DECLARATION OF ASSOCATION BY-LAWS,
COVENANTS, CONDITIONS AND RESTRICTIONS

WITNESSETH:

WHEREAS, the undersigned is the Owner-Developer of certain real property in the County of Lancaster, State of Nebraska, which is more particularly described as:

Dakota Springs Acreage Development

NOW, THEREFORE, the undersigned hereby declares that all of the Property described above shall be held, sold and conveyed subject to the following easements, restrictions, covenants and conditions, which are for the purpose of protecting the value and desirability of, and which shall run with the real property and be binding on all parties having any right, title or interest, in the described Property or any part thereof, their heirs, successors and assigns, and shall insure to the benefit of each Owner thereof.

ARTICLE I.

DEFINITIONS

Section 1. “ASSOCIATION” shall mean and refer to Dakota Springs Home Owners Association, Inc., a non-profit corporation, its successors and assigns.

Section 2. “OWNER” shall mean and refer to the record Owners, whether one or more persons or entities, of a fee simple title to any lot which is a part of the Property, including any contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 3. “COMMON AREA” shall mean all real property, including the improvements thereto, owned by the Association for the common use and enjoyment of the Owners. The Common Area to be owned by the Association is presently described as follows:

That part of Lot A, Dakota Springs, Lancaster County, Nebraska, described and shown on page 1 of 6 of the Site Plan for Dakota Springs Community Unit Plan/Special Permit No. 06046 as Outlot A. The Site Plan for Dakota Springs Community Unit Plan/Special Permit No. 06046 is on file in the Planning Department of the City of Lincoln, Nebraska.

Section 4. “LOT” shall mean and refer to each lot shown upon any recorded final plat of the Property. The plots of land to be platted as lots are described and shown on page 1 of 6 of the Site Plan for Dakota Springs Community Unit Plan/Special Permit No. 06046.

Section 5. “OWNER-DEVELOPER” shall mean and refer to SWL Development, LLC, Michael A. Boettcher or Gary A. Pickering, or their designated agent.

Section 6. “DECLARATION” shall mean and refer to the Declaration of Covenants, Conditions and Restrictions, applicable to the Property recorded in the office of the Register of Deeds of Lancaster County, Nebraska.

Section 7. “MEMBER” shall mean and refer to those persons entitled to membership as provided in the Declaration.

ARTICLE II.

PROPERTY RIGHTS

Section 1. Owners’ Easement of Enjoyment. Every Owner shall have a right and easement of enjoyment in, and to, the Common Area which shall be appurtenant to, and shall pass with, the title to every lot, subject to the following provisions:

a. The right of the Association to adopt reasonable rules and regulations for the use of the Common Area; to include the right of the Association to assess an Owner for costs of repair, replacement, improvement and maintenance of the Common Area and its’ improvements.

b. The right of the Association to suspend the voting rights of an Owner of any period during which any assessment against his/her lot remains unpaid; or for any infraction of its published rules and regulations;

c. The right of the Association to dedicate or transfer all or any part of its interest in the Common Area to any person, public agency, authority, or utility, for such purposes and subject to such conditions as may be agreed to by the Association. No such dedication or transfer shall be effective unless an instrument agreeing to such dedication or transfer signed by two-thirds (2/3rds) of each class of members has been recorded.

Section 2. Delegation of Use. Any Owner may delegate, in accordance with the By- Laws, his/her right of enjoyment to the Common Area.

Section 3. Future Urbanization. Each owner of a Lot within the Property, by acceptance of a deed therefore, acknowledges that the Property is subject to future subdivision and additional future urban residential development as shown on the Dakota Springs Community Unit Plan – Special Permit No. 06046 when (a) sanitary sewer and water mains have been extended to serve the Property; (b) the Property has been annexed; and (c) the Property has been rezoned to a district allowing for higher urban density. The owner of each Lot within the Property, by acceptance of a deed to the Lot, covenants and agrees the Owner shall be responsible for all the future infrastructure costs associated with the annexation of the Lot into the City of Lincoln, specifically those outlined in the Dakota Springs Community Unit Plan, Special Permit NO. 06046, including special assessments assessed and levied against the Lots. In addition, each Owner of a Lot agrees in the event the street abutting said Lot within the Property is included within a street paving and/or ornamental lighting district, such Owner shall, within 30 days upon creation of the district, petition the City Council of the City of Lincoln to order the final construction of said street paving and/or ornamental lighting. In addition, each Owner who accepts a deed to a Lot acknowledges that certain outlots shown and identified in the Dakota Springs Community Unit Plan – Special Permit NO. 06040 are reserved for future residential development and subject to future platting to a density of approximately 339 dwellings when (a) sanitary and water mains have been extended to serve the outlots; (b) the outlots have been annexed; and (c) the outlots have been rezoned to a district allowing for higher urban density.

Each owner of a Lot further agrees that in the event of any infrastructure improvements including but not limited to water mains, street paving, sidewalks, street trees, storm water and ornamental street lights are ordered constructed pursuant to a special assessment district, Owner (1) agrees and consents that the costs thereof shall be assessed and levied against the benefited properties, waiving all objection to the sufficiency of the petitions presented therefore, to the proceedings creating such districts, to the making of the assessment and to the equalization thereof; and (2) agrees to pay to the City of Lincoln said costs assessed and levied against said Lot.

Each Lot Owner agrees to locate buildings on Lots so as to preserve the remaining portion of said Lots for future platting of buildable Lots as shown on the Community Unit Plan. Each Lot Owner agrees that the City and/or County may withhold the issuance of any building permit for a building on said Lots which do not comply with the requirements of this paragraph.

ARTICLE III.

MEMBERSHIP AND VOTING RIGHTS

Section 1. Every Owner of a lot which is subject to assessment, shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessment.

Section 2. The Association shall have two classes of voting membership;

Class A. Class A members shall be all Owners, with the exception of the Owner- Developer, and shall be entitled to one (1) vote for each lot owned. When more than one person holds an interest in any lot, all such persons shall be members. The vote for such lot shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any lot.

Class B. The Class B member(s) shall be the Owner-Developer and shall be entitled to four (4) votes for each lot owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier:

a. When the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership, or,

b. On August 1, 2011.

ARTICLE IV.

COVENANT FOR ASSESSMENTS

Section 1. Creation of the Lien and Personal Obligation of Assessments. The Owner- Developer, for each lot owned within the Property, hereby covenants, and each Owner of any lot by acceptance of a deed therefore, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association (1) annual assessments or charges, and (2) special assessments for capital improvements, such assessments to be established and collected as hereinafter provided. The annual and special assessments, together with interest, costs and reasonable attorney’s fees shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made.

Section 2. Purpose of Assessment. The assessments levied by the Association shall be used exclusively to promote the recreation, health, safety, and welfare of the residents in the Property, for the improvement and maintenance of the Common Area, and for the future development consistent with the approved Community Unit Plan. These assessments shall include, but not be limited to, the operation and maintenance of the community waste water system located within the said plat in accordance with the rules and regulations of the State of Nebraska, the County of Lancaster and the City of Lincoln. The assessments shall also include the continuous maintenance of the streets within the plat, until such time as the County of Lancaster, or the City of Lincoln, Nebraska, specifically accepts such maintenance. Outlot A includes a waste water treatment facility which serves all lots within the Property. The Association shall maintain it in accordance with all applicable laws and regulations. The Association shall budget an adequate amount to pay for professional management of the system and provide for a build-up of reserves for capital improvements as may be recommended by the Professional Manager, Assessments for the maintenance, Professional Management and establishment of reserves for capital improvements shall be made equally against all lots within the Property.

Section 3. Annual Assessment. Association dues will begin the month following occupancy, or January 1, 2009, which ever comes first. The first monthly estimated assessment shall be One Hundred and no/100 Dollars ($100.00) per lot. The annual assessments thereafter shall be based on estimated actual costs, currently estimated at $1,200.00 annually. Any deficiency on estimated actual cost shall be billed to the lot Owner when determined.

Section 4. Special Assessments. In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Area, including fixtures and personal property related thereto, and for future urban development consistent with the approved Community Unit Plan, provided that any such assessment for new construction of capital improvements shall have the assent of two-thirds (2/3rds) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose. Special assessments shall be levied at any time for construction, reconstruction, repair or replacement of a capital improvement the operation of which is required by the State of Nebraska, Lancaster County or the City of Lincoln if such action is necessary to comply with a requirement of such governmental entity.

Section 5. Notice and Quorum for Any Action Authorized Under Section 4. Written notice of any meeting called for the purpose of taking any action authorized under Section 4 shall be sent to all members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast sixty percent (60%) of all the votes of each class of membership, shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Section 6. Uniform Rate of Assessment. Both annual and special assessments must be fixed at a uniform rate for all lots, and may be collected on a monthly basis or on an annual basis, as determined by the Board of Directors.

Section 7. Date of Commencement of Annual Assessments: Due Dates. The annual assessments provided for herein shall commence as to all lots on the 1st day of the month following the conveyance of the Common Area. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall, upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified lot have been paid. A properly executed certificate of the Association as to the status of assessments on a lot is binding upon the Association as of the date of its issuance.

Section 8. Effect of Nonpayment of Assessments: Remedies of the Association. Any assessment not paid within thirty (30) days after the due date shall bear interest from the due date at the rate of nine percent (9%) per annum. The Association may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien against the property. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his/her lot.

Section 9. Subordination of the Lien to Mortgages and Deeds of Trust. The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage or deed of trust. Sale or transfer of any lot shall not affect the assessment lien.

ARTICLE V.

USE RESTRICTIONS FOR THE PROPERTY

Section 1. Use. No lot when final platted as a buildable lot shall be used other than for residential purposes in accordance with the requirements of Dakota Springs Community Unit Plan/Special Permit No. 06046. No lot shall be improved unless the plan for improvement has been approved in writing by the Owner-Developer. No lot shall be regraded or re-landscaped without prior written approval by the Owner-Developer.

Section 2. Completion of Construction. Any building constructed upon any lot within the Property shall be completed within twelve (12) months after the commencement of construction.

Section 3. Wiring. No wiring for electrical power, telephone, television, radio, or any other use shall be permitted above ground, except within a building. No commercial radio or television tower shall be permitted upon any lot within the Property. Radio and/or television antennas or satellite dishes for personal use may be located upon the Property in accordance with Section 4 below.

Section 4. Approval of Plans. Owner-Developer shall have the exclusive right to establish grades and slopes for all lots within the Property and to fix the grade at which any building shall be constructed upon any lot, in conformity with the general plan for development of the Property.

Plans for any building or other improvement to be placed or constructed upon any lot within the Property shall be submitted to the Owner-Developer and shall show the design, size, and exterior material for the building or improvement and the plat plan for the lot, including the proposed landscape plan. One set of plans shall be left on permanent file with the Owner-Developer. Construction of the building or improvements shall not be commenced unless written approval of the plans has been secured from the Owner- Developer. Written approval or disapproval of the plans shall be given by the Owner- Developer within thirty (30) days after receipt thereof. Approval of the plans shall not be reasonably withheld, and upon disapproval, a written statement of the grounds for disapproval shall be provided.

Owner-Developer shall have the exclusive right to disapprove the plans, if in Owner- Developer’s opinion, the plans do not conform to the general standard of development in the Property.

The following shall be recommended standards for approval of all plans:

a. No more than two (2) buildings, including the main residence constructed upon any buildable lot within the Property. No dwelling shall be constructed upon any outlot until said outlot is re-platted into a buildable lot. No building can exceed 35 feet in height.

b. Dwellings should be designed based on styles suitable for country living specific to the site characteristics. Encouraged styles include English Country, French Country, Prairie, New England Farmhouse, California Bungalow, Cape Cod or Ranch. Ranch designs should have the appropriate deep overhangs and multiple wings. Material selection should reflect the communities emphasis on quality and environmental sustainability.

c. Outbuilding should be designed in ratio to the dwelling with eaves, pitched roof, color and character of the residence. Plans for any outbuilding shall be submitted to the Owner-Developer for written approval prior to construction. One set of plans shall be left on permanent file with the Owner-Developer.

d. Garages are encouraged to be capable of holding a minimum of two (2) fullsized vehicles. If garages are oriented to the front, appropriate set back from the house and blend with the overall appearance of the residence.

e. Brick or stone exterior should be suitable to the style of dwelling and have a clear presence. Masonry veneers should blend with design. Plans shall be submitted to the Owner-Developer for written approval prior to construction.

f. Exterior placement of television antennas, radio towers, or satellite dishes over 2 feet in circumference are discouraged. Interior placement within an attic is recommended. All wires, cables, conduits, or pipes shall be placed underground except that portion necessary for service to the interior of any structure. Individual wind turbines used to supply environmentally friendly power to the residence will be allowed. Wind turbine design must fit the character of the dwelling and overall development. Wind turbine placement should take into consideration the view of others. All wind turbine designs and specifications must be submitted to the Owner-Developer for written approval prior to construction. Owner-Developer retains the right of refusal for all turbines.

g. Designs should incorporate limited exposure of concrete foundation.

h. Each lot will have a street light fixture provided by the developer. The cost of installing and maintaining the street light fixture will fall upon the lot owner. Location of street light fixture must be approved by owner-developer prior to installation.

Section 5. City Requirements. All buildings within the Property shall be constructed in conformity with the requirements of the applicable building codes of the City of Lincoln, Nebraska.

Section 6. Temporary Structures. No partially completed dwelling or temporary building and no trailer, tent, shack, or garage on any lot within the Property shall be used as either a temporary or permanent residence.

Section 7. Nuisance. No noxious or offensive activity shall be conducted or permitted upon any lot within the Property, nor anything which is or may become an annoyance or nuisance to the neighborhood or which endangers the health or unreasonably disturbs the quiet of the occupants of adjoining lots. There shall be no discharging of firearms within the Property or the Commons. There shall be no non-operating, wrecked, junked, partially dismantled, unlicensed or unregistered vehicle kept or parked on any lot within the Property unless such vehicle is kept or parked within an enclosed building.

Section 8. Signs. No advertising signs, billboards, or other advertising device shall be permitted on any lot within the Property. However, Owner-Developer may erect signs advertising lots for sale within the Property, and a sign advertising a single lot for sale may be erected upon any lot.

Section 9. Trees. Each lot owner shall nurture and maintain all trees placed upon the lot by the Owner-Developer. Each lot owner will be required to plant four (4) trees along the street that are a minimum of 2” in diameter. Lot owner may select from any variety tolerant of natural weather extremes.

Section 10. Animals. No animals, livestock or poultry of any kind shall be raised, bred, or kept on any lot within the Property for any commercial purpose. The only animals permitted shall be cats, dogs, and house pets kept for personal or family purposes. No farm animals, including but not limited to cattle, horses, swine, sheep, goats, or poultry shall be permitted on any lot within the Property for any purpose.

Section 11. Common Utility Lines. When any utility line shall be constructed on two or more adjoining lots within the Property, each member who is titleholder of one of the adjoining lots shall have an easement for the maintenance, repair, and replacement of the utility line upon all of the adjoining lots, which easement shall be appurtenant to the interest requisite for membership.

Any expenses of maintenance, repair, or replacement of the utility line shall be borne equally by the members who are the titleholders of such adjoining lots. The provisions of this paragraph shall not operate to relieve any member from any liability which such member may incur by reason of negligent or willful acts or omissions resulting in the damage to the utility line.

Section 12. Recreational Vehicles. No recreational vehicle, as defined by the Lincoln Municipal Code, shall be parked or stored upon any lot within the Property, except within an enclosed structure. Recreational vehicles may be temporarily parked or stored upon a lot for a period of time not to exceed fourteen (14) days per year.

Section 13. Maintenance of Lawns and Trees. At such time as an occupancy permit is issued on a residence located within the Property, the owner of such lot shall have twelve (12) months to establish a lawn that is planted to a drought-resistant grass species. All other plantings should be tolerant of natural weather extremes. Drought tolerant trees which provide summer solar shade and allow winter sun exposure are recommended. Owners shall be deemed to covenant to maintain such lawn in a drought-resistant grass species, except native grasses which are suitable for conservation reserve planting.

Section 14. Maintenance of Property. Each lot shall be kept free of debris and weeds and shall be kept mowed. If a lot is not maintained in the above manner, the Association may notify the Owner of the lot in writing that such maintenance must be done in ten (10) days, after which, if the owner has not complied, the Association may perform the work and charge the Owner for such work. Chemical applications should consist of environmentally friendly material to protect wild life and fish.

Section 15. Roadways. All roadways shall be hard surfaced with either concrete or asphalt only

Section 16. Walls and Fences. No property line to property line wall or solid fence may be constructed. Limited fencing for aesthetic purposes shall be consistent with the style of residence. All fencing must be approved, in writing, by the Owner-Developer prior to construction. No wall or fence may be placed on any lot exceeding five feet (5') in height, except around a swimming pool. No barbed wire fence may be placed on any lot.

Section 17. Solar Panels. Any solar panels placed on any residence constructed on any lot shall be mounted flush with the roof of such residence, and shall not be located along any exterior wall of such residence nor in any yard of any lot.

Section 18. Storage. No lot may be used for storage of any personal property except within a structure.

Section 19. Garbage and Refuse. Garbage and refuse must be stored in covered containers which shall be kept within a structure or a screened area except during pick-up or disposal. Garbage or refuse must not be burned or buried on any lot.

Section 20. Severability. The invalidation of any one of these Restrictive Covenants shall not affect the validity of the remaining provisions hereof.

ARTICLE VI.

EASEMENTS

Section 1. General Easements. The Owners reserve to themselves, their successors and assigns, easements over and upon the Common Area as defined in Section 3 of Article I hereof, subject to the rules and regulations for its use as determined by the Association.

Section 2. Sewer and Water Line Easements. It is the lot Owner’s individual responsibility and expense to maintain, repair and replace any water or sewer line which services the residence on his/her own lot. Should the Owner fail to maintain, repair or replace such line or lines when needed, then the Association shall have the right to repair or replace such lines and charge the lot Owner for the actual cost of such repair or replacement.

Section 3. License to Enter Upon Lots for Maintenance. The Association reserves the right to enter upon any lot within the Property to provide the maintenance set forth in Article V of this Declaration.

Section 4. Fiber-Optic Cable. Windstream Nebraska Inc. is the incumbent Local Exchange Carrier for this development. Voice and Broadband services are provided to new homes via fiber rather than copper cable. Therefore, certain mandatory wiring specifications must be followed to avoid additional costs to the builder or homebuyer. The minimum wiring requirements for Fiber to the Premise ("FTTP") are as follows:

(1) Space for the Optical Network Terminal ("ONT"). A minimum of three square feet (2’ W x 1.5’ H) of exterior wall space, as close as feasible to the power meter base.

(2) Interior Space for the Power Supply/Back-Up Battery. A minimum of one square foot (1’ X 1’) within 50 feet wire length of the ONT location.

(3) Dedicated AC Power Outlet. The power supply for the ONT requires a standard 120- volt connection that utilizes approximately 28-30 watts of power. The power outlet must be within 8 feet of the Power Supply/Back-Up Battery.

(4) Short Sleeve/Conduit for connecting ONT to Power Supply. A single 1” diameter Electrical Grade PVC sleeve is required with sufficient length to attach to a conduit body, such as a locknut bushing coupling.

ARTICLE VII.

GENERAL PROVISIONS

Section 1. Enforcement. The Association or any Owner, shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration. Failure by the Association or by any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. The City of Lincoln, Nebraska, shall have the right to enforce by a proceeding at law or in equity all restrictions, conditions, and covenants regarding the maintenance of the Common Area, including the trees, shrubs, and grass; the private roadways, driveways and parking areas, storm sewers, private ornamental street lights, private sanitary sewers, private sewage disposal plant, private water lines, and private water wells, and the community sewage system located in Outlot A.

The City of Lincoln shall have the right to enforce by a proceeding at law or in equity all restrictions, conditions, and covenants regarding future urbanization of the Property. In the event Dakota Springs Home Owners Association, Inc. dissolves, the lot Owners shall remain jointly and severally liable for the cost and maintenance of the aforementioned Common Area and private improvements.

Section 2. Severability. Invalidation of any one of these covenants or restrictions by judgment or Court order shall in no way affect any other provisions which shall remain in full force and effect.

Section 3. Amendment. The covenants and restrictions of this Declaration shall run with and bind the land, for a term of twenty-five (25) years from the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of ten (10) years, unless an instrument signed by a majority of the then Owners of the lots has been recorded, agreeing to change said covenants and restrictions in whole or in part, provided, however, that these covenants and restrictions shall not be permitted to terminate or lapse, nor shall the future urbanization and maintenance responsibilities and requirements be modified as to the Common Area, without the prior written consent of the City of Lincoln, Nebraska. It is expressly understood that this Declaration can be amended at any time during its existence.

In the event that the Association is dissolved, the members thereof shall remain jointly and severally liable for the cost of maintenance of those items set forth in Section 4 of this Article VII. In the event that the maintenance obligations are not fulfilled, the City of Lincoln, may, at its option, perform such maintenance as it deems necessary and bill each of the members for the cost of the performance of such maintenance on an equal basis.

Any instrument amending, modifying, abrogating or canceling these protective covenants pertaining to the structure, existence or financing of the Home Owners’ Association must be approved by the City Attorney’s Office in writing and recorded before it shall be effective.

Section 4. Permanent Maintenance of Common Area. The Association specially assumes responsibility for the permanent and continuous maintenance of the Common Areas, including the trees, shrubs and grasses; the private roadways, the pond, dam and spillways, sewer lines; private sewage disposal plant, water lines and water wells, if any, as required under the ordinance which approved Dakota Springs Community Unit Plan/Special Permit No. 06046 and any future final plat of the Property.

Section 5. Rural Setting. Dakota Springs Acreage development is designed for a rural setting. Normal and customary farm operations will occur and are not considered a nuisance.