ARTICLE 6
DESIGN REVIEW COMMITTEE

6.1 Membership. There is hereby established a Design Review Committee which shall be responsible for the establishment and administration of the Design Requirements and Guidelines to carry out the purposes and intent of this Declaration. The Committee shall be composed of between three (3) to five (5) persons as such number shall be set from time to time in the By-Laws of the Association, and which Committee members need not be Members of the Association. All of the members of the Committee shall be appointed, removed, and replaced by Declarant in its sole discretion, until such time as the Class B membership is terminated, and at that time the Board of Directors shall succeed to Declarant’s right to appoint, remove, or replace the members of the Committee.

6.2 Purpose. The Committee shall review, study and either approve or reject proposed Improvements on the Property, all in compliance with this Declaration and as further set forth in the rules and regulations of the Committee and the Design Requirements and Guidelines adopted by Declarant upon recording of these Covenants and which Design Requirements and Guidelines may be amended and established from time to time by the Committee with approval of the Board of Directors of the Association, provided that such Board approval shall not be required so long as Declarant shall be responsible for appointment of the members of the Committee as set forth in 6.1 above.

6.2.1 The Committee shall exercise its best judgment to see that all Improvements conform and harmonize with any existing structures, and comply with the Design Requirements and Guidelines where applicable, as to external design, quality and type of construction, materials, and color, and location within the Building Envelope, height, grade and finished ground elevation, and all aesthetic considerations set forth in this Declaration or in the Design Requirements and Guidelines.

6.2.2 No Improvement on the Property shall be erected, placed or altered on any Lot nor shall any construction be commenced until plans for such Improvement shall have been approved by the Committee; provided, however, that improvements and alterations which are completely within a Building may be undertaken without such approval.

6.2.3 The actions of the Committee in the exercise of its discretion by its approval or disapproval of plans and other information submitted to it, or with respect to any other matter before it, shall be conclusive and binding on all interested parties subject to appeal as provided in the By-Laws.

6.3 Organization and Operation of Committee.

6.3.1 Term. The term of office of each member of the Committee, subject to Section 6.1, shall be two (2) years, commencing January 1 of each year, and continuing for two years thereafter and until a successor shall have been appointed. Should a Committee member die, retire, become incapacitated, or in the event of a temporary absence of a member, a successor may be appointed as provided in Section 6.1.

6.3.2 Chairperson. So long as Declarant appoints the Committee, Declarant shall appoint the chairperson. At such time as the Committee is appointed by the Board of Directors, the chairperson shall be elected annually from among the members of the Committee by majority vote of said members.

6.3.3 Operations. The chairperson shall take charge of and conduct all meetings and shall provide for reasonable notice to each member of the Committee prior to any meeting. The notice shall set forth the time and place of the meeting, and notice may be waived by any member. In the absence of a chairperson, the party responsible for appointing or electing the chairperson may appoint or elect a successor, or if the absence is temporary, a temporary successor.

6.3.4 Voting. The affirmative vote of a majority of the members of the Committee shall govern its actions and be the act of the Committee. A quorum shall consist of a majority of the members.

6.3.5 Expert Consultation. The Committee may avail itself of technical and professional advice and consultants as it deems appropriate.

6.4 Expenses. Except as provided below, all expenses of the Committee shall be paid by the Association. The Committee shall have the right to charge a fee for each application submitted to it for review, in an amount which may be established by the Board of the Association from time to time, and such fees shall be collected by the Committee and remitted to the Association to help defray the expenses of the Committee’s operation. Until January 31, 2008, the filing fee shall not exceed $500 per dwelling unit, but may be subject to reasonable increase after that date as determined by the Board on recommendation from the Committee.

6.5 Design Requirements and Rules. The Committee shall adopt, establish, and publish from time to time Design Requirements and Guidelines, with approval of the Board of the Association, which shall be a Project Document. The initial Design Requirements and Guidelines shall be as adopted by the Declarant and labeled Winthrop North Village Design Requirements and Guidelines dated June 4, 2007. The Design Requirements and Guidelines shall not be inconsistent with this Declaration, but shall more specifically define and describe the design standards for the P.D. The Design Requirements and Guidelines may be modified or amended from time to time by the Committee with approval of the Board of the Association. Further, the Committee, in its sole discretion, may excuse compliance with such requirements as are not necessary or appropriate in specific situations and may permit compliance with different or alternative requirements, except that no excuse maybe allowed for substantial compliance with the architectural standards as to the allowed dwelling design for the applicable village of the P.D. Compliance with the North Village P.D. design review process is not a substitute for compliance with Town and State building, zoning, and subdivision regulations, and each Owner is responsible for obtaining all approvals, licenses, and permits as may be required prior to commencing construction.

6.6 Procedures. As part of the Design Requirements and Guidelines, the Committee shall make and publish such rules and regulations as it may deem appropriate to govern its proceedings. Appeals shall be conducted as provided in the By-Laws.

6.7 Limitation of Liability. The Committee shall use reasonable judgment in accepting or disapproving all plans and specifications submitted to it. Neither the Committee nor any individual Committee member shall be liable to any person for any official act of the Committee in connection with submitted plans and specifications, except to the extent the Committee or any individual Committee member acted with malice or wrongful intent. Approval by the Committee does not necessarily assure approval by the appropriate governmental agency of the Town. Notwithstanding that the Committee has approved plans and specifications, neither the Committee nor any of its members shall be responsible or liable to any Owner, developer, or contractor with respect to any loss, liability, claim, or expense which may arise by reason of such approval of the construction of the Improvements. Neither the Board, the Design Review Committee, or any agent thereof, nor Declarant or any of its partners, employees, agents, or consultants shall be responsible in any way for any defects in any plans or specifications submitted, revised or approved in accordance with the provisions of the Project Documents, nor for any structural or other defects in any work done according to such plans and specifications. In all events the Committee shall be defended and indemnified by the Association in any such suit or proceeding which may arise by reason of the Committee’s decision. The Association, however, shall not be obligated to indemnify each member of the Committee to the extent any such member of the Committee shall be adjudged to be liable for negligence or misconduct in the performance of his duty as a member of the Committee, unless and then only to the extent that the Court in which such action or suit may be brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expense as such court shall deem proper.

6.8 Certificate of Compliance. Upon payment of a reasonable fee established from time to time by the Board, and upon written request of any Owner or his/her agent, an existing or prospective Mortgagee, or a prospective grantee, the Committee shall issue an acknowledged certificate, in recordable form, setting forth generally whether, to the best of the Committee’s knowledge, the Owner is in violation of any of the terms and conditions of the Project Documents. Unless such request shall be complied with within 30 days after receipt of the request, it shall be conclusively presumed that the Owner and the Owner’s Improvement are in conformance with all the terms and conditions subject to the control of the Committee.

ARTICLE 7
CONSTRUCTION AND ALTERATION OF IMPROVEMENTS

7.1 General. The Design Requirements and Guidelines and the general restrictions set forth in this Declaration shall govern the right of an Owner, developer, or other entity to construct, reconstruct, refinish, alter or maintain any Improvement upon, under, or above any of the Property (except as provided in Section 6.2.2 above), and to make or create any excavation or fill on the Property, or make any change in the natural or existing surface contour or drainage, or install any utility line or conduit on or over the Property.

7.2 Approval Required. Except to the extent permitted in Section 6.2.2 above, any construction or reconstruction, or the refinishing or alteration of any part of the exterior of any Dwelling or other Improvement on the Property is absolutely prohibited until and unless the Owner or developer first obtains approval from the Design Review Committee and otherwise complies with the provisions of this Declaration. All Improvements shall be constructed only in accordance with approved plans and,if required, permits.

7.3 Landscaping Plan. Specifically included as part of the plans and specifications to be submitted to the Design Review Committee shall be a landscaping plan. Provided that the landscape plan may be submitted after approval of the plans for the initial Improvements to a Lot but shall be submitted not later than substantial completion of such Improvements, and shall be installed in the next planting season after such substantial completion. Such plan shall be designed to encourage water conservation through the use of native and drought resistant vegetation and shall be harmonious with the natural setting of North Village PD. All landscaping shall be part of an approved landscape plan, including but not limited to approved species of trees, shrubs and bushes, locations of plantings and any terrain modification. Any new or modified plantings to previously-approved landscaping which may affect the view opportunity from other Lots in the P.D., including new trees or larger bushes, shall be submitted for approval by the Design Review Committee prior to installation.

7.4 Completion of Exterior of Improvements. All improvements built, constructed, erected or placed upon any lot of the Property shall be completed as to the exterior thereof in accordance with the approved plans therefore, including but not limited to siding and trim, windows, doors, stain or paint, and roofing, within one year of date of commencement thereof.

7.5 Deemed Nuisances; Fines. Every violation of this Declaration is hereby declared to be and to constitute a nuisance, and every public or private remedy allowed for such violation by law or equity against a Member shall be applicable. This Declaration may be enforced as provided below. In addition to all other remedies, the Association shall be entitled to levy daily fines upon the Owner of the nonconforming/violating Improvement until the violation is corrected, at such rate as shall be set and determined in rules as adopted from time to time by the Association.

7.6 Removal of Nonconforming Improvements. The Association, upon request of the Committee and after reasonable notice to the offender and to the Owner, may remove any Improvement constructed, reconstructed, refinished, altered, or maintained in violation of this Declaration, and the Owner of the Improvement or the Lot upon which the Improvement is located shall immediately reimburse the Association for all expenses incurred in connection with such removal.

7.7 Construction Methods. Specific rules regarding construction methods, including but not limited to excavation, drainage, utility lines, waste storage, trash removal, materials storage, dust control, and transformers and meters, shall be set forth in the Design Requirements and Guidelines, and all Owners shall comply with those rules.