot. The permitted signs shall be no larger than two square feet.

L.Trash Disposal. No trash or other refuse shall be stored or dumped on any lot within the Property or adjacent lands. Trash shall be stored in receptacles which shall be screened from public view and protected from disturbance. All trash shall be removed on a regular basis, no less than once a week by the Lot Owner.

ARTICLE IV

ROADS

A. Maintenance, Snow Removal and Dust Control. As long as the Declarant owns Lots in the Property. The Declarant or a designee shall be responsible for maintenance, snow removal, and dust control of access roads to the Property where utilised by Lot Owners. An access road does not include driveways on the individual Lots. The Declarant shall be entitled to levy an assessment on the Lot Owners to pay for maintenance and snow removal. The Declarant may make the assessments and demand payment of the assessments at any time after the covenants have been recorded with the La Plata County Clerk and Recorder. The assessment shall begin on September 1 of each year. If all monies are not utilised through the course of the maintenance, snow removal, and dust control for the assessment year from September 1 through August 31, then the remainder may be held by the Declarant for the successive year and credited to the Lot Owner for assessments for that successive year. The Declarant reserves the right to adjust the assessments on an as-needed basis.

B. Paving . If the Declarant, at their discretion, elects to asphalt pave the access road and work commences prior to September 1993, the Lot Owners agree to the following payment schedule: For Riverview Ranches I Lot Owners $2,500.00 if Bardin Road is paved to Walker Lane turnoff, $3,500.00 if Bardin Road and Walker Lane are paved; for Riverview Ranches II Lot Owners, $2,500 if Bardin Road Is paved to Walker Lane turnoff, $3,500.00 if Bardin Road is paved to the former railroad bed, and $4,500.00 if paved to lot boundaries. If the Declarant, at their discretion, elects to asphalt pave the access road and work commences after September 1993, the Lot Owners agree to pay an assessment equal to the cost of the paving project divided by fifteen (15). All paving assessments may be paid pursuant to a promissory note executed by the Lot Owners to the Declarant where amounts would be payable over two years from the date work commences at 8% annual interest in amortized monthly payments.

ARTICLE V

ENFORCEMENT

A. Parties Entitled to Enforce Declaration. The provisions herein contained shall run with the land and be binding upon and inure to the benefit of the Declarant and the Lot Owners within the Property. These provisions may by enforced by the Declarant or their assigns. Each owner by acquiring an interest in this Property appoints Irrevocably the Declarant as such Lot Owner's attorney-in-fact for such purposes; provided, however, that if a Lot Owner notifies the Declarant in writing of a claimed violation of the provisions herein contained and the Declarant fails to take action to remedy the violation within thirty days after receipt of such notification, then, and in that event only, the Lot Owner may separately at such Lot Owner's own cost and expense, enforce the provisions herein.

H. Method of Enforcement. Violation of any of the provisions herein contained shall give the entitled enforcing party the right ;

1.To enter upon the portion of the Property wherein said violation or breach exists and summarily to abate and remove at the expense of the Owner, any structure. thing, or condition that may exist thereon, contrary to the intent and meaning of the provisions hereof:

2. To prosecute a proceeding at law or in equity against the person or persons who are violated or seen attempting to violate any of the provisions herein to enjoin and prevent them from doing so;

3. To cause said violation to be remedied or to recover damages for said violation.

C.Remedies. Every violation of this Declaration or any part thereof is hereby declared to be and becomes a nuisance and every public or private remedy allowed therefore by law or equity against a Lot Owner, shall be, applicable against every such violation and may by execised by the entitled enforcing party pursuant to this Article and any legal or equitable proceeding for the enforcement or restrain the violation of this Declaration or any provisions thereof, the losing party or parties shall pay the reasonable attorney fees of the prevailing party or parties in an amount as may be fixed by the court to such proceedings. All remedies provided herein or at law or in equity shall be cumulative and exclusive. The failure of the Declarant to enforce any provisios of this Declaration herein contained shall in no event by deemed to be a waiver of the right to do so for subsequent violations or of the right to enforce any other provisions thereof and the above-named entity shall not be liable therefor.

ARTICLE VI

HOMEOWNERS ASSOCIATION

A. At any time when the Declarant owns a Lot within the Property, and with the Declarant's permission, the Lot Owners may agree by a majority to to form a homeowners association. At the time the Declarant no longer owns any Lot within the Property, the Lot Owners shall have the responsibillity to form a homeowners association. The homeowners association shall assume the duties of the Declarant under this Declaration when the Declarant elects to assign the duties, or when the Declarant no longer owns a Lot in the Property. The members of the homeowners association shall consist each Lot Owner in the Property.

ARTICLE VII

GENERAL PROVISIONS

A.No Representations. Except as expressly set forth herein, Declarant , makes no representations regarding the use of the Property and the restrictions placed thereon by these covenants by the County of La Plata or any other governmental authority. Declarant makes no representations as to the existence, preservations, or permanence of any view from any Lot.

B.Notices. Any notice required to be sent to any member or Lot Owner under the provisions of this Declaration shall be deemed to have been properly when mailed, postage pre paid, to the last known address of the person who appears as the Lot Owner in the records of La Plata County at the time of such mailing. It shall be the Lot Owner's responsibillity to provide the Declarant with updated information regarding the address of the Lot Owner.

C. Severability. All provisions contained in this Declaration shall be construed togther, but if It shall at anytime be held that any one of such provisions, or any part thereof, is or has become invalid, or for any reason is or has become unenforceable, no provision, or any part thereof,thereby affected or impaired.

D.Amendment. The covenants and restrictions of this declaration shall run with and bind the Property, for a term of 40 years from the date this Declaration is recorded, after which they shall be automatically extended for successive periods of ten years, unless, prior to their expiration of the then current term, a written Instrument shall be executed by the then Lot Owners of 75% of the Lots stating that this Declaration shall expire at the end of the then term. This Declaration may be amended during the first 40-dear period by an Instrument signed by the Lot Owners of not less than two-thirds of the Lots, and thereafter by an instrument signed by the Owners of not less than 70% of the Lots. Any amendment meet be recorded, with the La Plata County Clerk and Recorder.

PERSONAL REPRESENTATIVES DEED

(CORRECTION DEED)

THIS CORRECTION DEED Is made by VERA ODESSA WALKER, as Personal Representative of the Estate of Fort Vernon Walker, Jr.. Deceased, GRANTOR, to BILLY J. BARDIN, 2 Stewart Place, Durango, Colorado, GRANTEE.

WHEREAS, Grantor Is the qualified Personal Representative of said Estate, Probate No. 86PR47, La Plata County, Colorado, and

WHEREAS, Grantor executed a Personal Representative's Deed to Stephen R. Walker, Trustee under the Last Will and Testament of Fort Vernon Walker, which was recorded on May 29, 1987 at Reception No. 548478, with the La Plata County Clerk and Recorder, and

WHEREAS, the deed to Stephen R. Walker contained a typographical error In the legal description of Lot 3 of the Riverview Ranches II subdivision which was subsequently conveyed to Billy J. Bardin by Stephen R. Walker.

The 1987 Personal Ropresentative's Deed to Stephen R. Walker conveyed Lot 3, of Riverview Ranches, Category 1, Project 83-190: the property conveyed should have been Lot 3 of Riverview Ranches, Category 1, Project 84-190, according to the amended Plat thereof flied for record October 2, 1987 as Reception No. 553780 with La Plata County Clark and Recorder.

THEREFORE, Grantor conveys, assigns, transfers and releases to 13111y J. Bardin an right, title and Interest of the decedent, Fort Vernon Walker, Jr., in Lot 3 of Riverview Ranches, Category 1, Project 84190, according to the amended Plat thereof filed for record October 2, 1987 as Reception No.553780, La Plata County Clerk and Recorder.

Reception#646041

AMENDMENT TO DECLARATION OF PROTECTIVE AND RESTRICTIVE

COVENANTS AND PLATS FOR RIVERVIEW RANCHES I AND II

Recitals

A. On or about September 8, 1992, the Declaration of Protective and Restrictive Covenants for Riverview Ranches I and II was recorded at Reception No. 633184 with the La Plata County Clerk and-Recorder ("Covenants").

B. The property subject to the covenants included Lots 4 thru 9 of Riverview Ranches I, Project 83-248, according to Plat recorded at Reception No. 513229, and amended in Project 85-215, with the Amended Plat recorded at Reception No. 525662, and Lots 1, 2, and 3 of Riverview Ranches 11; Project 84-190, according to the Plat recorded at Reception No. 513228, and amended by the Plat recorded at Reception No. 553780, all located in La Plata County, Colorado (the "Lots").

C. The Plat for Riverview Ranches II, recorded at Reception No. 513228, and amended by the Plat recorded at Reception No. 553780, with the La Plata County Clerk and Recorder, includes a line designated as the "Construction Set-Back Line" for Lots 1, 2, and 3.

D. The Covenants state In Article VIll (d), that they may be amended by the written approval of the owners of not less than two-thirds (2/3) of the lots within the first 40 year period of the Instrument.

E. Billy J. Bardin and William J. Barain own Lots 4, 5, 6, 7 and 9 of Riverview Ranches I and Billy J. Bardin solely owns Lots 2 and 3 of Riverview Ranches 11, or jointly they own 78% of the lots, and wish to amend the covenants and plats of Riverview Ranches II to delete the Construction Set-Back Line.

Amendment

Therefore, Billy J. Bardin and William J. Bardin, as authorized by the Covenants, do hereby amend the Covenants and appropriate plat as follows:

1. The Construction Set-Back Line as Indicated on the Plat for Riverview Ranches II, In said Plat being recorded at No. 513228, and amended at Reception No. 553780, of the La Plata County Clerk and Recorder, Colorado Is hereby deleted and removed from said Plat. Any construction on Lots 1, 2, and 3 of Riverview Ranches II shall only be subject to any and all set-back requirements of the current La Plata County building code, or as the La Plata County building code shall be amended.

Reception# 646350

AMENDMENT TO DECLARATION OF PROTECTIVE AND RESTRICTIVE COVENANATS FOR RIVERVIEW RANCHES I AND II

Recitals

A. On or about September 8, 1992, the Declaration of Protective and Restrictive Covenants for Riverview Ranches I and (I was recorded at Reception No. 633184 with the La Plata County Clerk and Recorder ("Covenants").

B. The property subject to the covenants included. Lots 4 thru 9 of Riverview Ranches I, Project 83-248, according to Plat recorded at Reception No. 513229, and amended In Project 85-215, with the Amended Plat recorded at Reception No. 525862, and Lots 1, 2, and 3 of Riverview Ranches 11, Project 84-190, according to the Plat recorded at Reception No. 513228, and amended by the Plat recorded at Reception No. 553780, all located in La Plata County, Colorado (the "Lots").

C. The covenants set forth In Article III, Protective Covenants, activities and construction which are allowed on the lots, including restrictions for building size, garages and outbuildings, and construction.

D. The Covenants state in Article VIII (d), that they may he amended by the written approval of the owners of not less than two-thirds (2/3) of the lots within the first 40 year period of the Instrument. `

E. Billy J. Bardin and William J. Bardin own Lots 4, 5, 6, 7 and 9 of Riverview Ranches I and Lot 1 of Riverview Ranches II, and Billy J. Bardin solely owns Lots 2 and 3 of Riverview Ranches II, or jointly they own 89% of the lots, and wish to amend the Covenants of Riverview Ranches II to allow for the continued location of a barn on Lot 1 which may not comply with the Covenants.

Amendment

Therefore, Billy J. Bardin and William J. Bardin, as authorized by the Covenants, do hereby amend the Covenants as follows:

1. The barn measuring approximately 40 feet by 60 feet, and constructed of wood, and having existed for at least 25 years on the south edge of Lot 1 of Riverview Ranches II, hereby receives a variance from the Protective Covenants, Article III, In the Covenants for any violation of said covenants, and may continue to be located in Its current location perpetually, may continue its historical use perpetually, and by maintained and repaired as necessary.