Declaration of Covenants, Conditions and Restrictions
Glen Oaks Ranch

THIS DECLARATION, is made by California Land & Ranches, Inc., a California corporation (“Declarant”), the owner of record of the property herein along with their successors, assigns and designees.

This Declaration is being recorded to establish a general plan for the development, sale, lease and use of Glen Oaks Ranch (the “Property”) in order to protect and enhance the value and desirability of the Property. Declarant declares that all of the Property shall be held, sold and conveyed subject to the Declaration.

By acceptance of a deed or by acquiring any interest in any of the property subject to this Declaration, each person or entity, for him/herself or itself, his/her heirs, personal representatives, successors, transferees and assign, binds him/herself, his/her heirs, personal representatives, successors, transferees and assigns, to all of the provisions, restrictions, covenants, conditions rules, and regulations now or hereafter imposed by this Declaration and any amendments thereof.

In addition, each such person by so doing thereby acknowledges that this Declaration sets forth a general scheme for the development, sale, lease and use of the Property and hereby evidences his/her interest that all the restrictions, conditions, covenants, rules and regulations contained in this Declaration shall run with the land and be binding on all subsequent and future Owners, grantees, purchasers, assignees, lessees and transferees thereof.

Furthermore, each such person fully understands and acknowledges that this Declaration shall be mutually beneficial, prohibitive and enforceable by Declarant, the Association, and all Owners. Declarant, their successors, assigns and grantees, covenant and agree that the Parcels and the membership in the Association and the other rights created by this Declaration shall not be separated or separately conveyed, and each membership shall be deemed to be conveyed or encumbered with its respective Parcel even though the description in the instrument of conveyance or encumbrance may refer only to the Parcel.

1. DEFINITIONS

As used herein, the following terms have the following meanings: 1.1 “Additional Property” means the real property owned by Declarant which is adjacent to or situated within the vicinity of the Property, together with all improvements situated thereon, which Declarant may subsequently annex and make part of the Property and which would be subject to this Declaration.

1.2 “Architectural Guidelines” means any additional guidelines for the construction of any structure or improvement on the Property set forth by the Architectural Review Committee in addition to those set for the in this Declaration.

1.3 “Architectural Review Committee” means the committee appointed by the Association’s board of directors, whose purpose is to review the plans for all buildings, walls, fences or other structures prior to construction.

1.4 “Association” means the Glen Oaks Ranch Property Owners Association, a California Mutual benefit Corporation, as referred to in Section 2 of this Declaration.

1.5 “Board” means the board of directors of the Glen Oaks Ranch Property Owners Association.

1.6 “Common Areas” means all real property or easements along with any amenities, improvements or facilities located thereon, that are owned, leased or granted to the Association for the common use and enjoyment of its Members (the Owners). Common Areas may include, but are not limited to, interior roadways, easements, or any other areas or facilities designated by Declarant to be Common Area and granted to the Association herein or on the Recorded Parcel Map of the Property for the benefit of its Members.

1.7 “Declarant” means California Land & Ranches, Inc. a California corporation, as the owner of record of the Property.

1.8 “Declaration” means this Declaration of Covenants, Conditions, and Restrictions.

1.9 “First Deed of Trust” means any deed of trust or realty mortgage, or agreement for sale made in good faith and for value and properly executed and recorded so as to create a lien on any Parcel or Parcels that is prior to the lien of any other deed of trust or realty mortgage.

1.10 “Member” means the Owner of record of any Parcel located within the Project as a member of the Glen Oaks Ranch Property Owners Association.

1.11 “Owner” shall mean and refer to the owner of record, whether one or more persons or entities, of fee or equitable or beneficial title to any Parcel, including Declarant. Owner shall exclude the purchaser of a parcel under any executory contract for purchase. The foregoing definition does not include persons or entities that hold an interest in any Parcel solely as security for the performance of an obligation.

1.12 “Parcel” or “Parcels” means a portion of the Project intended for independent ownership and use and designated as a Parcel on the Recorded Parcel Map, either individually or collectively as the case may be as such divisions maybe allowed by law.

1.13 “Property” or “Project” means the real property described on Exhibit “A” (and any amendments thereto), attached to this Declaration, together with all improvements located thereon, and all Additional Property, together with all improvements located thereon, which is annexed and subjected to this Declaration by the Declarant. The Property is initially comprised of “Glen Oaks Ranch” and shown on the Parcel Map 9562.

1.14 “Parcel Map” means the recorded Parcel Map 9562 as recorded in the official records of Kern County, California, in Docket #115631, Pages 121 – 127, and as thereafter may be amended or supplemented, together with all subsequent Parcel Maps for any Additional Property.

1.15 “Transition Date” means that date specified on or before which the Declarant transfers control of the Association to its Members or at such time as one hundred percent (100% of the Parcels have been sold or earlier, at the Declarant’s option.

2. PROPERTY OWNERS ASSOCIATION

2.1 Purpose: The Property shall be subject to the Glen Oaks Property Owners Association. The purpose of the Association is:
(1) To maintain, repair and improve; (a) the common roadways, gates, fences and roadway drainage facilities located on or within the Property; and (b) any other Common Areas benefiting the Property and designated by Declarant for maintenance by the Association.
(2) To maintain, repair and improve roadways on land not within the Property that lie within public or private easements, but only if such roadways provide access to the Property from highways and roads maintained by public funds. Nothing stated in subpart 2.1(2) shall be construed to require the Association to maintain the roadways described in that subpart.
(3) To enforce the provisions set forth in this Declaration. DECLARANT SHALL MAINTAIN THE COMMON AREAS UNTIL THE TRANSITION DATE OF THE ASSOCIATION.

2.2 Membership: Each and every Owner, in accepting a deed or contract for any Parcel, whether or not is shall be so expressed in such deed or contract, automatically becomes a Member of the Association, and agrees to be bound by the terms set forth in this Declaration and such reasonable rules and regulations as may, from time to time, be established by the Association. Membership shall be appurtenant and may not be separated from ownership of the Parcel.

The rights and obligations of an Owner and membership in the Association shall not be assigned, transferred, pledged, conveyed or alienated in any way, except upon transfer of ownership of such Parcel, whether by intestate succession, testamentary disposition, foreclosure or a deed of trust or a mortgage, or such other legal processes as are now in effect or as may be hereafter established pursuant to the laws of the State of California. The Association shall be operated and conducted on a strictly cooperative and non-profit basis. Each Owner, as a Member, shall have such voting rights as set forth in this Declaration and in the Association Bylaws.

2.3 Voting: The total number of votes in the Association shall be on the basis of two (2) votes per original Owner, per Parcel, except that the Declarant shall have ten (10) votes for each Parcel still owned by Declarant. The total number of Parcels and therefore the total number of votes may also be increased or decreased from time to time by the annexation of Additional Property or the de-annexation of Property, pursuant to Sections 4 and 5 or this Declaration.

Unless otherwise specifically provided herein or in the Bylaws, all Association matters requiring a vote of the Members shall be determined by a majority vote (i.e., a majority of the votes cast) so long as the quorum requirements are met. If more than one party is the Owner of a Parcel, there must be unanimous agreement among those who own an interest, otherwise the vote(s) attributable to that Parcel shall not be counted. Any action requiring a vote of the Members may take place one of three ways: 1) In person at a meeting; 2) By written proxy at a meeting; and/or 3) By written mail-in ballot in accordance with the Bylaws.

2.4 Quorum Requirements: Unless otherwise stated herein or in the Association’s Bylaws, the number of votes received by the Association for most voting matters must represent twenty-five percent (25%) of the total number of Members entitled to vote in order to constitute a quorum, whether the votes be cast in person or my proxy at a meeting or received as written mail-in votes.

2.5 Management of the Association: Declarant shall maintain control of the Association and act as its board of directors (the “Board”) until the Transition Date when a new Board is elected by the Members. Thereafter, the Members shall elect the Board annually in accordance with the Bylaws. Unless otherwise stated herein or in the bylaws, and with the exception of those matters requiring a vote of the Members, the Board and such officers as the Board may elect or appoint in accordance with the Articles and Bylaws (as they may be amended from time to time), shall conduct all affairs and exercise the powers of the Association.

2.6 Powers to Conduct Business: The Association shall have the power to borrow and encumber its assets and, in all respects, shall have the powers set forth herein and in the Bylaws, including the power to enter into contracts with third parties to perform all or part of its functions, and to hire its own employees to do so. The Association shall have the power to obtain appropriate insurance, to create reserves, to issue rules and regulations pertaining to Common Area, and to establish Architectural Guidelines in addition to the provisions contained in this Declaration.

2.7 Estimated Costs: The Association, on an annual basis, make a determination of the estimated costs of insurance, operating cost and the repair and maintenance of roadways, easements and any other designated Common Areas shown on the Parcel Map or otherwise so designated, including any reserves necessary for future capital expenditures and maintenance. The Association shall furthermore allocate the estimated costs for such insurance, operating costs, maintenance and repairs to be included under Regular Assessments. The Association shall prepare an annual budget and also an annual accounting of monies received and disbursed in accordance with the Bylaws.

2.8 Regular Assessments: Each Owner, other than Declarant, shall pay Regular Assessments for normal maintenance, repair, management and reserves for the Common Areas, along with insurance and operating cost for the Associaton. Such Assessments may be collected on a monthly, quarterly or annual basis, or any combination of same as determined by the Board. The Association shall establish the amount of the regular assessments for the upcoming fiscal year at least thirty (30) days prior to the end of the existing fiscal year. Written notice of the assessments shall be sent to every Owner at least sixty (60) days prior to the due date established by the Board. The initial regular assessment shall be $350.00 per Parcel annually.

2.9 Special Assessments: In addition to Regular Assessments, the Association may establish or levy Special Assessments. The Board may levy a Special Assessment to cover the cost of bringing a Parcel (or its Owner or lessee) into compliance with the requirements of this Declaration, the Bylaws, the Articles or rules and regulations established by the Association. The Association may also establish a Special Assessment for the construction, repair, reconstruction, or replacement of a capital improvement of the Common Area or for any other lawful Association purpose or expense, HOWEVER any Special Assessment established for the purpose of such capital expenditures bust be approved by a two-thirds (2/3) majority vote of Members meeting a fifty percent (50%) quorum requirement. Special Assessments shall be allocated and charged on the same basis per Parcel as Regular Assessments.

2.10 Proration of Assessments: Regular Assessments will be assessed as of the date of recordation of the deed wherein the Owner acquired legal title to the Parcel. All Owners acquiring interest in a Parcel during the calendar year shall be obligated for a pro rata portion thereof. Declarant shall not be responsible for comparable assessments on each Parcel owned by Declarant. However, Declarant may be responsible for providing labor, material and/or monies in sufficient amount, not to exceed the amount of the normal Parcel assessment for each Parcel owned by Declarant, if necessary in Declarant’s opinion, to properly fulfill the Association’s maintenance responsibilities until the Transition Date or earlier, at Declarant’s option. Where the holder of a First Deed of Trust, including Declarant, obtains title to the Parcel as a result of trustee’s sale, or deed in lieu of foreclosure, of said First Deed of Trust, such acquirer of title, its successors and assigns, shall not be liable for the share of the assessments by the Association chargeable to such Parcel which became due prior to the acquisition of title to such Parcel by such acquirer. Such acquirer shall be responsible, as any Owner, for assessments charged subsequent to the acquisition.

2.11 Absense of Lien: For each Parcel, the applicable Regular and any Special Assessments, late payment penalties and charges, if any, together with interest, (all as set by the Association), costs and reasonable attorney’s fees, shall not be deemed a lien and are considered personal obligations. Each Owner shall be personally responsible for his or her share of assessments imposed by the Association. Delinquent assessments and charges shall not pass to the Owner’s successor, HOWEVER, the obligation to pay the same shall be a continuing obligation of the Owner until the remaining balance due is paid in full.  A suit to recover a money judgement for unpaid assessments and charges shall be maintainable by the Association until the balance owed by Owner is paid in full.

2.12 Maintenance/Management/Repairs of the Common Area: The Association shall take necessary and appropriate action for the maintenance, repair, replacement, and management of the facilities referred to in Section 2.1(1.a – 1.b) above, and shall have the right to enter upon a Parcel, if reasonably necessary, in order to take such action. The Association may take such action as the Association deems appropriate to maintain, repair or manage the facilities referred to in subpart 2.1(2), above.

2.13 Notice of Noncompliance: In the event the Association determines that any Owner has not complied with the provisions of this Declaration, the Association may, at its option, give written notice to the Owner of the conditions complained of. The Owner shall correct same or, if not readily correctable within fifteen (15) days after notice from the Association, the Owner shall submit corrective plans proposing its remedy to the condition complained of within fifteen (15) days after notice from the Association. The Association shall approve or disapprove any plans submitted by the Owner and set forth a reasonable time for correction of the condition complained of. In the event such condition is not corrected according to the approved plans within the allotted time, the Association shall have the right to undertake to remedy such condition or violation complained of. The cost thereof shall be levied as a Special Assessment to such Owner and enforceable by the Association in the same manner as any other unpaid assessment. The Association is hereby granted the right of entry on the affected Parcel to so correct the condition or violation complained of.

2.14 Legal Costs: The Declarant, and/or the Board may cause a lawsuit to be commenced and maintained in the name of the Association against an Owner to enforce the payment of any delinquent assessment or to enforce any other pertinent provision of the Declaration. Any judgement rendered in any such action shall include the amount of the delinquency, interest at the rate of twelve percent (12%) per annum from the date of delinquincy, the amount of damages proven, court fees, and reasonable attorney’s fees which are incurred by the Association as fixed by the court.

2.15 Variances: So long as Declarant maintains control of the Association, or owns any Parcel, Declarant, in its sole and absolute discretion, may grant a variance to any restriction contained herein, and approve or disapprove any proposed improvement or alteration for any reason, including, but not limited to, aesthetics or potential negative impact on its ability to sell any remaining Property. After the Transition Date, the Board may grand reasonable variances where strict adherence to these restrictions would cause undo hardship or in cases where the Members of the Association would, in the Board’s opinion, benefit from said variance.

2.16 Transition Date: The Declarant shall notify the Members (Owners), in writing, of the Transition Date not less than thirty (30) days prior to said Transition Date. Declarant, as the Association’s initial Board, shall call a meeting of the Members for the purpose of taking over the operation and control of the Association. Prior to said meeting, the Members shall elect, by a majority of the votes cast my Members meeting a twenty-five percent (25%) quorum, a minimum of three (3) and a maximun of five (5) persons to the Board. The election results shall be announced at the meeting. So long as Declarant owns any Parcel in the Project at the time of the Transition Date, Declarant may exercise its voting rights by casting the number of votes it still retains at the time. Immediately following the transitions meeting, the newly elected Board may hold their first meeting for the purpose of electing officers and conducting any other business of the directors. Following the Board meeting, the Association may hold its first annual meeting of the members.

3. ARCHITECTURAL AND DESIGN CONTROL

3.1 Architectural Review Committee: The Association shall have an Architectural Review Committee consisting of not less than three (3) nor more than five (5) Members of the Association or Non-Members that are appointed by the Board. The members of the Committee shall incur no liability for their acts or omissions. Until the Transition Date, Declarant and/or individuals or entities appointed by the Declarant, shall review all plans and sample materials required herein to be submitted to the Commitee for approval and exercise all other design review powers delegated to the Committee in the Declaration and in the Association Bylaws.

3.2 Approval of Plans: No residence, guest house, barn, garage or other structure, or improvement of any type, including additions or substantial changes to the exterior of an existing residence or other structure, shall be commenced, erected or maintained upon the Property until the plans and specifications have been submitted to and approved by the Architectural Review Committee. A review fee, of $250.00, may be charged by the Committee upon submittal of the plans. In the event the Committee fails to approve or disapprove any such proposed plans for improvements or alterations within thirty (30) days of submittal, the plans shall be governed only by the restrictions herein and those set forth in any additional Architectural Guidelines that may have been established by the Committee. Provided, however, the plans shall not be considered to be submitted to the Committee until the completed plans and all required information, including material and color samples have been received by the Committee. The Committee shall have the right to reasonably refuse to approve any plans which are not considered to be aesthetically in harmony with the overall appearance and theme of the Project and to consider the effect of the proposed structure on the outlook from adjacent or neighboring Parcels. The committee or its assign shall have the right to waive a particular restriction where strict adherence to a provision would cause undo hardship. All Committee approvals and disapprovals shall be in writing. Actions of the Committee shall be by the majority vote of the Committee members.

3.3 Indemnity: Each Owner who submits a request for approval of an improvement or alteration of any structure shall indemnify, defend and hold harmless the Association, the Board, the Committee, their officers, director, Members and shareholders for, from, and against any and all costs, claims or charges arising from the submission of the request, any action taken on the request, and from the construction of the improvements or the implementation of an alteration to any existing structure.

4. ANNEXATION OF ADDITIONAL PROPERTY.

4.1 Declarant’s Right to Annex Additional Property: At any time the Declarant shall have the right to annex and subject to this Declaration all or any portion of the Additional Property without the consent of any other Owner or person. Declarant, its successors and designees reserve all present and future rights to utilize all Common roadways and easements within the Project to comparably develop lands within or adjacent to the Project and to grant use of said easements to additional subsequent individual or entities. Any such expansion to be included within this Declaration shall be subject to the terms and conditions of this Declaration, but may include reasonable variances.

4.2 Annexation of Additional Property: Declarant may annex and subject Additional Property to this Declaration by recording an amendment to Exhibit “A” of this Declaration describing the property being annexed. Common Area, as shown on the Parcel Map of the Additional Property, shall be subject to the provision set forth in this Declaration with the maintenance, repair and replacement of the Common Area being the responsibility of the Association as set forth herein. The voting rights of the Owners of Parcels annexed pursuant to this section shall be effective as of the date of the annexation. The Owner’s obligation to pay assessments shall commence as provided in Section 2.10 of this Declaration.

4.3 Sequence of Annexation: The Additional Property may be annexed as a whole, at one time or in one or more portions or phases at different times, or it may never be annexed, and there are no limitations upon the order of annexation or the boundaries thereof. The Additional Property annexed by the Declarant pursuant to Section 4 need not be contiguous with other property in the Project, and the exercise of the right of annexation as to any portion of the Additional Property shall not bar the further exercise of the right of annexation as to any other portion of the Additional Property.

4.4 Disclaimer: DECLARANT MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER THAT: (1) The Project will be completed in accordance with the plan for the Project as they exist on the date this Declaration is recorded; (2) Any property subject to this Declaration will be committed to or developed for a particular use or for any use; (3) The use of any Property subject to this Declaration will not be changed in the future: or (4) All or any portion of the Additional Property will be annexed, or the exact number of Parcels to be added in the event of annexation.

5. DE-ANNEXATION

5.1 Declarant’s Right to De-Annex Property: Not withstanding any other provisions of this Declaration, Declarant shall have the right from time to time, at its sole option and without the consent of any Owner or any other person to delete from the Property and remove from the effect of this Declaration one or more portions of the Property, so long as (1) The portion of the Property to be removed and deleted is owned by Declarant, or the Owner of such portion of the Property executes and records an instrument approving such deletion and removal; and (2) Such deletion and removal would not deprive Owners of other parts of the property of easements or rights-of-way necessary to the continued use of their respective parts of the Property (unless Declarant at the same time provides for reasonably adequate replacement easements or rights-of-way). Declarant may exercise its rights of de-annexation in each case by executing and causing to be recorded an instrument which identifies the portion of the Property to be so deleted and removed and which is executed by each Owner of such portion of the Property to be so deleted and removed (if other than Declarant). The deletion and removal of such portion of the Property shall be effective upon the date such instrument is recorded; whereupon, the portion of the Property so deleted and removed shall thereafter for all purposes be deemed not a part of the Property. No such deletion and removal of a portion of the Property shall act to release such portion from the lien for assessments or other charges herunder which have accrued prior to the effective date of such deletion and removal, but all such assessments or other charges shall be appropiately prorated to the effective date of such deletion and removal. Each portion of the Poroperty deleted and removed pursuant hereto shall thereafter be deemed to be a part of the Additional Property unless otherwise expressly provided to the contrary in the instrment recorded to effect such deletion and removal.

6. GENERAL RESTRICTIONS APPLICABLE TO ALL PARCELS

6.1 Use Restrictions: All Parcels shall be used for residential and recreational purposes only provided, however, livestock, poultry and domestic animals may be kept pursuant to the provisions in Section 6.12. Notwithstanding anything contained in this Paragraph this restriction shall not prohibit home offices in a residential property where business is conducted through telephone, computer, or other electronic means and where the business is not apparent from the exterior of the residence; does not create noise or congestion from traffic or parking; and preserves the residential nature of the Property. All uses shall be in compliance with Kern County zoning regulations and permitted uses.

6.2 Structures: Not more than one (1) single family detached residential structure and one (1) guest house, along with customary outbuildings such as, a garage, barn, stable, tack-room, and equipment room shall be permitted on each Parcel. Under no circumstances shall any Parcel contain more than two (2) living quarters consisting of the primary residence and guest quarters. Guest quarters are defined as a separate guest house OR living quarters contained within a barn. Construction of a guest house, barn or other structures or improvements may not begin until construction of the primary residence has begun or has been completed. No structure shall exceed two (2) stories or thirty feet (30′) in height unless written approval has been given by the Architectural Review Committee including but not limited to barns and windmills. All structures must be constructed from new material or its equivalent with the finished exteriors being of natural colors, in harmony with each other, and in harmony with the natural surroundings. Structures may be subject to Kern County codes, regulations and building permits, the compliance of which shall be the Owner’s responsibility. No grading, excavation or leveling of a Parcel or construction, installation or erection of a structure, including residence, guest house, barn, garage, tack-room, equipment room or other structure, (including substantial alterations of existing structures) shall commence until the following have been submitted to and approved by the Architectural Review Committee; plot plan, floor plan, front, back and side elevations, samples of all siding and roofing materials and the colors to be used. No reflective roofing shall be allowed. Corrals and pens shall be built and maintained in an attractive and workmanlike manner and maintained in such sanitary manner so as not to be considered a nuisance. Construction of all structures (other than residences) shall be completed within six (6) months from commencement. Residences and guest houses shall be completed in accordance with the restrictions stated in  paragraph 6.3 below.

6.3 Primary Residences and Guest Houses: Construction of a primary residence, guest house or barn with living quarters shall be newly and permanently constructed for year-round living and must meet Kern County’s minimum standards for single-family dwelling construction. Plans shall be subject to approval, in writing, by the Committee prior to the commencement of construction. No mobile, modular, manufactured or pre-constructed home may be moved onto the Property. All residences shall be constructed on-site and shall be of conventional construction. No structure, including but not limited to dwellings, shall exceed two (2) stories in height. Primary residences shall contain a minimum of 1,800 square feet of living area, exclusive of garage, carport, open porches, and patios. Two (2) story primary residences shall contain a minimum or 1,200 square feet on the first level with a minimum of 600 square feet on the second level. The square footage for guest houses shall be in accordance with current Kern County zoning regulations. The exterior of all primary residences and guest houses shall consist of a minimum of fifty percent (50%) wood, stone and/or glass and shall be of natural colors and in harmony with each other and their natural surroundings. No dwelling or other improvement shall be occupied until fully completed as approved by the Committee. Construction of any residence shall be completed within one (1) year of commencement. (removed by amendment)

6.4 Temporary Structures: Motor home, travel trailers and recreational vehicles may not be parked or used on a Parcel for more than seven (7) accumulative days per month. All such structures must be fully self-contained. No temporary structure may be used as a residence or guest house. These provisions must be strictly adhered to.

6.5 Location of Structures: All structures are to be erected or placed no closer to Parcel boundary lines than 50 feet unless approved, in writing, by the Committee. Fences are not considered “structures”. The set-back lines and all other restrictions contained herein are in addition to zoning and other land use regulations established by governmental authorities and the more restrictive shall apply.

6.6 Utility Lines: All utility lines running to any residence, outbuilding, machinery, pump, etc., must be placed underground beginning at the point where it enters the Parcel UNLESS prior written approval is received from the Committee to allow lines to be constructed above ground due to topographic or surface constraints.

6.7 Storage, Parking and Repairs: No campers, camping trailers, boats, boat trailers, travel trailers, motor homes, recreational vehicles, or any other sporting or camping equipment or unlicensed or unregistered vehicle may be stored on any Parcel unless stored in a garage or outbuilding that has been approved by the Committee. No repairs, rebuilding or maintenance work shall be performed on any of the above or any other piece of equipment within 100 feet of the Parcel boundary lines, nor adjacent to roadways and every effort shall be made to perform such work in an outbuilding or within a screened area.

6.8 Antennas and Generators: The placement location of antennas, satellite dishes and power generators must have approval from the Committee prior to installation and must not be installed in such a way as to disturb the owners of adjacent Parcels. If there is a dispute over the placement, the Committee shall have the final decision on what affect the placement has on adjacent Parcel owners. Turbine wind generators are prohibited.

6.9 Off-Road Vehicles: All vehicles, engines, or motors must be operated with a muffler and/or spark arrestor. Off-road vehicles such as motorbikes, motorcycles, ATVs, snowmobiles or other motorized vehicles may be operated on owner’s individual Parcel, however moto-cross tracks, racing areas, competitive off-road racing or any structured moto-cross activities are strictly prohibited. Any off-road vehicles operated on roadways must be operated in a safe manner and in such a way so as not to creat a hazard or a nuisance.

6.10 Water and Individual Sewage Systems: Each Parcel Owner may drill one domestic well per Parcel owned, at Owner’s cost, and withdraw groundwater for noncommercial purposes. Any domestic well must be installed in compliance with state and local laws and regulations. All residences shall contain an individual sewage system that has been constructed to Kern County Health Department standards. All required permits must be obtained prior to installation. No such systems may be installed within 100 feet of any Parcel boundary line without prior approval of the Committee. All sewage systems shall be maintained so as not to disturb surrounding Owners with offensive odors or sights and located so as to minimize grading and disturbance to existing vegetation.

6.11 Drainage Easements: The Property is hereby subjected to drainage easements for drainage of storm water runoff. No person shall be entitled to alter the existing drainage patterns on any portion of the Property or materially relocate existing drainage location, without the written consent of the Board and all Owners of other Parcels that would be materially affected by the alteration in any way.

6.12 Livestock, Poultry and Domestic Animals: The intended use of the Property is for residential and recreational purposes, however the keeping of livestock and domestic animals is permitted so long as it does not impede adjacent Owners enjoyment of their property by creating a nuisance, excessive noise, odor, health or sanitary concerns. The breeding of cattle and horses for profit and horse training facilities are allowed so long as the combined total of all animals does not exceed one (1) per three (3) acres owned. Boarding facilities, riding stables, dairies, kennels, and poultry farms are considered commercial use of the Property and are prohibited. “Special event” activities such as horse shows, seminars or clinics sponsored by a training facility or private individual are prohibited unless written approval from the Association’s Board is obtained. All livestock, poultry and other animals shall be confined within a fenced area with fencing constructed of new material or the equivalent and of adequate height and strength to safely contain said animals. Livestock and poultry areas shall be kept clean and odor free, with all manure removed on a regular basis. Dogs shall be kept within fenced areas or restrained on leashes. (changed by amendment to 1 per 1 acre)

6.13 Re-sale / Additional Subdivisions: No original Parcel(s) may be resold by an Owner until after six (6) months from the date of initial conveyance or until after the Transition Date, whichever is sooner. The further subdivision of any Parcel is strictly prohibited.

6.14 No Medical Facilities: Hospitals, clinics, and other facilities for the treatment or care of the physically or mentally ill or disabled are prohibited.

6.15 Churches or Clubs: or other institutions organized for religious worship or discussion are prohibited as are buildings used primarily as clubhouses or meeting facilities.

6.16 Garbage: No Parcel may be used for temporary or permanent storage of rubbish or trash (collectively, garbage). No garbage may be kept on any Parcel except in covered containers and screened from view from adjacent Parcels.

6.17 Junkyard, Auto Repair, Second-Hand Business, Material Storage: No junkyards, auto repair, second-hand businesses or other commercial uses that create a negative visual impact, excessive noise or congestion from traffic or parking shall be conducted on any Parcel. No storage of trucks, cars, busses, machinery, equipment or building materials shall be stored on any Parcel unless enclosed in a proper structure so as not to be visible from an adjoining Parcel or any roadway.

6.18 Nuisance Activities: The unusual, unnecessary, prolonged, or indiscriminate creation of noise, dust, fumes, odors or any other offensive activity is prohibited, including but not limited to road racing, loud music, and excessive gunfire.

6.19 Signs: No signs will be permitted (including but not limited to For Sale or For Rent signs) on Parcels until after the Transition Date: EXCEPT for address signs that identify the address and/or the Owner of the Parcel, which signs will not exceed 4 square feet. All signs are to be in strict conformance with the laws and ordinances set forth by Kern County. Permits may be required. Declarant reserves the right to remove any and all signs that are in violation of the provisions in this Declaration. None of the sign restrictions in this Declaration apply to the Declarant or its assigns or successors for the purpose of selling Parcels, including advertising, locational, direction, or street sign. Nothing in this provision shall prohibit an Owner from attempting to sell their Parcel in accordance with and pursuant to the provisions stated herein and in Section 6.13

6.20 Easements: No further granting of easements shall occur without the express written approval of the Association or Declarant. Owners will provide access to easements whenever requested by utility companies. No structure, other than fencing shall be placed within Parcel boundary easements. All fences placed adjacent to common roadways within the Project shall be located no closer than forty-five feet (45′) from the centerline of the roadway. Declarant reserves the right to grant the use of all existing easements shown on the Parcel Map(s) to additional subsequent individuals or entities at its sole discretion.

6.21 Mineral Extractions: In no event shall any Owner or lessee use or cause to be used any portion of the Property, including his or her own Parcel, for the purposes of drilling, exploring, mining, or otherwise developing any deposits of oil, minerals, or other natural resources lying above, on or under said Property, with the exception of such drilling and exploration by the Declarant or the Owner as may be necessary to produce an adequate water supply for the development of the Parcel involved pursuant to the provitions stated in Section 6.10. Nothing in this Section shall prohibit Declarant from excavating Property still owned by Declarant for purposes of building or improving roadways witin the Project.

6.22 Fencing: With the exception of fences adjacent to the common roadways, Owners may place fences along Parcel boundary lines within the ten foot (10′) utility easement area. Those fences placed along and adjacent to common roadways must be placed a minimum of forty-five feet (45′) from the centerline of the roadway. Whenever barbed wire fencing is used it shall be constructed using “wildlife friendly” techniques whereby the fence shall have smooth wire as the bottom strand, be 18 inches above the ground, and the overall fence height shall not exceed 60 inches. Additionally, barbed wire fencing shall be constructed with the following minimal requirements: 1) Posts not more than 15′ apart; 2) Not less than three stays between posts; 3) Four continuous strands of wire; and 4) Is adequate, in accordance with normal ranch standards, to contain horses and other livestock.

6.23 Environmental Protection: The beauty of the Property is in the mixture of trees and open space. Trees having a minimum trunk diameter of six inches and measuring two feet above ground level may only be cut if the following conditions are met: 1) Are dead or dying; and 2) Removal is required to clear land for building sites, access roads, fire prevention, enable installation of utilities, view corridors, or recreational open space. In any event not more than twenty (20%) of any one Parcel may be cut or cleared without written permission from the Association.

7. GENERAL PROVISIONS

7.1 Enforcement: The covenants, conditions, and restrictions contained in this Declaration shall run with the land and shall be binding upon all persons owning, leasing, subleasing or occupying any Parcel after the date on which this instrument shall have been recorded in the Office of the Recorder of Kern County, California. This Declaration may be enforced by the following; Declarant, the Association, the holder of a First Deed of Trust on any Parcel, any Owner or lessee of a Parcel, or by any one or more of said persons acting jointly; PROVIDED, HOWEVER, that any breach by reason thereof shall not defeat or adversely affect the lien of a First Deed of Trust upon any Parcel, but each and all said covenants, conditions, and restrictions shall be binding upon and effective against any Owner, lessee or occupant of said Parcel whose title thereto is acquired by foreclosure, or otherwise; and FURTHER PROVIDED that the breach of any said covenant, conditions, and restrictions may be enjoined, abated or remedied by appropriate legal proceedings, notwithstanding the lien or existence of any such First Deed of Trust. All instruments of conveyance or assignment of any interest in all or any part of the Property may refer to this Declaration and shall be subject thereto as thought this Declaration were therein set forth in full.

7.2 Declarant’s Exemption: Nothing herein shall be construed as prohibiting Declarant from maintaining a sales or development office on any Parcel owned by it or engaging in activities which Declarant deems appropriate to its development, sales program or ranching activities.

7.3 Invalidity / Severability: In the event any of the covenants, conditions, and restrictions contained herein is ruled invalid by a court of competent jurisdiction, such covenant, condition or restriction shall be deemed severed from this declaration and shall in no way affect the validity of any other provision of this Declaration, all of which shall remain in full force and effect. IN CASES WHERE THERE IS A DISPARITY BETWEEN ANY PROVISION OF THIS DECLARATION AND CURRENT KERN COUNTY REGULATIONS THE MORE RESTRICTIVE SHALL PREVAIL.

7.4 Amendments: With the exception of Sections 2.1, 2.2, 2.11, 2.12, all of 4, all of 5, 6.4, 6.10. 6.l3, and 6.22 this Declaration may be amended by the Association after the Transition Date by instrument approved by a two-thirds (2/3) majority vote of Members meeting a fifty percent (50%) quorum. Such amendment shall be recorded in the Office of the Kern County Recorder and become effective immediately thereafter. Section 6.4, 6.10, and 6.22 may not be amended by the Association until fifteen (15) years after the Transition Date or in such a way as to change or negate the rights reserved by Declarant. Section 6.13 regarding subdividing of Parcels may not be amended by the Association at any time. So long as it owns any Parcel, Declarant may amend any provision of this Declaration without approval of the Owners.

7.5 Terms: This Declaration shall remain in full force and effect for a term of twenty (20) years from and after the date of recording of this Declaration. This Declaration shall be automatically renewed and extended for successive periods of ten (10) years each, unless terminated by seventy-five percent (75%) of the votes cast by Members entitled to vote or amended pursuant to Section 7.4 above. Such termination or amendment shall be recorded in the Office of the Kern County Recorder

EXECUTED this 15th day of July, 2005

FIRST AMENDMENT TO THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS, GLEN OAKS RANCH

Pursuant to the Declaration of Covenants, Conditions and Restrictions for Glen Oaks Ranch recorded in the Office of the Kern County Recorder, on July 18, 2005 as Instrument No 0205185093, in Kern County, California, the undersigned hereby amends the Declaration as follows:

6. Page 10, Paragraph 6.3, shall be amended to read as follows:

“Construction of a primary residence, guest house or barn with living quarters shall be newly and permanently constructed for year-round living and must meet Kern Count’s minimum standards for single-family dwelling construction. Plans shall be subject to approval, in writing, by the Committee prior to the commencement of construction. All residences shall be of conventional construction. No structure, including but not limited to dwellings, shall exceed two (2) stories in height. Primary residences shall contain a minimum of 1,800 square feet of living area, exclusive of garage, carport, open porches, and patios. Two (2) story primary residences shall contain a minimum or 1,200 square feet on the first level with a minimum of 600 square feet on the second level. The square footage for guest houses shall be in accordance with current Kern County zoning regulations and must have a minimum width of 20 feet of living area, exclusive of garage, carport, open porches, and patios. The exterior of all primary residences and guest houses shall be of natural colors and in harmony with each other and their natural surroundings. No dwelling or other improvement shall be occupied until fully completed as approved by the Committee. Construction of any residence shall be completed within one (1) year of commencement.”

“All modular, manufactured or pre-constructed homes moved onto the Property, must be completely installed on the property with the same calendar year as constructed, contain a minimum of 1,800 square feet of living area, exclusive of garage, carport, open porches, and patios and be permanently placed on a concrete slab or an approved block stem wall. No “skirting” is allowed.”

6. Page 11, Paragraph 6.4, shall be amended to read as follows:

“Motor homes, travel trailers and recreational vehicles may not be parked or used on a parcel for more than seven (7) accumulative days per month. However, if the primary residence is under construction, this period may be extended to 90 consecutive days in a one year period. All such structures must be fully self-contained. No temporary structure may be used as a residence or guest house. These Provisions must be strictly adhered to.”

III.   Page 12, Paragraph 6.12, shall be amended to read as follows:

“The intended use of the Property is for residential and recreational purposes, however the keeping of livestock and domestic animals is permitted so long as it does not impede adjacent Owners enjoyment of their property by creating a nuisance, excessive noise, odor, health or sanitary concerns. The breeding of cattle and horses for profit and horse training facilities are allowed so long as the combined total of all animals does not exceed one (1) per one (1) acre owned. Boarding facilities, riding stables, dairies, kennels, and poultry farms are considered commercial use of the Property and are prohibited. “Special event” activities such as horse shows, seminars or clinics sponsored by a training facility or private individual are prohibited unless written approval from the Association’s Board is obtained. All livestock, poultry and other animals shall be confined within a fenced area with fencing constructed of new material or the equivalent and of adequate height and strength to safely contain said animals. Livestock and poultry areas shall be kept clean and odor free, with all manure removed on a regular basis. Dogs shall be kept within fenced areas or restrained on leashes.

EXECUTED this 9th day of November, 2005