Recorded May 23,1969 at 4:15 PM Reception No. 43535 Margaret V.Chiles, Recorder

BULLERT INVESTMENT COMPANY, a Colorado corporation, being the owner in fee simple of the real property hereinafter described, does hereby make and declare the following limitations, restrictions and uses upon said property as restrictive and protective covenants, through reference hereto in all deeds and contracts for sale issued to or for any part of said property, as benefits and obligations running with the property, and as binding upon the said owner and upon all parties claiming under said owner and upon all future owners of any part of said property, so long as these restrictive covenants shall remain in force and effect as now written or as hereafter altered.

1. Property Affected. These covenants are hereby made applicable to all property located within St. Mary's Subdivision, Unit 4, according to the recorded plat thereof, Clear Creek County, Colorado, and to such other adjacent or contiguous property as may be declared subject to the provisions hereof by an instrument executed by the undersigned, its successors or assigns, and recorded in the records of Clear Creek County, Colorado, all of which property is referred to hereinafter as "the Subdivision."

2. Membership: St. Mary's Property Owners' Association. Ownership of any lot within the Subdivision shall entitle the owner to membership in St. Mary's Property Owners' Association, a non-profit Colorado corporation, hereinafter called "the Association", with full right and responsibility of membership as set forth in the Articles of Incorporation and By-Laws thereof The Association shall enforce and administer these Restrictive and Protective Covenants, do all things necessary for the general benefit and welfare of the owners of said lots, and perform all other functions set forth in its Articles of Incorporation and By-Laws. Purchase, or the acquisition of legal title in any other manner, of any lot in the Subdivision shall constitute the purchaser's consent to and acceptance of the duties and responsibilities of membership in the Association.

3. Architectural Control Committee. An architectural control committee for the Subdivision (hereinafter called "the Committee") is hereby established. The Committee shall be composed of the board of Directors of the Association, except that the Board of Directors may appoint any three or more members of the Association to perform all functions of the Committee, subject to the direction and control of the Board of Directors. The committee Shall act for the benefit of the owners of the Subdivision lots for the purpose of keeping them desirable, uniform and suitable in appearance, design and use as herein specified. Any question to be determined by the Committee hereunder may be decided by the vote of a majority of the members of the Committee, and all Committee action must be in writing and signed by a majority of the then members of the Committee.

In the event there is no committee in existence to act upon an owner's request for approval, or in the event the existing Committee fails to act upon an owner's request for approval within thirty (30) days after submission of all required data to any member of the Committee, then such approval of the Committee will not be required; provided, however, that any action performed or improvement constructed shall nevertheless be governed by all of the restrictions herein set forth and shall be in harmony with existing activities and improvements within the Subdivision.

4. Single-Family Mobile Residence. No structure shall be located, placed, erected, altered or permitted to remain on any one numbered lot within the Subdivision other than a single- residential mobile home and such other accessory structures and improvements as are described hereinafter, and no lot in the subdivision shall be used for any other purpose. The term "mobile home", as used herein, shall mean any single-family dwelling designed for transportation on streets and highways on its own wheels or by another vehicle which arrives at a site where it is to be occupied as a dwelling complete and ready for occupancy, except for minor and incidental unpacking and assembly operations, location on supports or semi-permanent foundations, and connections to utilities.

5. Approval of Mobile Homes and Additions. No mobile home may be placed on any lot until approved in writing by the Committee as to size, condition and appearance. No mobile home located permanently on any lot shall be less than 10 feet in width and 36 feet in length and each such mobile home shall be, and shall be maintained, in ,generally good condition and repair. All such mobile homes intended to be located permanently on any lot in the Subdivision shall be skirted either with standard factory accessory skirts or with such other skirts as are of good and attractive quality and workmanship and have been approved by the Committee. Campers and other similar types of mobile homes having dimensions less than those described above may be located and utilized on lots in the Subdivision provided that such location and use is seasonal (no more than six months in any one calendar year) and further provided that no additions or improvements are made thereto and no action is taken to permanently attach the same to the around by means of posts, piers or foundations. The Committee, in its sole judgment and discretion, shall have the power to determine whether the use of any mobile home in the Subdivision is of a permanent or seasonal nature and to require that such use be terminated or modified to conform to these provisions.

6. Approval of Additions and Accessory Buildings. No mobile home located within the Subdivision may be remodeled by additions, "lean-to's", or the like, for the purpose of converting the same into permanently located residences, nor may any accessory buildings be constructed, unless and until such remodeling and accessory building construction shall be permitted by the Zoning Rules and Descriptive Regulations, or other proper regulations, of the County of Clear Creek, Colorado. Thereafter, no building, addition, accessory, basement and related structures, eaves, fences and hedges, ornamental projections, pavilions, porches and like structures, garages or carports, projected stories, steps, sun parlors, cabanas or like rooms, walls, abutments, or other structures or improvements shall be constructed, erected or maintained on any lot, nor shall any addition to or change or alteration thereof be made until the plans and specifications there for, showing the nature, kind, shape, heighth, materials, floor plans, location and approximate costs of such structure and improvements have been submitted to and approved by the Committee as to quality of workmanship and materials, harmony of external design with existing structures, and location with respect to topography and finish grade elevation. In no event shall the total ground-floor area of all improvements, including., the mobile home, located on any lot in the Subdivision exceed 50% of the total lot area, nor shall any such improvement exceed such heighth limitation as may be set by the Committee. In addition to the approval of the Committee, the owner of any such proposed structure or improvement must obtain any pen-nits required by the Building Code of the County of Clear Creek, Colorado, and must otherwise comply with all laws, rules and regulations of said County of Clear Creek or any other governmental authority having jurisdiction. The exterior of any such planned improvement must be completed within six months after the commencement of construction.

7. Boundary Restrictions. No more than one single-family mobile home, together with such additional improvements as shall be approved and permitted in accordance with the foregoing paragraph hereof, shall be located or permitted to remain upon any one lot in the Subdivision. No mobile home or permanent or temporary related structure or improvement shall be permitted to be maintained or constructed closer than 10 feet from the front of any lot, nor closer than 5 feet from the side or rear of any lot, nor closer than 30 feet from the exterior boundary of the Subdivision (as indicated by the set-back line shown on the recorded plat of the Subdivision). The specific location of each mobile home and its related structures upon the lots in the Subdivision shall be subject to the control and approval of the Committee in order to achieve maximum privacy and spacing for the owners.

8. Sanitary Facilities. Each mobile home located within the Subdivision must be equipped with complete sanitary facilities. No mobile home or other structure shall be located or occupied within the Subdivision until there are available such central water and sanitation facilities as will comply with the standards imposed by the County of Clear Creek or other governmental authority having jurisdiction. When and if such facilities shall be provided by a quasi-municipal water and sanitation district, then the facilities of such district shall be utilized exclusively to service all lots and mobile homes within the Subdivision; and, in the event the owner of any such lot has not located a mobile home thereon and caused the same to be connected to the facilities of such district within one year after the sale of such lot by the undersigned, then such district may proceed, with or without connecting said property to its facilities, to impose, charge, assess, and collect from the owner or occupant of such lot such rates, fees, tolls and charges as may be set by the Board of Directors of said district for the availability of such water and sanitation facilities and services. No individual septic tanks, cesspools, leach beds, or other sewage disposal facility shall be installed on any lot.

9. Landscaping and Trash. All lots, and the landscaping and improvements thereon, shall be maintained and kept in a clean and orderly manner at all times, and no trash, garbage or other waste may be kept or accumulated on any lot except in such sanitary containers as shall be approved by the Committee as to location, type, size and installation. The surface of any lot or any part thereof shall not be re-graded or cleared without prior approval of the Committee. At any time after the installation of water and sanitation facilities is completed, the Committee may require any lot owner to plant and maintain along any or all of such owner's lot lines such trees, shrubs, or other screening or decorative vegetation as the Committee may deem proper and desirable.

10. Lot Maintenance. In the event any lot within the Subdivision, including any landscaping or improvements thereon, is not maintained and kept in a manner satisfactory to the Committee and in accordance with the requirements of these restrictive and protective covenants, the Association, either itself or through any other person, shall have the right to furnish the labor and/or materials necessary to bring said lot, landscaping and/or improvements up to a standard which meets the approval of the Committee and which complies with the requirements of these covenants and thereafter maintain them according to such standard. All such costs expended by the Association shall be assessed to the owner of the lot upon which such repair, maintenance or restoration shall be performed, and the amount thereof shall constitute a lien upon such lot and shall be payable in the manner provided in paragraph 15 hereof.

This paragraph shall constitute a request by each lot owner under the conditions stated herein for the Association to furnish any labor and/or materials which may be furnished hereunder. Any claim against the Committee or the Association shall not constitute a defense or offset in any action for non-payment of any amounts which may be assessed hereunder.

11. Signs and Storage. No billboard or other advertising device shall be erected or permitted upon any of said lots, nor shall anything be done or permitted upon any lot which will deface or mar the natural scenery thereon. No motor vehicle or other personal property shall be stored, built, worked upon, repaired or reconstructed upon any lot except with the approval of the Committee, and the same shall be permitted only when screened by an adequate planting, fencing or screening structure so as to conceal the same from adjacent lots and streets.

12. Household Pets. No horse, cow, hog, goat, chicken, livestock or other similar animal shall be kept or maintained on any of said lots. No household pet shall be kept upon any lot unless it is maintained in fenced yards or restrained by a leash at all times, and the Committee may require the removal of any household pets which, in the opinion of the Committee, constitutes a nuisance.

13. Nuisance. No noxious or offensive trade or activity shall be conducted upon any of said lots nor shall anything be done thereon which may be or become an annoyance or nuisance to the neighborhood.

14. Re-subdivision. None of said lots shall be re-subdivided into smaller lots nor conveyed or encumbered in less than the full original dimensions of such lots as shown by the recorded plat; provided, however, that this restriction shall not prevent the conveyance of a portion of an adjoining or contiguous lot in such manner as to create parcels of land in a common ownership having a greater street frontage than the street frontage shown on the recorded plat, in which event the portion so conveyed shall become a part of the adjoining or contiguous lot in such common ownership, and thereafter such portions of adjoining or contiguous lots in such common ownership shall be considered as one lot; provided further, however, that no conveyances may be made pursuant to this paragraph if after such conveyance there remains a parcel of land not thereby adjoined to an existing lot, the size of which is less than the full original dimensions of such lot.

15. Assessments. The record owner of each lot in the Subdivision shall pay to the Association, within ten days from receipt of notice and invoice there for, a sum equal to the total of the following:

A. The pro-rata share of the cost to the Association of all:

(i) Costs of maintenance and repairs to such commonly owned areas, if any, as may be conveyed to or otherwise acquired by the Association;

(ii) Costs of providing common facilities and services deemed necessary to be provided by the Board of Directors of the Association, including, but not limited to, waste and trash removal and common area protective and decorative lighting;

(iii) Costs of establishment and maintenance of a reserve, if any, for repair, maintenance, improvement of common areas, or for the operation of the Association;

(iv) Costs incurred in enforcing and administering in any manner whatsoever these restrictive and protective covenants, including attorney's fees and court costs;

(v) Costs of taxes upon commonly owned areas, commonly owned personal property, or other property owned by the Association, if any; and

(vi) Any other cost incurred by the Board of Directors of the Association for the general benefit and welfare of the owners of said lots, if any.

B. The cost to the Association of all expenditures, including reasonable attorney's fees, to which the Association may be put by reason of said record owner's failure to keep and fully comply with these restrictive and protective covenants or failure to pay any assessment or other sum due from said record owner by virtue of his membership in the Association.

Notices and invoices for payment of any and all assessments upon members of the Association may be submitted monthly or at any other regular interval as may be fixed by the Board of Directors. In the event any such invoice is not paid within thirty days from the date the notice and invoice are mailed to the record owner, the amount of such invoice shall be and become a lien upon the lot or lots owned by such owner. Such hen may be enforced by foreclosure proceedings against such lot or lots in like manner as the foreclosure of a mortgage on real property, and in any such foreclosure proceedings, the owner shall be required to pay the costs and expenses of such proceedings, including a reasonable attorney's fee. The Association shall have the power to bid at the foreclosure sale and to acquire, hold, lease, mortgage and convey any lot or lots so acquired.

16. Failure to Enforce. The failure by any owner, the Committee, or the Association to enforce any provision herein contained shall in no event be deemed a waiver of the right to do so thereafter as to the same breach or as to one occurring prior or subsequent thereto, nor shall such failure give rise to any claim or cause of action against the Association, the Committee, or any member thereof.

17. Enforcement. In the event of any violation or threatened violation of any of the provisions contained herein, the undersigned or its successors or assigns, any owner of any lot, or the Association may bring action at law or in equity, either for injunction, action for damages, or such other remedies as may be available.

18. Subordination of Liens. Each and every lien or charge upon said lots provided for herein shall be subject and subordinate to and shall not affect the rights of the holder or holders of any first mortgage or first deed of trust of record against any of such lots.

19. Effect and Tenure. The provisions hereof shall be considered as covenants running with the land and all instruments affecting the title of any of said lots shall be subject to the provisions hereof. Said provisions shall inure to the benefit of and be binding upon the undersigned, its successors and assigns, and every grantee or lessee of any said lot, their heirs, personal representatives, successors and assigns, and upon every successor in title of the undersigned; except that the owners of record of at least 75% of said numbered lots, if at least 90% thereof have been sold by the undersigned, may, by an instrument in writing, duly executed, acknowledged and recorded in the County of Clear Creek, Colorado, change said provisions in whole or in part; provided, however, that, for a period of five years after the date of recording hereof, no provision shall be changed in any manner so as to make the same less restrictive.

20. Invalid Provision. Invalidation of any of the provisions hereof by judgment or order of court shall in no way affect any of the other provisions hereof, and lack of title or failure of tide in the undersigned as to any portion of the property described herein shall not affect the validity of these provisions as to the remainder of such property.

IN WITNESS WHEREOF, Bullert Investment Company, a Colorado corporation, has caused this instrument to be executed by its President, attested by its Secretary, and its corporate seal to be affixed hereto, this 22nd day of May, 1969.