To secure the Declarant’s interests related to the development of the Community, including the pursuit and furtherance of the missions and goals of the Community established and modified from time to time by the Declarant, the Declarant shall have, in addition to the rights set forth elsewhere in the Governing Documents, the benefit of certain rights and be encumbered with certain obligations, as set forth herein.
§A-101 Duration of the Declarant’s Rights arid Obligations.
The Declarant’s Rights and Obligations shall extend until the sooner to occur of (i) the conveyance of all Living Units contained or to be contained within the Community to Owners other than the Declarant or Participating Builders, or (ii) twenty (20) years after the recordation of this Declaration, provided, however, that if the Declarant is delayed in the improvement and development of the Community on account of a sewer, water or building permit moratorium or any other cause or event beyond Declarant’s control, then such twenty (20)-year period shall be extended by a period of time equal to the length of the delays or an additional five (5) years, whichever is less. Notwithstanding the foregoing, some specific rights and obligations of the Declarant may expire by virtue of their bring tied to the occurrence of certain events arising prior to the foregoing time periods. The Declarant may elect to voluntarily terminate all or any portion of the Declarant’s Rights and Obligations by expressing such election in writing to the Association. The term during which the Declarant’s Rights and Obligations may continue shall sometimes be referred to as the “Declarant’s Rights and Obligations Period”.
§A-102 Declarant’s Right to Complete the Community Plan.
(a) Development Activities. The Declarant shall have the right to conduct all lawful activities required or related to the completion of the Community Plan, as such may be amended from time to time. The Association shall not, as an entity, take any position of opposition against provisions of the Community Plan, as such may be amended from time to time, in a public setting, except that such prohibition shall not apply if the Declarant is seeking an amendment or modification to any existing regulatory approval which has an adverse and material impact on the affairs of the Association. Neither shall the Association utilize any of its material or financial resources to oppose the lawful development activities of the Declarant. Given the evolving nature of the Community Plan which is applicable to the Property, it will be necessary for the
Declarant to make changes and modifications to the Community Plan from time to time. This provision is not intended to dimmish the right of any individual to express opinions nor of the Association to pursue claims arising out of any actual adverse and material breaches of agreements or representations by the Declarant.
(b) Annexations. The Declarant hereby declares that all of the Property shall be subject to the Declarant’s right to unilaterally subject such real property to the covenants, conditions, restrictions and easements set forth in this Declaration and to annex such real property within the jurisdiction of the Association pursuant to Article 2 hereof. For the duration of the Declarant’s Rights and Obligations Period, the Declarant shall have the right to incrementally annex all or any portion of the Annexable Property within the jurisdiction of the Association or within the jurisdiction of any association established pursuant to Section A-102(c ) below, by executing and recording one or more Declarations of Annexation, regardless of the ownership of the Annexable Property at the time of such annexation and without the need for the execution or filing of any such Declarations of Annexation by any other party. To the extent required by law, the Participating Builders and any other party who may own any part of the Annexable Property at the time of its annexation hereby irrevocably constitute and appoint the Declarant, and its successors, transferees and assigns, as their attorney-in-fact for the purpose of executing and filing all such Declarations of Annexation. The foregoing power of attorney is expressly declared and acknowledged to be coupled with an interest in the subject matter hereof and the same shall run with the title to the Annexable Property and shall be binding upon the Participating Builders and any other party who may own any part of the Annexable Property at the time of its annexation.
(c ) Additional Associations. The Declarant shall have the right to establish one or more additional associations with respect to the Property, which associations may, without limitation, be responsible for providing amenities, facilities and/or services which are intended for the benefit of some or all of the Owners within the Community as well as owners of property adjoining and/or contiguous to the Community.
§A-103 Amendments and Other Actions Affecting the Declarant.
(a) Governing Documents. The Association shall make no amendments to the Governing Documents nor take any action that may adversely affect the Declarant’s interests, including, without limitation, the Declarant’s Rights and Obligations, without the prior written consent of the Declarant. In these contexts, the Declarant’s interests are intended to include those of the Participating Builders, because of their indispensable role in fulfilling the intent of the Community Plan.
(b) Easements. The Association shall take no action seeking to alter easements established in the Governing Documents for the benefit of the Declarant, nor to prevent establishment of easements necessary to complete the Community Plan.
§A-104 Association Related Rights and Obligations.
(a) The Declarant’s Responsibilities for Affairs of Association. The Declarant shall be exclusively responsible for conducting the affairs of the Association until at least one Owner, other than the Declarant or a Participating Builder has been elected to a seat on the Board of Directors.
(b) The Declarant’s Representation on the Board of Directors. All members of the initial Board of Directors shall be appointed by the Declarant and shall serve until replaced with Directors appointed by the Declarant and/or by Directors elected by non-Declarant Owners as provided in the Bylaws.
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