This Declaration of Covenants, Conditions and Restrictions of Hidden Pointe, (the "Declaration") is made as of May ____, 1996, by 216 Valley Group, a Colorado limited partnership (the "Declarant").

RECITALS

A. Declarant is the owner of the "Property" (as such term is defined below), which is generally located in the County of Douglas, State of Colorado. The Property initially subjected to this Declaration is generally depicted on that certain Final Plat of Green valley subdivision Filing No. 1A, recorded in the real property records of Douglas county, Colorado on December 1, 1995, at Reception No. 9557596, as amended from time to time (the "Map”).

B. The Property is a part of a planned community commonly known as Hidden Pointe. Accordingly, the Declarant desires to establish certain easements, covenants, conditions and restrictions to provide for the cooperative development, improvement, use, operation, maintenance, repair and enjoyment of Property located within such planned community. Further, Declarant now desires to create a planned community and to establish certain mutually beneficial easements, covenants, restrictions and equitable servitudes for the cooperative development, improvement, use, operation, maintenance, repair and enjoyment of such planned community under a general plan for the purpose of enhancing and perfecting the value, desirability and attractiveness of such planned community.

DECLARATION

NOW, THEREFORE, Declarant hereby declares that the Property is a planned community within the meaning of the Act and shall be owned, held, conveyed, encumbered, leased, improved, used, occupied and enjoyed subject to the following covenants, conditions, restrictions and equitable servitudes in furtherance of, and the same shall constitute, a general plan for the subdivision, ownership, improvement, sale, use and occupancy of the Property and to enhance the value, desirability and attractiveness of the Property. This Declaration shall (i) run with the land and all parts thereof at law and as an equitable servitude; (ii) bind all Persons having or acquiring any interest in the Property or any part thereof; (iii) inure to the benefit of and be binding upon every part of the Property and every interest therein; and (iv) inure to the benefit of, be binding upon, and be enforceable by Declarant, its successors in interest; each owner, their grantees, heirs and assigns and successors in interest; and the Association and its successors in interest.

ARTICLE 1

DEFINITIONS

1.1 Definitions unless the context otherwise specifies or requires, the following words and phrases when used in this Declaration shall have the meanings specified below.

1. 1. 1 "Act" means the Colorado Common Interest Ownership

Act codified at Colorado Revised statutes ("C.R.S.") §38-33.3-1O1 et sec, as amended.(continued next page)

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