Community Covenants

: (42) : AFTER RECORDING RETURN TO: Tim Hagen Glast, Phillips & Murray, P.C.

2200 One Galleria Tower 13355 Noel Road Dallas, Texas 75240 FILED TARRANT COUNTY TEXAS 200 MAR -8 PM 12:23 SUZANNE HENDERSON COUNTY CLERK DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SKYLINE RANCH, FORT WORTH, TEXAS THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SKYLINE RANCH, FORT WORTH, TEXAS (herein so called) is made this 6th day of March 2007, by WILBOW-SKYLINE DEVELOPMENT CORPORATION, a Texas ' corporation (hereinafter referred to as "Declarant").

WITNESSETH: WHEREAS, Declarant is the owner of the real property referred to in Article II hereof and described on Exhibit "A" attached hereto and made a part hereof for all purposes, and desires to create thereon a residential community with residential lots, open spaces, landscaping, sprinkler systems, common lighting, fencing, sidewalks, screening walls, one or more swimming pools, and other common improvements for the benefit of the community; and WHEREAS, Declarant desires to provide for, among other matters, the preservation of the values and amenities in said community and for the maintenance of said open spaces, landscaping, sprinkler systems, common lighting, fencing, sidewalks, screening walls, swimming pool, and other common improvements; and, to this end, desires to subject the real property referred to in Article II, together with such additions as may hereafter be made thereto (as provided in Article II) to the covenants, conditions, restrictions, easements, charges and liens hereinafter set forth, each and all of which is and are for the benefit of said property and each and every owner of any part thereof; and 1 !

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and liens hereinafter set forth, each and all of which is and are for the benefit of said property and each and every owner of any part thereof; and 1 !

: WHEREAS, Declarant has deemed it desirable, for the efficient preservation of the values and amenities in said community, to create an owners' association to which would be delegated and assigned the powers of (i) maintaining and administering the common properties and facilities, (ii) administering and enforcing the covenants and restrictions contained herein, and (iii) collecting and disbursing the assessments and charges hereinafter created; and WHEREAS, Declarant has caused or will cause a non-profit corporation to be incorporated under the laws of the State of Texas for the purpose of effecting the intents and objectives herein set forth.

NOW, THEREFORE, Declarant declares that the real property referred to in Article II, and such additions thereto as may hereafter be made pursuant to Article II hereof, is and shall be held, transferred, sold, conveyed and occupied subject to the covenants, conditions, restrictions, easements, charges and liens (sometimes referred to as "Covenants and Restrictions") hereinafter set forth.

ARTICLE I DEFINITIONS The following words when used in this Declaration or any Supplemental Declaration (unless the context shall otherwise provide) shall have the following meanings: (a) "Architectural Control Committee" shall mean and refer to the architectural control committee described in Article X hereof.

(b) "Association" shall mean and refer to FW Skyline Ranch Residential Association, Inc., a Texas non-profit corporation, or other non-profit corporation formed by Declarant, which will have the power, duty and responsibility of

and refer to FW Skyline Ranch Residential Association, Inc., a Texas non-profit corporation, or other non-profit corporation formed by Declarant, which will have the power, duty and responsibility of maintaining and administering the Common Properties, and collecting and disbursing the assessments and charges hereinafter prescribed, and will have the right to administer and enforce the Covenants and Restrictions.

(c) "Board" or "Board of Directors" shall mean and refer to the board of directors of the Association.

(d) "Bylaws" shall mean and refer to the bylaws of the Association, as may be amended from time to time.

2 (e) "Certificate of Formation" shall mean and refer to the Certificate of Formation of the Association as may be amended from time to time.

(f) "Class A Members" shall have the meaning set forth in Section 3.02 hereof.

(g) hereof.

"Class B Members" shall have the meaning set forth in Section 3.02 (h) "Common Properties" shall mean and refer to those certain landscaped medians, landscaping improvements, monuments, plantings, sidewalks, screening walls, fencing, sprinkler systems, easements, and a swimming pool, among other amenities, within the Properties which are now or hereafter designated by the Declarant or the Board of Directors as Common Properties intended for or devoted to the common use and enjoyment of the Owners, together with any and all improvements that are now or may hereafter be constructed thereon. In certain circumstances, Common Properties may not be owned by the Association in fee, but may, in some instances, be held as an easement, be leased or may simply be areas of land that are not owned or leased by the Association but which are maintained by the

by the Association in fee, but may, in some instances, be held as an easement, be leased or may simply be areas of land that are not owned or leased by the Association but which are maintained by the Association for the use and benefit of the Owners and the Properties, such as improvements within public parks or public rights of way.

(i) "Declarant" shall mean and refer to Wilbow-Skyline Development Corporation, a Texas corporation, and its successors and assigns, if such successors and/or assigns become same by express assignment by Wilbow-Skyline Development Corporation of its rights as Declarant hereunder or by operation of law. No person or entity purchasing one or more Lots from Wilbow-Skyline Development Corporation in the ordinary course of business shall be considered as "Declarant".

(j) "Lot" shall mean and refer to any plot or tract of land shown upon any recorded subdivision map(s) or plat(s) of the Properties, as amended from time to time, which is designated as a lot thereon and which is or will be improved with a residential dwelling. Some portions of the Common Properties may be platted as a "lot" on the recorded subdivision plat, however, these lots shall be excluded from the concept and definition of lot as used herein.

(k) "Member" shall mean and refer to each Owner as provided in Article III hereof.

(1) "Owner" shall mean and refer to every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject to this Declaration. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation.

(m) "Plat" shall mean and refer to the Final Plat of Skyline Ranch, an

ies who hold an interest merely as security for the performance of an obligation.

(m) "Plat" shall mean and refer to the Final Plat of Skyline Ranch, an addition to the City of Fort Worth, according to the map or plat thereof recorded in Cabinet A Slide No. 11740 of the Plat Records of Tarrant County, Texas.

' (n) "Properties" shall mean and refer to the properties subject to this Declaration as described on Exhibit "A" attached hereto, together with such additions as may hereafter be made thereto (as provided in Article II).

ARTICLE II PROPERTY SUBJECT TO THIS DECLARATION; ADDITIONS THERETO 2.01 Existing Properties. The Properties which are, and shall be, held, transferred, sold, conveyed, and occupied subject to this Declaration are located in Fort Worth, Tarrant County, State of Texas, and are more particularly described on Exhibit "A" attached hereto and incorporated herein by reference for all purposes.

2.02 Additions to Properties. Additional land(s) may become subject to this Declaration in any of the following manners: (a) The Declarant may add or annex additional real property (whether owned by Declarant or others) to the scheme of this Declaration by filing of record a Supplementary Declaration of Covenants, Conditions and Restrictions ("Supplementary Declaration") which shall extend the scheme of the Covenants and Restrictions of this Declaration to such property; provided, however, that such Supplementary Declaration may contain such complementary additions and modifications of the Covenants and Restrictions contained in this Declaration as may be necessary to reflect the different character, if any, of the added properties.

(b) In the event any person or entity other than the Declarant desires to

ictions contained in this Declaration as may be necessary to reflect the different character, if any, of the added properties.

(b) In the event any person or entity other than the Declarant desires to add or annex additional residential and/or common areas to the scheme of this Declaration, such proposed annexation must have the prior written consent and approval of the majority of the outstanding votes within each voting class of the Association, as evidenced by a certificate or document executed by an officer of the Association and recorded in the Real Property Records of Tarrant County, Texas.

(c) Any additions made pursuant to Paragraphs (a) and (b) of this Section 2.02, when made, shall automatically extend the jurisdiction, functions, duties and membership of the Association to the properties added.

(d) The Declarant shall have the right and option [without the joinder, approval or consent of any person(s) or entity(ies)] to cause the Association to merge or consolidate with any similar association then having jurisdiction over real property located (in whole or in part) within one-half (½) mile of any real property then subject to the jurisdiction of the Association. Upon a merger or consolidation of the Association with another association, its properties, rights and obligations may, by 4 operation of law, be transferred to another surviving or consolidated association or, alternatively, the properties, rights and obligations of another association may, by operation of law, be added to the properties, rights and obligations of the Association as a surviving corporation pursuant to a merger. The surviving or consolidated association may administer the Covenants and Restrictions established by this

, rights and obligations of the Association as a surviving corporation pursuant to a merger. The surviving or consolidated association may administer the Covenants and Restrictions established by this Declaration within the Properties together with the covenants and restrictions established upon any other properties as one scheme.

(e) Notwithstanding the fact that the Declarant may not be an Owner by virtue of its sale, transfer or conveyance of all of its right, title, and interest in the Properties, the Declarant shall continue to be entitled to implement and exercise all its rights under and pursuant to this Section 2.02 and all of the subsections hereof.

Even though the Declarant may not be a Class A or Class B Member prior to an annexation, merger or consolidation permitted by this Section 2.02, subsequent to such annexation, merger or consolidation, the Declarant shall be and become a Class B Member with respect to the Lots owned by it within the Properties, as such Properties have been expanded or increased by the annexation, merger or consolidation. The Declarant's rights as a Class B Member shall be governed by and set forth in this Declaration and the Certificate of Formation and Bylaws of the Association, as same may be amended or altered by, and in accordance with, the annexation, merger or consolidation.

ARTICLE III MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION 3.01 Membership. Every Owner of a Lot shall automatically be a Member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any Lot. An Owner shall not be a Member in good standing if there

merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any Lot. An Owner shall not be a Member in good standing if there are unpaid dues, fines, late charges, interest, legal fees, and/or any other Assessment of any nature.

Any Member who is not in good standing shall not have any voting rights hereunder until such unpaid amounts are paid in full.

3.02 Classes of Membership. The Association shall have two (2) classes of voting membership: CLASS A. Class A Members shall be all Members with the exception of Class B Members. Class A Members shall be entitled to one (1) vote for each Lot in which they hold the interest required for membership. When more than one person holds such interest or interests in any Lot, all such persons shall be Members, and the vote for such Lot shall be exercised as they, among themselves, determine, but in no event shall more than one (1) vote be cast with respect to any such Lot.

CLASS B. Class B Members shall be Declarant and any bona fide Owner who is engaged in the process of constructing a residential dwelling on any Lot for sale to consumers. Declarant shall be entitled to six (6) votes for each Lot owned by all 5 Class B Members. Class B Members other than Declarant shall be non-voting Members of the Association. The Class B membership shall cease, and each Class B Member shall become a Class A Member, upon the earlier to occur of the following: (i) when the total number of votes outstanding in the Class A Membership is eight (8) times greater than the total number of votes outstanding in the Class B Membership; or (ii) the Lots; or (iii) when Declarant no longer owns record title to any of

the Class A Membership is eight (8) times greater than the total number of votes outstanding in the Class B Membership; or (ii) the Lots; or (iii) when Declarant no longer owns record title to any of on the tenth (10th) anniversary of the date this Declaration was recorded in the Office of the County Clerk of Tarrant County, Texas.

Notwithstanding the voting rights within the Association, until the Declarant no longer owns record title to any of the Lots or the tenth (10th) anniversary of the date this Declaration was recorded in the Office of the County Clerk of Tarrant County, Texas, whichever occurs first in time, the Association shall take no action with respect to any matter whatsoever without the prior written consent of the Declarant.

Owners of exempt properties as described in Section 5.11 hereof shall be Members but shall not have voting rights.

3.03 Quorum, Notice and Voting Requirements.

(a) Subject to the provisions of Paragraph (c) of this Section, any action taken at a meeting of the Members shall require the assent of the majority of all eligible votes of those who are voting in person or by proxy, regardless of class, at a meeting duly called, written notice of which shall be given to all Members not less than ten (10) days nor more than sixty (60) days in advance.

(b) The quorum required for any action referred to in Paragraph (a) of this Section shall be as follows: The presence, in person or by proxy, of Members entitled to cast, or of proxies entitled to cast, at least thirty-five percent (35%) of the votes of all Members of the Association, regardless of class, shall constitute a quorum for any action except as otherwise provided in the Certificate of Formation, the Bylaws or this Declaration or as provided by the laws of the State of Texas.

rdless of class, shall constitute a quorum for any action except as otherwise provided in the Certificate of Formation, the Bylaws or this Declaration or as provided by the laws of the State of Texas.

(c) As an alternative to the procedure set forth above, any action referred to in Paragraph (a) of this Section may be taken without a meeting if a consent in writing, approving the action to be taken, shall be signed by seventy-five percent (75%) of all Members.

(d) Except as otherwise specifically set forth in this Declaration, notice, voting and quorum requirements for all actions to be taken by the Association shall be consistent with its Certificate of Formation and Bylaws, as same may be amended from time to time.

ARTICLE IV PROPERTY RIGHTS IN THE COMMON PROPERTIES 4.01 Members' Easements of Enjoyment. Subject to the provisions of Section 4.03 of this Article, every Member and every tenant of every Member, who resides on a Lot, and each individual who resides with either of them, respectively, on such Lot shall have a non-exclusive right and easement of use and enjoyment in and to the Common Properties, and such easement shall be appurtenant to and shall pass with the title of every Lot; provided, however, such easement shall not give such person the right to make alterations, additions or improvements to the Common Properties.

Title to the Common Properties. The Declarant shall dedicate and convey the fee simple title to the Common Properties, if any, to the Association prior to the conveyances of the first Lot to a party other than Declarant.

4.02 4.03 Extent of Members' Easements. The rights and easements of enjoyment created hereby shall be subject to and limited by the following:

eyances of the first Lot to a party other than Declarant.

4.02 4.03 Extent of Members' Easements. The rights and easements of enjoyment created hereby shall be subject to and limited by the following: (a) The right of the Association to prescribe regulations governing the use, operation and maintenance of the Common Properties.

(b) Liens of mortgages placed against all or any portion of the Common Properties with respect to monies borrowed by the Declarant to develop and improve the Common Properties or by the Association to improve or maintain all or any portion of the Common Properties; provided, however, in no event may Declarant or the Association mortgage all or any portion of the Common Properties without the prior written consent of Owners owning at least sixty-seven percent (67%) of the Lots (other than Lots owned by the Declarant) within the Properties.

(c) The right of the Declarant and/or the Association to enter into and execute contracts with parties (including the Declarant or an affiliate of the Declarant) for the purpose of providing maintenance for all or a portion of the Common Properties or providing materials or services consistent with the purposes of the Association; (d) The right of the Association to take such steps as are reasonably necessary to protect the Common Properties against foreclosure; (e) The right of the Association, as may be provided in its Bylaws, to suspend the voting rights of any Member and to suspend the right of any individual 7 to use any of the Common Properties for any period during which any assessment against a Lot owned by such individual remains unpaid, and for any period not to exceed sixty (60) days for an infraction of its rules and regulations;

rties for any period during which any assessment against a Lot owned by such individual remains unpaid, and for any period not to exceed sixty (60) days for an infraction of its rules and regulations; (f) The right of the Declarant or the Association, subject to approval by written consent by the Member(s) having a majority of the outstanding votes of the Members, in the aggregate, regardless of class, to dedicate or transfer all or any part of the Common Properties to any public agency, authority, or utility company for such purposes and upon such conditions as may be agreed to by such Members; and (g) The right of the Declarant or the Association, at any time, to make such reasonable amendments to the Plat, as it deems advisable, in its sole discretion.

All Members are advised that a portion of the Common Properties may be located within the platted and dedicated public rights-of-way and in connection therewith the public shall have rights of use and enjoyment of Common Properties located within the public rights-of-way. All Members are advised that the residences of the City of Fort Worth may be permitted to utilize and enjoy portions of the Common Properties, including, but not limited to the park areas within the subdivision.

ARTICLE V COVENANTS FOR ASSESSMENTS 5.01 Creation of the Lien and Personal Obligation of Assessments. Declarant, for each Lot owned by it, hereby covenants and agrees, and each purchaser of any Lot by acceptance of a deed or other conveyance document creating in such Owner the interest required to be deemed an Owner, whether or not it shall be so expressed in any such deed or other conveyance document, shall be deemed to covenant and agree (and such covenant and agreement shall be deemed to constitute a

an Owner, whether or not it shall be so expressed in any such deed or other conveyance document, shall be deemed to covenant and agree (and such covenant and agreement shall be deemed to constitute a portion of the consideration and purchase money for the acquisition of the Lot), to pay to the Association (or to an entity or collection agency designated by the Association): (1) annual maintenance assessments or charges (as specified in Section 5.04 hereof), such assessments to be fixed, established and collected from time to time as herein provided; (2) special assessments for capital improvements and other purposes (as specified in Section 5.05 hereof), such assessments to be fixed, established and collected from time to time as hereinafter provided; and (3) individual special assessments levied against one or more Owners for those items specified in Section 5.05 hereof, all of such assessments to be fixed, established and collected from time to time as hereinafter provided. The annual maintenance, special capital, and special individual assessments described in this Section 5.01 (hereinafter, the "Assessment" or the "Assessments," together with interest thereon, attorneys' fees, court costs and other costs of collection thereof, as herein provided, shall be a charge on the land and shall be a continuing lien upon each Lot against which any such Assessment is made.

Each such Assessment, together with interest thereon, attorneys' fees, court costs, and other costs of collection thereof shall also be the continuing personal obligation of the Owner of such Lot at the time when the Assessment fell due. Further, no Owner may exempt himself from liability for such Assessments or waive or otherwise escape liability for the Assessments by non-use of the Common

t at the time when the Assessment fell due. Further, no Owner may exempt himself from liability for such Assessments or waive or otherwise escape liability for the Assessments by non-use of the Common Properties or abandonment of his Lot. Existing obligations of an Owner to pay Assessments and other costs and charges shall not pass to bona fide first lien mortgagees which become Owners by reason of foreclosure proceedings or an action at law subsequent to the date the Assessment was due; 8 provided, however, any such foreclosure proceeding or action at law shall not relieve such new Owner of such Lot from liability for the amount of any Assessment thereafter becoming due nor from the lien securing the payment of any subsequent Assessment.

5.02 Purpose of Assessments. The Assessments levied by the Association shall be used exclusively for (i) the purpose of promoting the recreation, comfort, health, safety and welfare of the Members and/or the residents of the Properties; (ii) managing the Common Properties; (iii) enhancing the quality of life in the Properties and the value of the Properties; (iv) improving and maintaining the Common Properties, the properties, services, improvements and facilities devoted to or directly related to the use and enjoyment of the Common Properties, including, but not limited to, the payment of taxes on the Common Properties and insurance in connection therewith and the repair, replacement and additions thereto; (v) paying the cost of labor, equipment (including the expense of leasing any equipment) and materials required for, and management and supervision of, the Common Properties; (vi) carrying out the powers and duties of the Board of Directors of the

ing the expense of leasing any equipment) and materials required for, and management and supervision of, the Common Properties; (vi) carrying out the powers and duties of the Board of Directors of the Association as set forth in this Declaration and the Bylaws; (vii) carrying out the purposes of the Association as stated in its Certificate of Formation; and (viii) carrying out the powers and duties relating to the Architectural Control Committee, after Declarant has delegated or assigned such powers and duties to the Association.

5.03 Improvement and Maintenance of the Common Properties Prior to Conveyance to the Association. Initially, all improvement of the Common Properties shall be the responsibility of the Declarant and shall be undertaken by Declarant at its sole cost and expense with no right to reimbursement from the Association. After the initial improvements to the Common Properties are substantially completed and until the date of the conveyance of the title to the Common Properties to the Association, the Declarant, on behalf of the Association, shall have the responsibility and duty (but with right of Assessment against all Owners) of maintaining the Common Properties, including, but not limited to, the payment of taxes on and insurance in connection with the Common Properties and the cost of repairs, replacements and additions thereto, and for paying the cost of labor, equipment (including the expense of leasing any equipment) and materials required for, and management and supervision of, the Common Properties.

5.04 Annual Common Area Maintenance Assessments.

(a) Commencing with the year beginning January 1, 2007, and each year thereafter, each Member, including Declarant, shall pay to the Association an annual

4 Annual Common Area Maintenance Assessments.

(a) Commencing with the year beginning January 1, 2007, and each year thereafter, each Member, including Declarant, shall pay to the Association an annual maintenance assessment in such amount as set by the Board of Directors.

(b) Subject to the provisions of Section 5.04(c) hereof, the rate of annual maintenance assessments may be increased by the Board. The Board may, after consideration of current maintenance, operational and other costs and the future needs of the Association, fix the annual maintenance assessments for any year at a lesser amount than that of the previous year.

9 : (c) An increase in the rate of the annual maintenance assessments as authorized by Section 5.04(b) hereof in excess of twenty-five percent (25%) of the preceding year's annual maintenance assessments must be approved by the Members in accordance with Section 3.03 hereof.

(d) Notwithstanding anything herein contained to the contrary, prior to January 1, 2008, the maximum annual maintenance assessment chargeable against any Lot for which a full assessment is payable shall not exceed $300.00 per year.

(e) The Board of Directors may provide that annual maintenance assessments shall be paid quarter-annually, semi-annually, or annually on a calendar year basis. Not later than thirty (30) days prior to the beginning of each fiscal year of the Association, the Board shall (i) estimate the total common expenses to be incurred by the Association for the forthcoming fiscal year, (ii) determine, in a manner consistent with the terms and provisions of this Declaration, the amount of the annual maintenance assessments to be paid by each Member, and (iii) establish

g fiscal year, (ii) determine, in a manner consistent with the terms and provisions of this Declaration, the amount of the annual maintenance assessments to be paid by each Member, and (iii) establish the date of commencement of the annual maintenance assessments. Written notice of the annual maintenance assessments to be paid by each Member and the date of commencement thereof shall be sent to every Member, but only to one (1) joint Owner. Each Member shall thereafter pay to the Association his annual maintenance assessment in such manner as determined by the Board of Directors.

(f) The annual maintenance assessments may include reasonable amounts, as determined by the Members or by the Board, collected as reserves for the future periodic maintenance, repair and/or replacement of all or a portion of the Common Properties and/or for fulfillment of future obligations of the Association.

All amounts collected as reserves, whether pursuant to this Section or otherwise, shall be deposited in a separate bank account to be held in trust for the purposes for which they were collected and are to be segregated from and not commingled with any other funds of the Association. Assessments collected as reserves shall not be considered to be advance payments of regular annual maintenance assessments.

5.05 Special Capital Assessments and Special Individual Assessments.

(a) In addition to the annual maintenance assessments authorized in Section 5.04 hereof, the Board of Directors of the Association may levy in any assessment year a special capital assessment for the purpose of (i) defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a capital improvement upon the Properties or Common Properties,

r the purpose of (i) defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a capital improvement upon the Properties or Common Properties, including the necessary fixtures and personal property related thereto (ii) maintaining portions of the Common Properties and improvements thereon, or (iii) carrying out other purposes of the Association; provided, however, that any such special capital assessment levied by the Association shall have the approval of the Members in accordance with Section 3.03 hereof. Any special capital assessment levied by the 10 Association shall be paid by the Members directly to the Association on such date or dates as determined by the Board of Directors. All such amounts collected by the Association may only be used for the purposes set forth in this Section 5.05.

(b) The Board of Directors of the Association may levy special individual capital assessments against one or more Owners for (i) reimbursement to the Association of the costs for repairs to the Properties or Common Properties and improvements thereto occasioned by the willful or negligent acts of such Owner or Owners and not ordinary wear and tear; or (ii) for payment of fines, penalties or other charges imposed against an Owner or Owners relative to such Owner's failure to comply with the terms and provisions of this Declaration, the Bylaws of the Association or any rules or regulation promulgated hereunder. Any special individual assessment levied by the Association shall be paid by the Owner or Owners directly to the Association. All amounts collected by the Association as special individual assessments under this Section 5.05 shall belong to and remain with the Association.

by the Owner or Owners directly to the Association. All amounts collected by the Association as special individual assessments under this Section 5.05 shall belong to and remain with the Association.

5.06 Uniform Rate of Annual Maintenance Assessments and Special Capital Assessments. Other than as specifically set forth above, both annual maintenance assessments and special capital assessments (excepting therefrom special individual capital assessments) must be fixed at a uniform rate for all Lots, and be payable as set forth herein.

5.07 Date of Commencement of Assessments; Due Dates; No Offsets. The annual maintenance assessments provided for herein shall commence on the date fixed by the Board of Directors to be the date of commencement and, except as hereinafter provided, shall be payable quarter-annually, semi-annually, or annually, in advance, on the first day of each payment period thereafter, as the case may be and as the Board of Directors shall direct. The first annual maintenance assessment shall be made for the balance of the calendar year in which it is levied. The amount of the annual maintenance assessment which may be levied for the balance remaining in the first year of assessment shall be an amount which bears the same relationship to the annual maintenance assessment provided for in Section 5.04 hereof as the remaining number of months in that year bears to twelve; provided, however, that if the date of commencement falls on other than the first day of a month, the annual maintenance assessment for such month shall be prorated by the number of days remaining in the month. The due date or dates, if to be paid in installments, of any special capital assessment or special individual assessment under Section 5.05 hereof shall be fixed

number of days remaining in the month. The due date or dates, if to be paid in installments, of any special capital assessment or special individual assessment under Section 5.05 hereof shall be fixed in the respective resolution authorizing such assessment. All Assessments shall be payable in the amount specified by the Association and no offsets against such amount shall be permitted for any reason.

5.08 Duties of the Board of Directors with Respect to Assessments.

(a) The Board of Directors shall fix the date of commencement and the amount of the annual maintenance assessment against each Lot for each assessment period at least thirty (30) days in advance of such date or period and shall, at that 11 } time, prepare a roster of the Lots and assessments applicable thereto which shall be kept in the office of the Association and shall be open to inspection by any Owner, at such Owner's sole cost and expense.

(b) Written notice of all assessments shall be delivered or mailed to every Owner at the address of the Lot owned by such Owner unless an alternate address is provided to the Association in writing specifically directing the Association where such notices are to be delivered. Each Owner is also required to provide the Association with the name of any tenant residing in the residence situated on the Lot owned by such Owner.

(c) The omission of the Board of Directors to fix the assessments within the time period set forth above for any year shall not be deemed a waiver or modification in any respect of the provisions of this Declaration, or a release of any Owner from the obligation to pay the assessments, or any installment thereof for that

l not be deemed a waiver or modification in any respect of the provisions of this Declaration, or a release of any Owner from the obligation to pay the assessments, or any installment thereof for that or any subsequent year, but the assessment fixed for the preceding year shall continue until a new assessment is fixed.

5.09 Non-Payment of Assessment.

(a) Delinquency. Any Assessment, or installment thereof, which is not paid in full when due shall be delinquent on the day following the due date (herein, "delinquency date") as specified in the notice of such Assessment. The Association shall have the right to reject partial payment of an Assessment and demand full payment thereof. If any Assessment or part thereof is not paid within ten (10) days after the delinquency date, the unpaid amount of such Assessment shall bear interest from and after the delinquency date until paid at a rate equal to the lesser of (i) eighteen percent (18%) per annum or (ii) the maximum lawful rate. In addition to the foregoing, if any Assessment remains unpaid at the expiration of fifteen (15) days after the due date established by the Board, a late charge in the amount of $15.00 may be assessed against the non-paying Owner for each month that any portion of any Assessment remains unpaid. A service charge in the amount of $25.00 plus any applicable bank charges shall be charged for each check that is returned because of insufficient funds. The amounts of late charges and services charges may be adjusted, from time to time, by the Board consistent with any changes in the amounts of regular or special Assessments.

(b) Lien. The unpaid amount of any Assessment not paid by the delinquency date is and shall be, together with the interest thereon as provided in

nges in the amounts of regular or special Assessments.

(b) Lien. The unpaid amount of any Assessment not paid by the delinquency date is and shall be, together with the interest thereon as provided in Section 5.09(a) hereof and the cost of collection thereof, including reasonable attorneys' fees, a continuing debt, secured by, and there is hereby impressed upon and created against each Lot, a lien and charge on the Lot of the non-paying Owner, which shall bind such Lot in the hands of the Owner, and his heirs, executors, administrators, devisees, personal representatives, successors and assigns. The lien shall be superior to all other liens and charges against the Lot, except only for tax liens and the lien of any bona fide first mortgage or first deed of trust now or 12 hereafter placed upon such Lot. A subsequent sale or assignment of the Lot shall not relieve the Owner from liability for any Assessment made prior to the date of sale or assignment and thereafter becoming due nor from the lien of any such Assessment.

The Board shall have the power to subordinate the lien securing the payment of any Assessment rendered by the Association to any other lien. Such power shall be entirely discretionary with the Board. As hereinbefore stated, the personal obligation of the Owner incurred at the time of such Assessment to pay such Assessment shall remain the personal obligation of such Owner and shall not pass to such Owner's successors in title unless expressly assumed by them in writing. Liens for unpaid Assessments shall not be affected by any sale or assignment of a Lot and shall continue in full force and effect. No Owner may exempt himself from liability for

ed by them in writing. Liens for unpaid Assessments shall not be affected by any sale or assignment of a Lot and shall continue in full force and effect. No Owner may exempt himself from liability for such Assessments or waive or otherwise escape liability for the Assessments by nonuse of the Common Properties or abandonment of his Lot.

To evidence any lien, the Association shall prepare a written notice of lien setting forth the amount of the unpaid indebtedness, the name of the Owner of the Lot covered by such lien and a description of the Lot covered by such lien. Such notice shall be executed by one of the officers of the Association and shall be recorded in the Office of the County Clerk of Tarrant County, Texas.

(c) Remedies. The lien securing the payment of the Assessments shall attach to the Lot belonging to such non-paying Owner upon recordation of this Declaration with the priority set forth in this Section. Subsequent to the recording of a notice of the lien, the Association may institute an action at law against the Owner or Owners personally obligated to pay the Assessment and/or for the foreclosure of the aforesaid lien. In any foreclosure proceeding the Owner shall be required to pay the costs, expenses and reasonable attorneys' fees incurred by the Association. In the event an action at law is instituted against the Owner or Owners personally obligated to pay the Assessment there shall be added to the amount of any such Assessment: (i) the interest provided in this Section, (ii) the costs of preparing and filing the complaint in such action, (iii) the reasonable attorneys' fees incurred in connection with such action, and (iv) any other costs of collection; and in the event a judgment is obtained, such judgment shall include interest on the

ii) the reasonable attorneys' fees incurred in connection with such action, and (iv) any other costs of collection; and in the event a judgment is obtained, such judgment shall include interest on the Assessment as provided in this Section and a reasonable attorneys' fee to be fixed by the court, together with the costs of the action.

13 Each Owner, by acceptance of a deed to a Lot, hereby expressly vests in the Association or its agents or trustees the right and power to bring all actions against such Owner personally for the collection of such charges as a debt, and to enforce the aforesaid liens by all methods available for the enforcement of such liens, including non-judicial foreclosure pursuant to Section 51.002 of the Texas Property Code, and such Owner hereby expressly grants to the Association the private power of sale in connection with said liens. Any Owner who is in default in the payment of any Assessment due in accordance with this Declaration and/or the Bylaws shall not have any voting rights hereunder until such Assessment is paid in full.

(d) Notice to Mortgagees. The Association may, and upon the written request of any mortgagee holding a prior lien on any part of the Properties, shall report to said mortgagee any Assessments remaining unpaid for longer than thirty (30) days after the delinquency date of such Assessment.

(e) Notice to Owners. Notwithstanding anything to the contrary contained in this Declaration, before the Association may suspend an Owner's right to use the Common Properties, file a suit against an Owner other than a suit to collect the regular maintenance assessments or any special assessment or foreclosure under

may suspend an Owner's right to use the Common Properties, file a suit against an Owner other than a suit to collect the regular maintenance assessments or any special assessment or foreclosure under a lien granted to the Association, charge an Owner for property damage or levy a fine for a violation of the restrictions or bylaws or rules of the Association, the Association or its agent shall give written notice to the Owner in accordance with Section 209.006 of the Texas Residential Property Owners Protection Act.

5.10 Subordination of the Lien to Mortgages. The lien securing the payment of the Assessments shall be subordinate and inferior to the lien of any bona fide first lien mortgage or deed of trust now or hereafter recorded against any Lot; provided, however, that such subordination shall apply only to the Assessments which have become due and payable prior to a sale, whether public or private, of such property pursuant to the terms and conditions of any such mortgage or deed of trust. Such sale shall not relieve the new Owner of such Lot from liability for the amount of any Assessment thereafter becoming due nor from the lien securing the payment of any subsequent assessment.

5.11 Exempt Property. The following property subject to this Declaration shall be exempted from the assessments, charges and liens created in Section 5.04 and Section 5.05(a) hereof: (a) All properties dedicated and accepted by the local public authority and devoted to public use.

(b) All Common Properties.

5.12 Estoppel Information from Board with Respect to Assessments. The Board shall upon demand at any time furnish to any Owner liable for an Assessment, such Owner's agent, a title company or such title company's agent, a resale certificate signed by an officer or agent of the

hall upon demand at any time furnish to any Owner liable for an Assessment, such Owner's agent, a title company or such title company's agent, a resale certificate signed by an officer or agent of the Association, setting forth whether said Assessment has been paid and any and all other information requested and to which such parties are entitled under Section 207 of the Texas Property Code. The 14 Association may charge a reasonable fee to assemble, copy, and deliver the information required by Section 207 of the Texas Property Code and may charge a reasonable fee to prepare and deliver an update of any resale certificate.

5.13 Working Capital Contributions. Upon acquisition of record title to a Lot by the first Owner other than Declarant or a home builder, a contribution shall be made by or on behalf of such first Owner to the working capital of the Association in an amount equal to One Hundred Dollars ($100.00). This amount is not refundable, shall be in addition to, not in lieu of, the Annual Maintenance Assessment levied on the Lot and shall not be considered an advance payment of any portion thereof. This amount shall be paid to the Association and shall be used for operating and other expenses incurred by the Association pursuant to the terms of this Declaration and the bylaws of the Association.

5.14 Transfer Fees and Fees for Issuance of Resale Certificates. The Association may, at its sole discretion, enter into contracts with third parties to oversee the daily operation and management of the Association. These third parties may, and probably will, have fees, which will be charged to an Owner for the transfer of a significant estate or fee simple title to a Lot and the

nd management of the Association. These third parties may, and probably will, have fees, which will be charged to an Owner for the transfer of a significant estate or fee simple title to a Lot and the issuance of a resale certificate. Transfer fees and fees for the issuance of a resale certificate are not refundable and may not be regarded as a prepayment of or credit against Annual Maintenance Assessments or Special Capital Assessments; and are in addition to the Working Capital Contribution in Section 5.13 above. This section does not obligate the Association or any third party to levy such fees.

6.01 ARTICLE VI GENERAL POWERS AND DUTIES OF BOARD OF DIRECTORS OF THE ASSOCIATION Powers and Duties. The affairs of the Association shall be conducted by its Board of Directors. From and after the effective date of the Association's incorporation, Declarant shall select and appoint the Board of Directors, each of whom shall be a Class A or Class B Member, or an officer, employee, representative or agent of a Class A or Class B Member. Thereafter, the Board of Directors shall be selected in accordance with the Certificate of Formation and Bylaws of the Association. The Board, for the benefit of the Properties, the Common Properties and the Owners, shall provide and pay for, out of the funds(s) collected by the Association pursuant to Article V above, the following: (a) Care and preservation of the Common Properties and the furnishing and upkeep of any desired personal property for use in the Common Properties.

Expenditures for the repair or installation of capital improvements, not included in the annual maintenance budget, may be paid from the reserve fund as specifically provided in Section 6.05 herein.

(b) Care and maintenance of the fencing, irrigation, landscaping,

nts, not included in the annual maintenance budget, may be paid from the reserve fund as specifically provided in Section 6.05 herein.

(b) Care and maintenance of the fencing, irrigation, landscaping, screening walls, and entry features which may be constructed on and constitute a part of the Common Properties. Maintenance includes all repair, rebuilding or cleaning deemed necessary by the Board of Directors.

15 (c) Should the Board so elect, maintenance of exterior grounds, drives, parkways, including care of trees, shrubs and grass, the exact scope of which shall be further specified by the Board from time to time. In particular, the Board shall be empowered to contract with persons or entities who shall be responsible for the maintenance of landscaping, trees, shrubs, grass and like improvements which are located on the Common Properties. Maintenance services contracted for by the Board in accordance with this paragraph shall be paid for out of Association funds.

(d) The services of a person or firm to manage and/or provide consultation to the Association or any separate portion thereof, to the extent deemed advisable by the Board, and the services of such other personnel as the Board shall determine to be necessary or proper for the operation of the Association, whether such personnel are employed directly by the Board or by the manager.

(e) Legal and accounting services.

(f) A policy or policies of insurance ensuring the Association, its officers and directors against any liability to the public or to the Owners (and/or their invitees or tenants) incident to the operation of the Association, including, without limitation, officers' and directors' liability insurance.

(g)

ability to the public or to the Owners (and/or their invitees or tenants) incident to the operation of the Association, including, without limitation, officers' and directors' liability insurance.

(g) Workers' compensation insurance to the extent necessary to comply with any applicable laws.

(h) Such fidelity bonds as may be required by the Bylaws or as the Board may determine to be advisable.

(i) Any other materials, supplies, insurance or property owned by the Association, furniture, labor, services, maintenance, repairs, alterations, taxes or assessments which the Board is required to obtain or pay for pursuant to the terms of this Declaration or by law or which in its opinion shall be necessary or proper for the operation or protection of the Association or for the enforcement of this Declaration.

(j) To execute all declarations of ownership for tax assessment purposes and to pay all taxes with regard to the Common Properties.

(k) To enter into agreements or contracts with insurance companies, taxing authorities and the holders of mortgage liens on one or more Lots with respect to: (i) taxes on the Common Properties and (ii) insurance coverage of the Common Properties, as they relate to the assessment, collection and disbursement process envisioned in this Declaration.

(1) To borrow funds to pay costs of operation, secured by assignment or pledge of rights against delinquent Owners, if the Board sees fit.

(m) To enter into contracts, maintain one or more bank accounts, and generally, to have all the powers necessary or incidental to the operation and management of the Association and the Common Properties, expressly including the power to enter into management and maintenance contracts.

e all the powers necessary or incidental to the operation and management of the Association and the Common Properties, expressly including the power to enter into management and maintenance contracts.

(n) If, as, and when the Board, in its sole discretion, deems necessary it may take action to protect or defend the Common Properties from loss or damage by suit or otherwise, to sue or defend in any court of law on behalf of the Association and to provide adequate reserves for repairs and replacements.

(0) To make reasonable rules and regulations for the operation and use of the Common Properties and to amend them from time to time, provided that any rule or regulation may be amended or repealed by an instrument in writing signed by a majority of the Members, or, with respect to a rule applicable to less than all of the Properties, by a majority of the Members in the portions affected.

(p) Subsequent to incorporation, to make available to each Owner, within one hundred twenty (120) days after the end of each year, an unaudited annual report.

(q) Pursuant to Article VII herein, to adjust the amount, collect, and use any insurance proceeds to repair damage or replace lost property; and if proceeds are insufficient to repair damage or replace lost property, to assess the Members in proportionate amounts to cover the deficiency.

(r) If, as and when the Board, in its sole discretion, deems necessary, it may take action to enforce the provisions of this Declaration, the provisions of any Supplementary Declaration and any rules made hereunder and to enjoin and/or seek damages from any Owner for violation of such provisions or rules.

(s) To mortgage and/or convey all or any part of the Common Properties,

aration and any rules made hereunder and to enjoin and/or seek damages from any Owner for violation of such provisions or rules.

(s) To mortgage and/or convey all or any part of the Common Properties, with the prior written consent of at least sixty-seven percent (67%) of the Owners of Lots (other than Lots owned by the Declarant) within the Properties.

6.02 Board Powers. From and after the date on which the title to the Common Properties has been conveyed to the Association, the Board shall have the right to contract for all goods, services and insurance, and the exclusive right and obligation to perform the functions of the Board, except as otherwise provided herein.

6.03 Maintenance Contracts. The Board, on behalf of the Association, shall have full power and authority to contract with any Owner or any third party for the performance by the Association of services upon such terms and conditions and for such consideration as the Board may deem proper, advisable and in the best interest of the Association.

6.04 Liability Limitations. No Member, officer of the Association or member of the Board of Directors shall be personally liable for debts contracted for, or otherwise incurred by the Association, or for a tort of another Member, whether such other Member was acting on behalf of 17 the Association or otherwise. Neither Declarant, the Association, its directors, officers, agents, or employees shall be liable for any incidental or consequential damages for failure to inspect any premises, improvements or portion thereof or for failure to repair or maintain the same.

The Common Properties may be subject to storm water overflow, natural bank erosion and

r failure to inspect any premises, improvements or portion thereof or for failure to repair or maintain the same.

The Common Properties may be subject to storm water overflow, natural bank erosion and other natural or man-made events or occurrences to extents which cannot be defined or controlled.

Under no circumstances shall Declarant ever be held liable for any damages or injuries of any kind or character or nature whatsoever resulting from: (i) the occurrence of any natural phenomena; (ii) the failure or defect of any structure or structures situated on or within the Common Properties; and (iii) any act, conduct, omission or behavior of any individual, group of individuals, entity or enterprise occurring on, within or related to the Common Properties.

6.05 Reserve Funds. The Board may establish capital reserve funds, for such purposes as may be determined by the Board, including, but not limited to the maintenance, repair and/or replacement of capital assets, which funds may be maintained and accounted for separately from other funds maintained for annual operating expenses and may establish separate, irrevocable trust accounts in order to better demonstrate that the amounts deposited therein are capital contributions and are not net income to the Association. Expenditures from any such fund will be made at the direction of the Board. The reserve fund provided for herein shall be used for the general purposes of promoting the recreation, health, safety, welfare, common benefit, and enjoyment of the Owners and occupants of the subdivision, and maintaining the subdivision and improvements therein, all as may be more specifically authorized from time to time by the Board of Directors.

7.01 ARTICLE VII INSURANCE; REPAIR AND RESTORATION

on, and maintaining the subdivision and improvements therein, all as may be more specifically authorized from time to time by the Board of Directors.

7.01 ARTICLE VII INSURANCE; REPAIR AND RESTORATION Right to Purchase Insurance. The Association shall have the right and option to purchase, carry and maintain in force insurance covering any or all portions of the Common Properties, the improvements thereon and appurtenant thereto, for the interest of the Association and of all Members thereof, in such amounts and with such endorsements and coverage as shall be considered good sound insurance coverage for properties similar in construction, location and use to the subject property. Such insurance may include, but need not be limited to: (a) Insurance against loss or damage by fire and hazards covered by a standard extended coverage endorsement in an amount which shall be equal to the maximum insurable replacement value, excluding foundation and excavation costs as determined annually by the insurance carrier.

(b) Public liability and property damage insurance on a broad form basis.

(c) Fidelity bond for all directors, officers and employees of the Association having control over the receipt or the disbursement of funds in such penal sums as shall be determined by the Association in accordance with its Bylaws.

(d) Officers and directors liability insurance.

18 7.02 Insurance Proceeds. Proceeds of insurance shall be disbursed by the insurance carrier to the Association or contractors designated by the Association as the Board of Directors may direct. The Association shall use the net insurance proceeds to repair and replace any damage or

e carrier to the Association or contractors designated by the Association as the Board of Directors may direct. The Association shall use the net insurance proceeds to repair and replace any damage or destruction of property, real or personal, covered by such insurance. Any balance from the proceeds of insurance paid to the Association, as required in this Article, remaining after satisfactory completion of repair and replacement, shall be retained by the Association as part of a general reserve fund for repair and replacement of the Common Properties.

7.03 Insufficient Proceeds. If the insurance proceeds are insufficient to repair or replace any loss or damage, the Association may levy a special assessment as provided for in Article V of this Declaration to cover the deficiency. If the insurance proceeds are insufficient to repair or replace any loss or damage for which an Owner is bound hereunder, such Owner shall, as such Owner's undivided responsibility, pay any excess costs of repair or replacement.

7.04 Mortgagee Protection. There may be attached to all policies of insurance against loss or damage by fire and other hazards, a mortgagee's or lender's loss payable clause; provided, however, that amounts payable under such clause to the mortgagee may be paid to the Association to hold for the payment of costs of repair or replacement, subject to the provisions of Section 7.02 hereof. The Association shall be responsible to hold said monies or to collect additional monies if the proceeds are insufficient to pay for the cost of all repairs or replacements and shall ensure that all mechanics', materialmen's and similar liens which may result from said repairs or replacements are satisfied.

insufficient to pay for the cost of all repairs or replacements and shall ensure that all mechanics', materialmen's and similar liens which may result from said repairs or replacements are satisfied.

7.05 Destruction of Improvements on Individual Lots. In the event of destruction (total or partial) to the improvements on any individual Lot due to fire or any other cause each Owner covenants and agrees to clear and remove any and all debris resulting from such damage within two (2) months after the date that the damage occurs or longer with the written consent of the Association and to complete all necessary repairs or reconstruction of the damaged improvements within one (1) year after the date that the damage occurs or longer with the written consent of the Association.

ARTICLE VIII USE OF COMMON PROPERTIES The Common Properties may be occupied and used as follows: 8.01 Restricted Actions by Owners. No Owner shall permit anything to be done on or in the Common Properties which would violate any applicable public law or zoning ordinance or which will result in the cancellation of or increase of any insurance carried by the Association. No waste shall be committed in or on the Common Properties.

8.02 Damage to the Common Properties. Each Owner shall be liable to the Association for any damage to the Common Properties caused by the negligence or willful misconduct of the Owner or such Owner's family, guests, pets, tenants or invitees.

19 8.03 Rules of the Board. All Owners and occupants shall abide by any rules and regulations adopted by the Board. The Board shall have the power to enforce compliance with said rules and regulations by all appropriate legal and equitable remedies, and an Owner determined by

s and regulations adopted by the Board. The Board shall have the power to enforce compliance with said rules and regulations by all appropriate legal and equitable remedies, and an Owner determined by judicial action to have violated said rules and regulations shall be liable to the Association for all damages and costs, including reasonable attorney's fees, incurred by the Association in connection therewith.

ARTICLE IX USE OF PROPERTIES AND LOTS; PROTECTIVE COVENANTS The Properties and each Lot situated thereon shall be constructed, developed, reconstructed, repaired, occupied and used as follows: 9.01 Residential Purposes. Each Lot (including land and improvements thereon, but excluding Lots owned by the Association as Common Properties) shall be used and occupied for single family detached residential purposes only. Except as hereinafter provided, no Owner or other occupant shall use or occupy such Owner's Lot, or permit the same or any part thereof to be used or occupied, for any purpose other than as a private single family detached residence for the Owner or such Owner's tenant and their families and domestic servants employed on the premises. As used herein the term "single family residential purposes" shall be deemed to prohibit specifically, but without limitation, the use of any Lot for a duplex apartment, garage apartment, or other apartment use. Notwithstanding anything contained herein to the contrary, Owners or tenants of dwellings that actually occupy such dwelling may use such dwelling for limited business purposes consistent with rules and regulations promulgated by Declarant or the Board. In no event shall such limited business use unreasonably interfere with the quiet enjoyment of the other Owners of the residences

tent with rules and regulations promulgated by Declarant or the Board. In no event shall such limited business use unreasonably interfere with the quiet enjoyment of the other Owners of the residences constructed on their Lots or involve the sale of goods or merchandise to the public. In addition, consultation with clients or customers at a residence constructed on a Lot shall be permitted generally between 9:00 a.m. and 7:00 p.m. on regular working days (excluding weekends and holidays). The use of a dwelling constructed on a Lot for the maintenance of a personal or professional library; for the keeping of personal, business or professional records of accounts; or for the handling of personal or professional telephone calls or correspondence shall not be deemed to be a violation of these restrictions. In addition, so long as a Class B Member owns any Lot which is for sale, the Class B Members and their employees, representatives and agents may maintain business, leasing and/or sales offices, sale models and other sales facilities within the Properties as Declarant shall deem appropriate.

Garage sales, moving sales, rummage sales, or similar activities on any Lot shall be permitted; provided, however, (i) no Owner may have more than two (2) such sales during any calendar year, (ii) all such sales shall be confined to the garage or patio, and (iii) no such sale shall exceed three (3) consecutive calendar days. Any such sales shall be subject to such other restrictions as may be imposed by the Association from time to time.

9.02 Minimum Lot Area. Each Lot shall contain at least five thousand (5,000) square feet. No Lot shall be resubdivided; provided, however, that Declarant shall have and reserves the

from time to time.

9.02 Minimum Lot Area. Each Lot shall contain at least five thousand (5,000) square feet. No Lot shall be resubdivided; provided, however, that Declarant shall have and reserves the right, at any time, or from time to time, upon the joinder and consent of the appropriate municipal authorities, and with the joinder and consent of the directly affected Owners, to file a replat of the 20 Plat to effect a resubdivision or reconfiguration of any Lots then owned by Declarant, so long as, such replat results in each resubdivided Lot containing not less than the minimum lot size prescribed by the zoning ordinances of the City of Fort Worth, Texas, applicable to the Properties. Owners shall not unreasonably withhold or delay their joinder in or consent to the replat or amendments to the Plat. The privilege to replat Lots owned by the Declarant reserved in this Section 9.02 shall be exercisable only by Declarant.

9.03 Minimum Floor Space. All floor areas referenced below are for air-conditioned floor areas, exclusive of porches, garages, or breezeways attached to the main dwelling. Each dwelling constructed on any Lot shall contain a minimum of one thousand six hundred (1,600) square feet, with the additional requirement that any dwelling constructed on a Lot adjacent to Rolling Hills Drive must have a minimum of one thousand seven hundred fifty (1,750) square feet.

9.04 Minimum Lot Coverage. In no event shall more than fifty-five percent (55%) of the total area of any Lot be covered by the combined area of the main buildings and accessory buildings.

Swimming pools, spas, decks, patios, driveways, walks, and other paved areas shall not be included in determining the maximum lot coverage.

combined area of the main buildings and accessory buildings.

Swimming pools, spas, decks, patios, driveways, walks, and other paved areas shall not be included in determining the maximum lot coverage.

9.05 Combining Lots. Any person owning two or more adjoining Lots may consolidate, by replatting, such Lots into a single building location for the purpose of constructing one (1) residential structure thereon and such other improvements as are permitted herein; provided, however, any such consolidation must comply with the rules, ordinances and regulations of any governmental authority having jurisdiction over the Properties. In the event of any such consolidation, the consolidated Lots shall be deemed to be a single Lot for purposes of assessments, voting, and applying the other provisions of this Declaration. Any such consolidation shall give consideration to easements as shown and provided for on the Plat and any required abandonment or relocation of any such easements shall require the prior written approval of Declarant as well as the prior written approval of any utility company having the right to the use of such easements.

Combining of portions of Lots into a single building site is permitted, but only if (i) each replatted lot is equal to or greater than 5,000 square feet, (ii) the width of each replatted lot is equal to or greater than fifty feet (50'), and (iii) each replatted lot is larger than the smallest original Lot that is adjacent to the new replatted lot.

9.06 Setback Requirements and Building Location. The location of the main residence on each Lot and the facing of the main elevation with respect to the street shall be subject to the written approval of the Architectural Control Committee. No building or structure of any type shall

on each Lot and the facing of the main elevation with respect to the street shall be subject to the written approval of the Architectural Control Committee. No building or structure of any type shall be erected nearer than twenty feet (20') from the front of any Lot, except that on Lots adjacent to Rolling Hills Drive or adjacent to Mullins Crossing Road, no building or structure of any type (other than front porches) shall be erected nearer than twenty-five feet (25') from the front of such Lots.

The primary residence shall not be situated nearer than five feet (5') from the side lot line of any Lot.

Accessory buildings situated on any Lot shall not be situated nearer than five feet (5') from the side lot lines. No building or structure of any type situated on any corner Lot shall be erected nearer than ten feet (10') from the side yard line adjacent to a street. The primary residence shall not be situated nearer than ten feet (10') from the rear lot line of any Lot. Accessory buildings situated on any Lot shall not be situated nearer than ten feet (10') from the rear lot line, unless the property that abuts the rear property line of the Lot is not a single-family residential lot, in which case there shall be no 21 setback requirement other than the setback requirements, if any, approved by the City of Fort Worth.

Notwithstanding anything to the contrary contained in this Section, (i) the side and rear setbacks for any detached garage situated behind the rear wall of the main residence shall be three (3) feet, and (ii) the side setback for any attached garage with the face of the garage at least eighteen feet (18') from the front wall of the main residence situated on the Lot shall be three (3) feet.

feet, and (ii) the side setback for any attached garage with the face of the garage at least eighteen feet (18') from the front wall of the main residence situated on the Lot shall be three (3) feet.

9.07 Height. No building or structure on any Lot shall exceed thirty-five (35) feet in height, such height to be measured and determined in accordance with the method approved by the City of Fort Worth. Notwithstanding the prior sentence, all residences other than residences being constructed pursuant to a written contract between the builder of the residence and the party or parties that intend to occupy and own the residence, constructed on Lots that abut the Union Pacific Railroad or Aledo Road shall be single-story residences or two-story residences without clear glass windows on the rear face of the second (2nd) story facing the Union Pacific Railroad or Aledo Road.

9.08 Driveways. Each Lot must be accessible to the adjoining street by a driveway suitable for such purposes and approved in writing as to design, materials and location by the Architectural Control Committee before the residential structure located on such Lot may be occupied or used. Circular driveways shall not be permitted.

9.09 Access. No driveways or roadways may be constructed on any Lot to provide access to any adjoining Lot except as expressly provided on the Plat, or otherwise approved in writing by the Architectural Control Committee.

9.10 Drainage. Neither the Declarant nor its successors or assigns shall be liable for any loss of, use of, or damage done to, any shrubbery, trees, flowers, improvements, fences, walks, sidewalks, driveways, or buildings of any type or the contents thereof on any Lot caused by any water

ny loss of, use of, or damage done to, any shrubbery, trees, flowers, improvements, fences, walks, sidewalks, driveways, or buildings of any type or the contents thereof on any Lot caused by any water levels, rising waters, or drainage waters. After the residence to be constructed on a Lot has been substantially completed, the Lot will be graded so that surface water will generally flow to streets, drainage easements, or Common Properties, and in conformity with the general drainage plans for the subdivision.

9.11 Utilities. Each residence situated on a Lot shall be connected to the water and sewer lines as soon as practicable after same are available at the Lot line. No privy, cesspool, or septic tank shall be placed or maintained upon or in any Lot. However, portable toilets will be required during building construction. The installation and use of any propane, butane, LP Gas or other gas tank, bottle or cylinder of any type (except portable gas grills), shall require the prior written approval of the Architectural Control Committee, and, if so approved, the Architectural Control Committee may require that such tank, bottle or cylinder be installed underground. Any air-conditioning condensers, control boxes, valves, connections, utility risers (other than telephone or small electrical risers) or refilling or refueling devices shall be landscaped with shrubbery that will grow to at least three feet (3') in height within two (2) growing seasons or screened with fencing so as to obscure their visibility from the streets within the Properties.

22 22 9.12 Construction Requirements.

(a) The exterior surface of all residential dwellings shall be constructed

y from the streets within the Properties.

22 22 9.12 Construction Requirements.

(a) The exterior surface of all residential dwellings shall be constructed of glass, wood, brick, stone, man-made stone, stucco, cementitious lap siding and trim components, or other materials approved by the Architectural Control Committee. It is specifically required that the front and side exterior wall area of each residence (exclusive of doors, windows, wall areas beneath covered porches, and gables) located within the Properties shall not have less than eighty-five percent (85%) brick, masonry, or stone construction. The first floor portion of the side of any residence that faces Rolling Hills Drive, Mullins Crossing Road, or Woodglen Lane shall be one hundred percent (100%) brick, masonry, stone, or stucco construction, exclusive of doors, windows, wall areas between covered porches, and architectural features, such as gables, box windows, or bay windows.

The second story may also be cement-based lap siding or shingle. No previously used materials, other than fired antique brick, shall be permitted on the exterior of the residential structures located within the Properties, without the prior written approval of the Architectural Control Committee.

The use of various roofing materials within the subdivision shall be permitted, however, no roofing material shall be used without first obtaining the Architectural Control Committee's written approval of same. Roofing shall be a minimum of twenty-five (25) year, dimensional architectural, composition shingle. White and pastel color shingles are prohibited. The Architectural Control Committee will only approve roofing materials which are of a quality consistent with the external design,

composition shingle. White and pastel color shingles are prohibited. The Architectural Control Committee will only approve roofing materials which are of a quality consistent with the external design, color and appearance of other improvements within the subdivision. The roof pitch of any roof slope perpendicular to the street adjacent to the Lot shall be a minimum of 8 x 12; the roof pitch of any other slope of the main roof shall be a minimum of 6 x 12; and the roof pitch of any dormer, shed, or porch shall be a minimum of 4 x 12. Exterior paint and stain colors shall be subject to the written approval of the Architectural Control Committee.

(b) Construction of a new single family dwelling on any Lot shall include the placement of a four (4) foot wide concrete sidewalk one foot (1') within the right of way adjacent to the Lot and parallel to the entire frontage of such Lot. Such sidewalks shall be constructed in conformity with the then existing ordinances, standards and codes promulgated by the City of Fort Worth.

(c) Each residential structure shall have installed on the outside wall thereof a service riser conduit, the location and length of such conduit to be subject to the rules and regulations of the applicable governmental authorities and utility companies; provided, however, no such conduit shall be visible from public streets or the Common Properties other than electrical meters necessary for inspection.

(d) No above ground-level swimming pools shall be installed on any Lot.

This provision is not intended to prohibit inflatable pools, no greater than twenty-four inches (24") in depth, typically used by toddlers.

23 : (e) All exterior construction of the primary residential structure, garage,

eater than twenty-four inches (24") in depth, typically used by toddlers.

23 : (e) All exterior construction of the primary residential structure, garage, porches, and any other appurtenances or appendages of every kind and character on any Lot and all interior construction (including, but not limited to, all electrical outlets in place and functional, all plumbing fixtures installed and operational, all cabinet work, all interior walls, ceilings, and doors shall be completed and covered by paint, wallpaper, paneling, or the like, and all floors covered by wood, carpet, tile or other similar floor covering) shall be completed not later than one (1) year following the commencement of construction. For the purposes hereof, the term "commencement of construction" shall be deemed to mean the date on which the foundation forms are set.

(f) No projections of any type shall be placed or permitted to remain above the roof of any residential building with the exception of one or more chimneys, one or more vent stacks, and one or more dormers without the written permission of the Architectural Control Committee.

(g) Dwellings with the same floor plans shall not be permitted to be constructed on adjoining Lots on the same street or to be constructed on Lots directly across the street from each other; provided, however, floor plans may be reversed as long as the elevations are changed. Dwellings with the same or substantially the same street elevations and situated on the same street must be (i) separated by at least three (3) Lots or (ii), if on opposite sides of the same street, offset by at least two (2) Lots. The term "substantially the same" shall mean any of the following: (1) identical

separated by at least three (3) Lots or (ii), if on opposite sides of the same street, offset by at least two (2) Lots. The term "substantially the same" shall mean any of the following: (1) identical roof lines and gables facing the street, (2) the same color combination of brick and stone, or (3) identical placement of windows.

(h) The top plate heights of the living areas on the front elevation on each residence shall be at least eight feet (8') fully expressed below the roofline.

(i) Chimneys that project from the roof of a residence and do not protrude from an exterior wall may be faced with (i) cementitious lap siding, (ii) cementitious sheet siding, painted to match the color of the roof or the house, or (iii) man-made stone.

9.13 Garages and Accessory Buildings. Each residential dwelling erected on any Lot shall provide garage space for a minimum of two (2) conventional automobiles. All garage doors shall be closed at all times when not in use. Garage doors shall be individual doors of embossed metal panel design, separated by masonry columns at least eight inches (8") in width. At least twenty percent (20%) of the dwellings shall have a staggered setback between the stall doors, such that at least a twelve inch (12") setback is achieved or the doors are side entry. Detached garages, servants quarters, storage rooms, and other accessory buildings must be approved in writing by the Architectural Control Committee. Except for pre-built storage buildings ten feet (10') by fifteen feet (15') or less in dimension, all detached or accessory buildings must be constructed on a concrete slab foundation, have a roof color that matches the primary residence. Pre-built storage buildings shall

5') or less in dimension, all detached or accessory buildings must be constructed on a concrete slab foundation, have a roof color that matches the primary residence. Pre-built storage buildings shall be painted to match or coordinate with the main dwelling. No carport shall be built, placed, constructed or reconstructed on any Lot. As used herein, the term "carport" shall not be deemed to 24 include a porte cochere. Porte cocheres must be approved in writing by the Architectural Control Committee. No garage shall ever be changed, altered, reconstructed or otherwise converted for any purpose inconsistent with the garaging of automobiles, unless a new garage is constructed to meet the requirements of this Section. One accessory building and one detached garage may be constructed on a Lot in accordance with these Covenants and Restrictions and the restrictions promulgated by the City of Fort Worth. Only one garage shall be allowed per Lot, unless an additional garage is an integral part of the main residence and has the same roofline and driveway as the main residence on the Lot. Accessory building (excluding garages) shall not exceed 200 square feet in size.

9.14 Landscaping. Each Lot shall have at least one (1), three inch (3") caliper tree (the "street tree") installed in the area between the sidewalk and the street curb and another two inch (2") caliper tree (the "yard tree") installed in the front yard so that the spacing between the two (2) trees is at least twenty-five feet (25'). Corner Lots shall require three (3) trees. In addition to the street tree, two (2) three inch (3") caliper trees shall be installed along the side street frontage generally

ast twenty-five feet (25'). Corner Lots shall require three (3) trees. In addition to the street tree, two (2) three inch (3") caliper trees shall be installed along the side street frontage generally equidistant and at least twenty-five feet (25') apart in the area between the sidewalk and the street curb. No yard tree shall be required on a corner Lot. Any and all plans for the landscaping of front yards and of side yards not enclosed by solid fencing, including alterations, changes or additions thereto, shall be subject to the written approval of the Architectural Control Committee. Each Lot shall be fully landscaped prior to completion. Each Lot Owner shall be responsible for watering and maintaining his own lawn (including the parkway adjacent to his Lot) and maintaining the landscaping in a healthy and attractive condition.

9.15 Fences. No fence, wall or hedge shall be erected, placed or altered on any Lot without the prior written approval of the Architectural Control Committee and the design of and materials used in the construction of fences shall be subject to the prior written approval of the Architectural Control Committee. All wooden fences shall (i) be butt joint of spruce, pine, fir, or better wood materials; (ii) have a maximum height of six (6) feet; (iii) have slats measuring between four (4) and six (6) inches wide; (iv) have vertically installed slats; (v) be neither painted nor stained; provided, however, that "Super Cedar Dark," manufactured by Baker's Gray-Away Wood Seal, 1108 Summit Avenue, Suite 9, Plano, Texas 75074 (972/423-0211) or other stains approved in writing by the Architectural Control Committee may be used; and (vi) posts shall be galvanized steel or

Seal, 1108 Summit Avenue, Suite 9, Plano, Texas 75074 (972/423-0211) or other stains approved in writing by the Architectural Control Committee may be used; and (vi) posts shall be galvanized steel or treated lumber. No fence or wall shall exceed six (6) feet in height unless otherwise specifically approved by the Architectural Control Committee. Chain link fence or other wire type fence may be erected on a Lot, but shall not be visible from adjoining Lots, residential streets, or the Common Properties. Pipe and rail fences shall be allowed and the rails shall be painted in a high quality rust resistant exterior paint. All service and sanitation facilities, clothes lines, wood piles, tool sheds and air conditioning equipment must be enclosed within fences, walls and/or landscaping so as not to be visible from the adjoining Lots, residential streets, or the Common Properties. Upon submission of a written request, the Architectural Control Committee may, from time to time, at its sole discretion, permit Owners to construct fences or walls which are in variance with the provisions of this paragraph where, in the opinion of the Architectural Control Committee, the fence or wall is an integral part of the home. Fencing shall be constructed in accordance with the following restrictions based on the location of such fencing.

25 (a) Front Yard Fencing - Fencing may be installed within and to the perimeter of any front yard of any Lot such that the maximum height of such fencing is not greater than forty-two (42) inches and is at least fifty percent (50%) open wrought-iron, tubular steel or picket or similar material and painted flat black.

Fences constructed of landscape timbers or chain link are expressly prohibited.

d is at least fifty percent (50%) open wrought-iron, tubular steel or picket or similar material and painted flat black.

Fences constructed of landscape timbers or chain link are expressly prohibited.

Masonry columns if utilized shall match the masonry used on the main dwelling or the project stone as identified by the Architectural Control Committee, and shall not be factored into the fifty percent (50%) open requirement. Any front yard fences shall have a pedestrian gate and a front walkway connection to the public sidewalk, and shall not gate or enclose the driveway, except that any portion of a driveway behind the face of the front elevation may be fenced. Privacy fencing will be allowed to extend from the perimeter of a dwelling to the side or rear property lines; provided, however, in connection with fencing from the perimeter of a dwelling to the side property lines, such fence shall be set back at least six feet (6') from the primary perimeter dwelling wall facing the street. To the extent possible, adjacent side yard fences shall align with each other. All fencing shall be of construction identical to the type of construction used on the residence located on such Lot or of wood material, provided that such wood fence is butt joint, is of spruce, pine, fir, or better wood materials, has slats four (4) to six (6) inches wide which are installed vertically only (not horizontally or diagonally), is no higher than six (6) feet, and is not painted or stained (other than in accordance with Section 9.15(v) above) on any surface facing a residential street, Common Properties, or adjoining Lot. No fence or shrubbery exceeding two feet (2') in height shall be permitted on the portion of a corner Lot within a triangle formed by measuring twenty feet (20') in each direction

s, or adjoining Lot. No fence or shrubbery exceeding two feet (2') in height shall be permitted on the portion of a corner Lot within a triangle formed by measuring twenty feet (20') in each direction along the property lines from the corner point of the property lines at the street intersection.

(b) Side and Rear Yard Fencing - Privacy fencing between Lots shall be of wood material, provided that such wood fence is butt-joint, is of spruce, pine, fir, or better wood material, has slats four (4) to six (6) inches wide which are installed vertically only (not horizontally or diagonally), is no higher than six (6) feet, and is not painted or stained (other than in accordance with Section 9.15(v) above) on any surface facing a residential street, Common Properties, or adjoining Lot. In addition, privacy fencing between Lots may be wrought-iron, but shall not exceed five (5) feet in height. Non-privacy perimeter fencing may be installed on Lots and may be composed of pipe and rail, split rail, three (3) rail/board fence, wrought iron, or other decorative steel picket.

(c) Corner Yard Fencing - Fencing on corner Lots visible from the streets or Common Properties shall be constructed as described in Exhibit "B" attached hereto and made a part hereof for all purposes. Any wood privacy fence facing a public street on a corner Lot must be stained in accordance with Section 9.15(v) above.

26 (d) Side or Rear Yard Fencing - Facing or Abutting Common Properties.

No fencing, except for five (5) foot high decorative metal fencing, as described in Exhibit "B" shall be constructed within ten (10) feet of Lot lines abutting Common Properties without the express written approval of the Architectural Control Committee.

etal fencing, as described in Exhibit "B" shall be constructed within ten (10) feet of Lot lines abutting Common Properties without the express written approval of the Architectural Control Committee.

9.16 Trash Receptacles and Collection. Each Lot Owner shall make or cause to be made appropriate arrangements with the City of Fort Worth, Texas, for collection and removal of garbage and trash on a regular basis. If the Owner fails to make such provisions, the Association may do so and assess the costs thereof to the Owner. Each and every Owner shall observe and comply with any and all regulations or requirements promulgated by the City of Fort Worth, Texas, and/or the Association, in connection with the storage and removal of trash and garbage. All Lots shall at all times be kept in a well maintained, healthful, sanitary and attractive condition. No Lot shall be used or maintained as a dumping ground for garbage, rubbish, debris, trash, junk or other waste matter.

All trash, garbage, or waste matter shall be kept in adequate containers which shall be constructed of metal, plastic or masonry materials, with tightly-fitting lids, or other containers approved by the City of Fort Worth, Texas, and which shall be maintained in a clean and sanitary condition and shall be completely screened from public streets and the Common Properties. An Owner may place trash on the street curb abutting his Lot only on those days designated by the City of Fort Worth, Texas, as trash collection days; provided, however, such trash must be kept neatly contained in a sanitary, tightly-sealed metal, plastic or other container. No Lot shall be used for open storage of any materials whatsoever, except that new building materials used in the construction of improvements

nitary, tightly-sealed metal, plastic or other container. No Lot shall be used for open storage of any materials whatsoever, except that new building materials used in the construction of improvements erected on any Lot may be placed upon such Lot at the time construction is commenced and may be maintained thereon for a reasonable time, so long as the construction progresses without unreasonable delay, until completion of the improvements, after which the materials shall either be removed from the Lot or stored in a suitable enclosure on the Lot. No garbage, trash, debris, or other waste matter of any kind shall be burned on any Lot. Notwithstanding anything to the contrary contained herein, Declarant shall have the right to designate a Lot or Lots to be used by builders constructing homes in the subdivision as a temporary "concrete wash-out" lot.

9.17 Exterior Lighting. The front elevation of each residence shall be illuminated by at least two (2) coach lamps installed on the front facade between six (6) and eight (8) feet from the top of the foundation. Lamps may be located on porches and between or over garage doors. No exterior light, including landscape lighting, shall be installed or maintained on any Lot without the prior written approval of the Architectural Control Committee. Further, and notwithstanding such prior written approval, upon being given notice by the Architectural Control Committee that any exterior light is objectionable, the Owner of the Lot on which same is located will immediately remove said light or shield the same in such a way that it is no longer objectionable. Floodlights are expressly prohibited on the front facade of any residence. Floodlights installed on any other building elevation

ht or shield the same in such a way that it is no longer objectionable. Floodlights are expressly prohibited on the front facade of any residence. Floodlights installed on any other building elevation shall be installed at least eight feet (8') above the first (1st) floor. Holiday lights and other seasonal decorations shall be removed within a week following the holiday, except that Christmas lights and other Christmas decorations must be removed within one (1) month after Christmas.

9.18 Window Coolers. No window or wall type air-conditioners or water coolers shall be permitted to be used, erected, placed or maintained on or in any residential building on any part of the Properties.

27 9.19 Antennas Restrictions, Satellite Dishes, Playground Structures, and Other Rear Yard Activities. No radio or television aerial wires or antennas shall be maintained on the outside of any building nor shall any free standing antennas of any style be permitted. All radio or television aerial wires or antennas must be built within the main structure and must not be visible from outside of such structure. The location of all satellite dishes shall be subject to the prior written approval of the Architectural Control Committee. To the extent reasonably possible and unless approved in writing by the Architectural Control Committee, no satellite dish, playground structure, dog run, clothes drying area, or vegetable garden shall be visible from public streets or Common Properties.

Satellite dishes, to the extent possible, shall be located on the side of the rear or back half of the residence. In no event shall any satellite dish be located in the front yard of any Lot, and, in no event

e dishes, to the extent possible, shall be located on the side of the rear or back half of the residence. In no event shall any satellite dish be located in the front yard of any Lot, and, in no event shall any satellite dish exceed twelve feet (12') in height, measured from the ground in the manner prescribed by the City of Fort Worth.

9.20 Temporary Structures and Vehicles. No temporary structure of any kind shall be erected or placed upon any Lot. No trailer, mobile, modular or prefabricated home, tent, shack, or barn shall be placed on any Lot, either temporarily or permanently, and no residence, house, garage, shed or other structure appurtenant thereto shall be moved upon any Lot from another location, except for a sale, pre-sale or construction trailer; provided, however, that Declarant reserves the exclusive right to erect, place and maintain, and to permit builders to erect, place and maintain such facilities in and upon the Property as in its sole discretion may be necessary or convenient during the period of and in connection with the sale of Lots, construction and selling of residences and constructing other improvements on the Properties. Such facilities may include, but not necessarily be limited to, a temporary office building, storage area, signs, portable toilet facilities and sales office. Until such time as a builder of homes in the subdivision has completed its model home, the builder may park, on a temporary basis, on streets and other paved areas adjacent to Lots owned or under contract by such builder, a motor home to be used as a temporary sales office. Any such motor home shall be maintained in good condition, be licensed, be operable, and be identified to the

ed or under contract by such builder, a motor home to be used as a temporary sales office. Any such motor home shall be maintained in good condition, be licensed, be operable, and be identified to the public as a sales office. Declarant and builders shall also have the temporary right to use a residence situated on a Lot as a temporary office or model home during the period of and in connection with the construction and sales operations on the Properties, but in no event shall a builder have such right for a period in excess of one (1) year after the date of substantial completion of his last residence on the Properties. Any truck, bus, boat, boat trailer, trailer, recreational vehicle, campmobile, camper or any vehicle other than conventional automobile shall, if brought within the Properties, be in good working order, with evidence of current inspection and current registration, and shall be stored, placed or parked within the garage of the appropriate Owner or, to the extent possible, concealed from view from adjoining Lots, Common Properties, or public streets, unless approved in writing by the Architectural Control Committee.

9.21 Parking. On-street parking is restricted to approved deliveries, pick-up or short-time guests and invitees and shall be subject to such reasonable rules and regulations as shall be adopted by the Board of Directors. Parking in driveways is permitted; provided, however, no inoperable vehicles, no stored vehicles, or vehicles not utilized on a daily basis shall be permitted to be parked or stored in driveways.

9.22 Signs. No signs, flags or flag poles shall be displayed to the public view on any Lot without the prior written approval of the Architectural Control Committee, with the following

d in driveways.

9.22 Signs. No signs, flags or flag poles shall be displayed to the public view on any Lot without the prior written approval of the Architectural Control Committee, with the following exceptions: (i) Declarant and homebuilders may erect and maintain one or more signs or flags for 28 the construction, development, operation, promotion and sale of the Lots; (ii) the patriotic display of flags not exceeding 4' x 6' in size shall be permitted on customary holidays; and (iii) signs of customary dimensions (3' x 4' maximum) advertising said property or portions thereof for sale. No sign of any kind or character, including (a) any signs in the nature of a "protest" or complaint against Declarant or any home builder, (b) or that describe, malign, or refer to the reputation, character, or building practices of Declarant or any home builder, or (c) discourage or otherwise impact or attempt to impact anyone's decision to acquire a lot or residence in the Subdivision shall be displayed to the public view on any Lot or from any home on any Lot. Declarant, any home builder, or their agents shall have the right, without notice, to remove any sign, billboard, or other advertising structure that does not comply with the above, and in so doing shall not be subject to any liability for trespass or any other liability in connection with such removal. The failure to comply with this restriction will also subject any Owner to a fine of $50.00 per day that such Owner fails to comply with this restriction. The non-payment of such fine can result in a lien against said Lot, which lien may be foreclosed on in order to collect such fine. Notwithstanding anything herein contained to the

th this restriction. The non-payment of such fine can result in a lien against said Lot, which lien may be foreclosed on in order to collect such fine. Notwithstanding anything herein contained to the contrary, any and all signs, if allowed, shall comply with all sign standards of the City of Fort Worth, Texas, as such standards may be applicable to the Properties.

9.23 Removal of Dirt. The digging of dirt or the removal of any dirt from any Lot is prohibited, except as necessary in conjunction with landscaping or construction of improvements thereon. Minimum finished floor elevations, if any, established on the Plat shall be maintained.

9.24 Drilling and Mining Operations. No surface operations for gas or oil drilling or development operations, oil refining, quarrying or mining operations of any kind shall be permitted upon or in any Lot, nor shall oil wells, tanks, tunnels, mineral excavations or shafts be permitted upon or in any Lot. No derrick or other structure designed for use in boring for oil, natural gas or water shall be erected, maintained or permitted upon any Lot.

9.25 Offensive Activities. No noxious or offensive activity shall be conducted on any Lot nor shall anything be done thereon which is or may become an annoyance or nuisance to the other Owners or would detract from neighbor's property values or enjoyment, including negative campaigning against a Class B Member. No animals, livestock or poultry of any kind shall be raised, bred or kept on any residential Lot, except that dogs, cats or other household pets [not to exceed three (3) adult animals] may be kept, provided that they are not kept, bred or maintained for commercial purposes. No person owning or in custody of an animal shall allow it to stray or go upon

exceed three (3) adult animals] may be kept, provided that they are not kept, bred or maintained for commercial purposes. No person owning or in custody of an animal shall allow it to stray or go upon another Lot without the consent of the Owner of such Lot. Dogs shall be on a leash when outside the Owner's Lot. Owners shall be required to clean up his or her dog's defecation on the Common Properties and other Lots. The Association may adopt reasonable rules and regulations governing the size, weight, and keeping of animals, which rules may include the adoption of fines for violations thereof.

9.26 Duty of Maintenance.

(a) Owners and occupants (including lessees) of any Lot shall, jointly and severally, have the duty and responsibility, at their sole cost and expense, to keep the Lot so owned or occupied, including buildings, improvements, grounds or drainage 29 easements or other rights-of-way incident thereto, and vacant land, in a wellmaintained, safe, clean and attractive condition at all times. Such maintenance includes, but is not limited to, the following: (i) (ii) Prompt removal of all litter, trash, refuse and waste; Lawn mowing and edging of all curbs and edgeways on a regular basis; (iii) (iv) Tree and shrub pruning; Watering landscaped areas in a regular manner so as to maintain harmony with the overall standards of the subdivision; (v) working order; (vi) and attractive; repair; Keeping exterior lighting and maintenance facilities in Keeping lawn and garden areas alive, free of weeds, (vii) Keeping parking areas, driveways and curbs in good (viii) Complying with all government health and police requirements; (ix) Repair of exterior damages to improvements; (x) Cleaning of landscaped areas lying between street

driveways and curbs in good (viii) Complying with all government health and police requirements; (ix) Repair of exterior damages to improvements; (x) Cleaning of landscaped areas lying between street curbs and Lot lines, unless such streets or landscaped areas are expressly designated to be Common Properties maintained by applicable governmental authorities or the Association; and (xi) Repainting of improvements.

(b) If, in the opinion of the Association, any such Owner or occupant has failed in any of the foregoing duties or responsibilities, then the Association may give such person written notice of such failure and such person must within ten (10) days after receiving such notice, perform the repairs and maintenance or make arrangements with the Association for making the repairs and maintenance required.

Should any such person fail to fulfill this duty and responsibility within such period and after notice, if any, required pursuant to Section 5.09(e) hereof, then the Association, through its authorized agent or agents, shall have the right and power to enter onto the premises and perform such repair and maintenance without any liability for damages for wrongful entry, trespass or otherwise to any person.

30 30 (c) Notwithstanding the provisions of Section 9.26(b) above, if, at any time, an Owner shall fail to control weeds, grass and/or other unsightly growth, the Association shall, after giving notice, if any, required pursuant to Section 5.09(e) hereof, have the authority and right to go onto the Lot of such Owner for the purpose of mowing and cleaning said Lot and shall have the authority and right to assess and collect from the Owner of said Lot a sum up to two (2) times the cost incurred by the

of such Owner for the purpose of mowing and cleaning said Lot and shall have the authority and right to assess and collect from the Owner of said Lot a sum up to two (2) times the cost incurred by the Association for mowing or cleaning said Lot on each respective occasion of such mowing or cleaning. If, at any time, weeds or other unsightly growth on the Lot exceed six inches (6") in height, the Association shall have the right and authority to mow and clean the Lot, as aforesaid.

(d) The Owners and occupants (including lessees) of any Lot on which work is performed pursuant to Sections 9.26(b) and (c) above shall, jointly and severally, be liable for the cost of such work [such costs constituting a special individual assessment as specified in Section 5.05(b) hereof] and shall promptly reimburse the Association for such cost. If such Owner or occupant shall fail to reimburse the Association within thirty (30) days after receipt of a statement for such work from the Association, then said indebtedness shall be a debt of all said persons, jointly and severally, and shall constitute a lien against the Lot on which said work was performed. Such lien shall have the same attributes as the lien for assessments and special assessments set forth in this Declaration, and the Association shall have the identical powers and rights in all respects, including but not limited to the right of foreclosure.

9.27 Maintenance of Common Properties. All landscaping and improvements placed or erected on the Common Properties by Declarant shall be owned and maintained, as appropriate for the type of vegetation, by the Association. Not all Common Properties are intended to be mowed and irrigated. Native areas shall be managed and preserved, rather than mowed.

tained, as appropriate for the type of vegetation, by the Association. Not all Common Properties are intended to be mowed and irrigated. Native areas shall be managed and preserved, rather than mowed.

9.28 Retaining Walls. Retaining walls in excess of eighteen inches (18") in height shall be restricted to structurally engineered and designed walls made of materials approved, in writing, by the Architectural Control Committee. The responsibility for constructing and maintaining a retaining wall shall be borne by the Owner of the "high" side Lot, unless the Owner of the "low" side Lot elects to construct a residence on his Lot prior to the construction of a residence on the "high" side Lot and a retaining wall is required by the Architectural Control Committee or the City of Fort Worth in connection with the construction of the residence on the "low" side Lot.

9.29 Mailboxes. All mailboxes shall be consistent in design, color, size, and shape with existing mailboxes and in accordance with promulgated architectural standards bulletins.

9.30 Basketball Goals/Hoops. With the prior written consent of the Architectural Control Committee, basketball goals, hoops, backboards and nets shall be permitted; provided, however, in no event shall such structure be allowed in the area between the front setback of the dwelling and the street adjacent thereto nor attached to the facade or roof of the residence facing any street. A basketball goal or hoop may be installed on an independent pole perpendicular to the street and situated behind the required setback line.

31 ARTICLE X ARCHITECTURAL CONTROL COMMITTEE 10.01 Architectural Control Committee. As long as Declarant holds title to any of the

required setback line.

31 ARTICLE X ARCHITECTURAL CONTROL COMMITTEE 10.01 Architectural Control Committee. As long as Declarant holds title to any of the Lots, the Architectural Control Committee, hereinafter called the "Committee", shall be composed of three (3) or more individuals selected and appointed by the Declarant. At such time as Declarant no longer owns any Lots, the Committee shall be composed of such individuals selected by a vote of the Board of Directors of the Association. The Committee shall use its best efforts to promote and ensure a high level of quality, harmony and conformity throughout the Properties. The Committee shall function as the representative of the Owners for the purposes herein set forth as well as for all other purposes consistent with the creation and preservation of a first-class residential development.

A majority of the Committee may designate a representative to act for it. In the event of the death or resignation of any member of the Committee, the remaining members shall have full authority to designate and appoint a successor. Other than as set forth in Section 10.02 hereof, no member of the Committee shall be entitled to any compensation for services performed hereunder nor be liable for claims, causes of action or damages (except where occasioned by gross negligence or arbitrary and capricious conduct) arising out of services performed, actions take, or inactions in connection with any undertaking, responsibility, or activity hereunder or request for action hereunder. At any time, the Declarant may delegate and assign to the Board of Directors, all of the Declarant's power and right to change the membership of the Committee, to withdraw or add powers

ion hereunder. At any time, the Declarant may delegate and assign to the Board of Directors, all of the Declarant's power and right to change the membership of the Committee, to withdraw or add powers and duties from or to the Committee, or to restore the powers and duties of the Committee. Such action by the Declarant shall be effective upon recordation of a written instrument properly reflecting same in the Office of the County Clerk of Tarrant County, Texas.

10.02 Architectural Approval. No building, structure, shed, fence, wall or improvement of any kind or nature shall be erected, constructed, placed, altered, changed or modified on any Lot until the plot plan showing the location of such building, structure, paving or improvement, construction plans and specifications thereof and landscaping and grading plans therefor have been submitted to and approved in writing by the Committee or a representative or agent designated by the Committee to act on behalf of the Committee as to: (i) location with respect to Lot lines; topography; finished grades elevation; height and dimensions of improvements; intended use of the proposed improvements; impact and relationship to neighboring Lots and improvements situated or to be situated thereon; effect of location and use on neighboring Lots and improvements situated thereon; and any drainage arrangement, (ii) conformity and harmony of external design, color, texture, type and appearance of exterior surfaces and landscaping with existing structures and existing landscaping, (iii) quality of workmanship and materials; adequacy of site dimensions; adequacy of structural design; proper facing of main elevation with respect to nearby streets; and

es and existing landscaping, (iii) quality of workmanship and materials; adequacy of site dimensions; adequacy of structural design; proper facing of main elevation with respect to nearby streets; and (iv) the other standards set forth within this Declaration (and any amendments hereto) or as may be set forth in bulletins promulgated by the Committee. In connection with the submission of such plot plan, construction plans and specifications, and landscaping and grading plans, the Committee may require that the submitting party pay a fee of up to $250.00 per submission, which fee shall be payable to the Committee or, if the Committee elects, to a representative designated by the Committee to review such plans and specifications. The Committee is authorized to request the submission of samples of proposed construction materials or colors of proposed exterior surfaces.

32 Final plans and specifications shall be submitted in duplicate to the Committee for approval or disapproval. At such time as the plans and specifications meet the approval of the Committee, one complete set of plans and specifications will be retained by the Committee and the other complete set of plans will be marked "Approved" and returned to the Owner. If found not to be in compliance with these Covenants and Restrictions, one set of such plans and specifications shall be returned marked "Disapproved", accompanied by a reasonable statement of items found not to comply with these Covenants and Restrictions. Any modification or change to the approved set of plans and specifications which affects items (i) through (iv) of the preceding paragraph must again be submitted to the Committee for its inspection and approval. The Committee's approval or

ed set of plans and specifications which affects items (i) through (iv) of the preceding paragraph must again be submitted to the Committee for its inspection and approval. The Committee's approval or disapproval as required herein shall be in writing. If the Committee or its designated representative fails to approve or disapprove such plans and specifications within thirty (30) days after they have been submitted, then Committee approval shall be presumed; provided, however, that nothing in this paragraph shall affect in any way the method for seeking or granting variances, as described in Section 10.03 hereof, nor shall any failure of the Committee to act on a variance request within any particular period of time constitute the granting or approval of any such variance request.

The Committee is authorized and empowered to consider and review any and all aspects of dwelling construction, construction of other improvements and location, quality and quantity of landscaping on the Lots, and may disapprove aspects thereof which may, in the reasonable opinion of the Committee, adversely affect the living enjoyment of one or more Owner(s) or the general value of the Properties. As an example, and not by way of limitation, the Committee may impose limits upon the location of window areas of one residential dwelling which would overlook the rear or side yard of an adjacent residential dwelling. Also, the Committee is permitted to consider technological advances in design and materials and such comparable or alternative techniques, methods or materials may or may not be permitted, in accordance with the reasonable opinion of the Committee.

THE COMMITTEE MAY, FROM TIME TO TIME, PUBLISH AND PROMULGATE ARCHITECTURAL STANDARDS BULLETINS AND/OR DESIGN GUIDELINES WHICH

be permitted, in accordance with the reasonable opinion of the Committee.

THE COMMITTEE MAY, FROM TIME TO TIME, PUBLISH AND PROMULGATE ARCHITECTURAL STANDARDS BULLETINS AND/OR DESIGN GUIDELINES WHICH SHALL BE FAIR, REASONABLE AND UNIFORMLY APPLIED AND SHALL CARRY FORWARD THE SPIRIT AND INTENTION OF THIS DECLARATION. SUCH BULLETINS AND GUIDELINES SHALL SUPPLEMENT THESE COVENANTS AND RESTRICTIONS AND ARE INCORPORATED HEREIN BY REFERENCE. THE COMMITTEE SHALL HAVE THE AUTHORITY TO MAKE FINAL DECISIONS IN INTERPRETING THE GENERAL INTENT, EFFECT AND PURPOSE OF THESE COVENANTS AND RESTRICTIONS.

PRIOR TO ACQUIRING ANY LOT OR CONSTRUCTING ANY STRUCTURE ON A LOT, EACH PROSPECTIVE PURCHASER, TRANSFEREE, MORTGAGEE, AND/OR OWNER IS STRONGLY ENCOURAGED TO CONTACT THE ARCHITECTURAL CONTROL COMMITTEE TO OBTAIN AND REVIEW THE MOST RECENT ARCHITECTURAL STANDARDS BULLETINS AND DESIGN GUIDELINES WHICH WILL CONTROL THE DEVELOPMENT, CONSTRUCTION, LANDSCAPE AND USE OF THE LOT AND THE STRUCTURES TO BE CONSTRUCTED THEREON.

THE ARCHITECTURAL STANDARDS BULLETINS AND DESIGN GUIDELINES MAY CONTAIN STANDARDS, REQUIREMENTS, OR LIMITATIONS IN ADDITION TO THOSE EXPRESSLY SET FORTH OR REFERRED TO IN THIS DECLARATION AND MORE STRINGENT STANDARDS, REQUIREMENTS, OR LIMITATIONS THAN THE SPECIFIC STANDARDS, REQUIREMENTS OR LIMITATIONS SET FORTH OR REFERRED TO IN THIS DECLARATION.

10.03 Variances. Upon submission of a written request for same, the Committee may, from time to time, in its sole discretion, permit Owners to construct, erect, or install improvements which are in variance from the architectural standards, the Covenants and Restrictions, or the previously published architectural bulletins which are provided in this Declaration or which may be

ments which are in variance from the architectural standards, the Covenants and Restrictions, or the previously published architectural bulletins which are provided in this Declaration or which may be promulgated in the future. In any case, such variances shall be in basic conformity with and shall blend effectively with the general architectural style and design of the community. No member of the Committee shall be liable to any Owner or other person claiming by, through, or on behalf of any Owner, for any claims, causes of action, or damages arising out of the granting or denial of, or other action or failure to act upon, any variance requested by an Owner or any person acting for or on behalf of any Owner. Each request for a variance submitted hereunder shall be reviewed separately and apart from other such requests and the grant of a variance to any Owner shall not constitute a waiver of the Committee's right to strictly enforce the Covenants and Restrictions, architectural standards or published architectural bulletins provided hereunder against any other Owner. Each such written request must identify and set forth in detail the specific restriction or standard from which a variance is sought and describe in complete detail the exact nature of the variance sought.

Any grant of a variance by the Committee must be in writing and must identify in narrative detail both the standards from which a variance is being sought and the specific variance being granted.

10.04 Nonconforming and Unapproved Improvements. The Association may require any Owner to restore such Owner's improvements to the condition existing prior to the construction thereof (including, without limitation, the demolition and removal of any unapproved improvement)

ire any Owner to restore such Owner's improvements to the condition existing prior to the construction thereof (including, without limitation, the demolition and removal of any unapproved improvement) if such improvements were commenced or constructed in violation of this Declaration. In addition, the Association may, but has no obligation to do so, cause such restoration, demolition and removal and levy the amount of the cost thereof as a special individual assessment against the Lot upon which such improvements were commenced or constructed.

10.05 No Liability. Neither Declarant, the Association, the Committee, the Board, nor the officers, directors, members, employees and agents of any of them, shall be liable in damages to anyone submitting plans and specifications to any of them for approval, or to any Owner by reason of mistake in judgment, negligence, or nonfeasance arising out of or in connection with the approval or disapproval or failure to approve or disapprove any such plans or specifications. Every person who submits plans or specifications and every Owner agrees that he will not bring any action or suit against Declarant, the Association, the Committee, the Board, or the officers, directors, members, employees or agents of any of them, to recover any such damages and hereby releases and quitclaims all claims, demands and causes of action arising out of or in connection with any judgment, negligence or nonfeasance and hereby waives the provisions of any law which provides that a general release does not extend to claims, demands and causes of action not known at the time the release is given. Plans and specifications are not approved for engineering or structural design or adequacy 34

causes of action not known at the time the release is given. Plans and specifications are not approved for engineering or structural design or adequacy 34 of materials, and by approving such plans and specifications neither the Committee, the members of the Committee, the Declarant nor the Association assumes liability or responsibility therefor, nor for any defect in any structure constructed from such plans and specifications.

ARTICLE XI EASEMENTS 11.01 Ingress and Egress by the Association. The Association shall, at all times, have full rights of ingress and egress over and upon each Lot for the maintenance and repair of each Lot and the Common Properties in accordance with the provisions hereof, and for the carrying out by the Association of its functions, duties and obligations hereunder; provided, that any such entry by the Association upon any Lot shall be made with as little inconvenience to the Owner as practical, and any damage caused by the Association's entry, other than damages caused by the Owner, shall be repaired by the Association at the expense of the Association.

11.02 General. The rights and duties of the Owners with respect to sanitary sewer, water, electricity, natural gas, telephone and cable television lines and drainage facilities shall be governed by the following: (a) Wherever (i) sanitary sewer or water service connections, (ii) natural gas, electricity, telephone or cable television lines, or (iii) drainage facilities are installed within the Properties, which connections, lines or facilities or any portion thereof lie in or upon Lots owned by any party other than the Owner of a Lot served by said connections, lines or facilities, such Owners of Lots served shall have the

nes or facilities or any portion thereof lie in or upon Lots owned by any party other than the Owner of a Lot served by said connections, lines or facilities, such Owners of Lots served shall have the right and are hereby granted an easement to the full extent necessary therefore, to enter upon the Lots within or upon which said connections, lines or facilities or any portion thereof lie to repair, replace and generally maintain said connections, lines or facilities as and when the same may be necessary.

(b) Wherever (i) sanitary sewer or water service connections, (ii) natural gas, electricity, telephone or cable television lines, or (iii) drainage facilities are installed within the Properties, which connections, lines or facilities serve more than one Lot, the Owner of each Lot served by said connections, lines or facilities shall be entitled to the full use and enjoyment of such portions of said connections, lines or facilities which service such Owner's Lot.

11.03 Reservation of Easements. Easements over the Lots and Common Properties for the installation and maintenance of electric, telephone, cable television, water, gas and sanitary sewer lines and drainage facilities are hereby reserved by the Association, together with the right to grant and transfer same.

11.04 Surface Areas of Utility Easements. Easements for installation and maintenance of utilities are reserved as shown and provided for on the Plat. Underground electric, storm sewer, sanitary sewer, water, natural gas and telephone service shall be available to all Lots in the subdivision. Easements for the underground service may be crossed by driveways, walkways, patios, brick walls and fences, provided the Declarant or builder makes prior arrangements with the utility 35

subdivision. Easements for the underground service may be crossed by driveways, walkways, patios, brick walls and fences, provided the Declarant or builder makes prior arrangements with the utility 35 companies furnishing electric, storm sewer, sanitary sewer, water, natural gas and telephone service and provides and installs any necessary conduit of approved type and size under such driveways, walkways, patios, brick walls or fences prior to construction thereof. Such easements for the underground service shall be kept clear of all other improvements, and neither the grantee nor any utility company using the easements shall be liable for any damage done by either of them or their assigns, their agents, employees or servants, to shrubbery, trees, flowers or other improvements (other than for damages caused in crossing driveways, walkways, patios, brick walls or fences, providing conduit has been installed as outlined above) of the Owner located on the Lot covered by said easements. In addition, the utility easements shall not be used as alleyways.

11.05 Emergency and Service Vehicles. An easement is hereby granted to all police, fire protection, ambulance and other emergency vehicles and other service vehicles to enter upon the Common Properties, including but not limited to private streets, in the performance of their duties; and further, an easement is hereby granted to the Association, its officers, directors, agents, employees and management personnel to enter the Common Properties to render any service.

11.06 Universal Easement. The Owner of each Lot (including Declarant so long as Declarant is the Owner of any Lot) is hereby granted an easement not to exceed one (1) foot in width

render any service.

11.06 Universal Easement. The Owner of each Lot (including Declarant so long as Declarant is the Owner of any Lot) is hereby granted an easement not to exceed one (1) foot in width over all adjoining Lots and Common Properties for the purpose of accommodating any encroachment due to engineering errors, errors in original construction, settlement or shifting of the building, or any other cause. There shall be easements for the maintenance of said encroachment, settling or shifting; provided, however, that in no event shall an easement for encroachment be created in favor of an Owner or Owners if said encroachment occurred due to willful misconduct of said Owner or Owners. Each of the easements hereinabove referred to shall be deemed to be established upon the recordation of this Declaration and shall be appurtenant to the Lot being serviced and shall pass with each conveyance of said Lot.

11.07 Fence and Landscape Easement. A fence and landscape easement has been established on the Plat for the construction, maintenance, and repair of the perimeter fence and the associated landscape and irrigation. Owners shall not alter, paint or otherwise use such fences even though such fences and easements may be located on or adjacent to such Owner's Lot. It is the responsibility of each Owner to maintain that portion of the landscaping within this easement which is enclosed by the fence on their respective Lot, however, the Association retains the right to enter upon the Properties and perform such maintenance as necessary.

11.08 Drainage Easement. Easements over the Lots and the Common Properties for the drainage and flow of surface water, as shown on the grading and drainage plans for the subdivision,

nce as necessary.

11.08 Drainage Easement. Easements over the Lots and the Common Properties for the drainage and flow of surface water, as shown on the grading and drainage plans for the subdivision, are hereby reserved and retained for the benefit of the Association and/or its successors and assigns.

In addition, each Owner covenants to provide easements for drainage and water flow as contours of land and the arrangements of improvements, approved by the Architectural Control Committee, thereon required. Each Owner shall be responsible for maintaining his Lot so that there is no interference with the drainage patterns established by the grading and drainage plans.

ARTICLE XII GENERAL PROVISIONS 12.01 Duration. The Covenants and Restrictions of this Declaration shall run with and bind the land subject to this Declaration, and shall inure to the benefit of and be enforceable by the Association and/or any Owner, their respective legal representatives, heirs, successors and assigns, for a term of fifty (50) years from the date that this Declaration is recorded in the Office of the County Clerk of Tarrant County, Texas, after which time these Covenants and Restrictions shall be automatically extended for successive periods of ten (10) years unless an instrument signed by the Members entitled to cast seventy percent (70%) of the votes of the Association, in the aggregate, regardless of class, has been recorded in the Office of the County Clerk of Tarrant County, Texas, agreeing to abolish or terminate these Covenants and Restrictions; provided, however, that no such agreements to abolish shall be effective unless made and recorded one (1) year in advance of the effective date of such abolishment.

e these Covenants and Restrictions; provided, however, that no such agreements to abolish shall be effective unless made and recorded one (1) year in advance of the effective date of such abolishment.

12.02 Amendments. Notwithstanding the terms and provisions of Section 12.01 hereof, this Declaration may be amended, modified and/or changed as follows: (a) during the time Declarant is the Owner of any Lot, the Declarant may amend or change this Declaration with the consent of at least seventy percent (70%) of the Owners of Lots subject to this Declaration; (b) in all other situations, this Declaration may be amended or changed either upon the express written consent of Members entitled to cast at least seventy percent (70%) of the Owners of Lots subject to this Declaration.

Any and all amendments to this Declaration, shall be recorded in the Office of the County Clerk of Tarrant County, Texas. Notwithstanding the prior provisions of this Section 12.02, (a) the Declarant may execute and record amendments to this Declaration without such consent or approval if the amendment is for the purpose of correcting technical or typographical errors or for clarification only, and (b) as long as the Declarant is the Owner of any Lot, no amendment to this Declaration shall be effective without the prior written consent of the Declarant.

12.03 Enforcement. Enforcement of these Covenants and Restrictions may be brought by Declarant, the Association, or any Owner and shall be by any proceeding at law or in equity against any person or persons violating or attempting to violate them, or to recover damages, or to enforce any lien created by these Covenants and Restrictions; and failure by the Association or any Owner

st any person or persons violating or attempting to violate them, or to recover damages, or to enforce any lien created by these Covenants and Restrictions; and failure by the Association or 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. In addition, should the Association prevail in any such litigation, the Association shall be entitled to recover its reasonable attorneys' fees.

12.04 Severability. Invalidation of any one of these Covenants and Restrictions by judgment or court order shall in no way affect any other provision of this Declaration or the remainder of these Covenants and Restrictions which shall remain in full force and effect.

37 12.05 Headings. The headings contained in this Declaration are for reference purposes only and shall not in any way affect the meaning or interpretation of this Declaration.

12.06 Notices to Member/Owner. Any notice required to be given to any Member or Owner under the provisions of this Declaration shall be deemed to have been properly delivered when deposited in the United States mail, postage prepaid, addressed to the last known address of the person who appears as a Member or Owner on the records of the Association at the time of such mailing.

12.07 Notices to Mortgagees. If a holder of a mortgage on a Lot shall notify the Association of its address and the identity of the Lot and Owner covered by and granting such mortgage, then such holder(s) shall be entitled to receive, written notification from the Association of any default by the respective Owner in the performance of such Owner's obligations as established by this Declaration.

der(s) shall be entitled to receive, written notification from the Association of any default by the respective Owner in the performance of such Owner's obligations as established by this Declaration.

12.08 Disputes. Matters of dispute or disagreement between Owners with respect to interpretation or application of the provisions of this Declaration or the Bylaws of the Association shall be determined by the Board of Directors, whose determination shall be final and binding upon all Owners. In the event a dispute arises between the Association and one or more Owners, such parties shall submit the dispute to arbitration in accordance with the rules of the American Arbitration Association, and the result thereof shall be binding and conclusive to the parties. Upon the written request of either party to the dispute, each party to the dispute shall appoint one person as an arbitrator to hear and determine the dispute and if the two arbitrators so chosen shall be unable to agree, then they shall select a third arbitrator whose decision shall be final and conclusive upon the parties. The expenses of such arbitration shall be borne by the losing party, or in such proportions as the arbitrators shall decide. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association.

12.09 Termination of and Responsibility of Declarant. If Declarant shall convey all of its right, title and interest in and to the Properties and assign all its rights, benefits and obligations as Declarant hereunder to any partnership, individual or individuals, corporation or corporations, then and in such event Declarant shall be relieved of the performance of any further duty or

igations as Declarant hereunder to any partnership, individual or individuals, corporation or corporations, then and in such event Declarant shall be relieved of the performance of any further duty or obligation hereunder, and such partnership, individual or individuals, corporation or corporations, shall be obligated to perform all such duties and obligations of the Declarant.

12.10 Limitation on Interest. All agreements between any Owner and the Association or Declarant are hereby limited so that in no event shall the interest contracted for, charged or received by such party exceed the maximum amount permissible under applicable law. All interest paid or agreed to be paid to such party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the indebtedness so that interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to such party in excess of the maximum lawful amount, the interest shall be reduced to the maximum amount permitted under applicable law; and if, from any circumstance, such party shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, such excess shall be refunded to the applicable Owner.

38 IN WITNESS WHEREOF, the Declarant has caused this instrument to be executed as of the 11th day of FEBRUARY 2007.

STATE OF TEXAS COUNTY OF DALLAS cascos cos WILBOW-SKYLINE DEVELOPMENT CORPORATION, a Texas corporation By: Chas Fitzgerald, President This instrument was acknowledged before me on 11th of February, 2007, by

OF TEXAS COUNTY OF DALLAS cascos cos WILBOW-SKYLINE DEVELOPMENT CORPORATION, a Texas corporation By: Chas Fitzgerald, President This instrument was acknowledged before me on 11th of February, 2007, by CHAS FITZGERALD, President of WILBOW-SKYLINE DEVELOPMENT CORPORATION, a Texas corporation, on behalf of said corporation.

My Commission Expires: 05.30-2008 malay Notary Public, State of Texas Margaret A. Cady (Printed or Typed Name of Notary) NOTARY PUBLIC STATE OF TEXAS MARGARET A. CADY NOTARY PUBLIC STATE OF TEXAS MY COMM. EXP. 05-30-2008 39 The Properties shall consist of: Lots 50-130 Block 4 Lots 1-4 & 15-29 Block 6 Lots 1-11 Block 7 Lots 1-36 Block 9 Lots 1-11 Block 10 Lot 1 Block 11 Lot 1 Block 13 Exhibit "A" •Front Building Setback TREES SEE SECT 9.14 ·DOES NOT NEED TO BE STAINED DIAGRAM: CORNER YARD FENCING _MISSOURI PA CORNER YARD FENCING (SEE DIAGRAM) STAINED, FINISHED SIDE OUT CONTINUES ALONG SIDE LOT LINE 6PT BEHIND BUILDING SETBACK OF ADJACENT LOT WHILE STREET SIDE YARD FENCE MAY BE LOCATED CO' BEHIND FRONT SETBACK FENCE IS ENCOURAGED TO OCCUPY AS LITTLE OF CORNER SIDE AS POSSIBLE.

ALLOWABLE PREFERRABLE MUST BE STAINED, FINISH SIDE OUT TO STREET COMMUNITY SCREEN WALL BY DEVELOPER PRIVATE YARD FENCES MAY EXTEND TO FACE OF SCREEN WALL.

JOHNSON RANCH THIS SYMBOL DESIGNATES STREET SIDE FENCING ON CORNER LOT TO BE EITHER STAINED WOOD OR DECORATIVE STEEL PICKET TYPE. THESE SIDE YARDS FACE PARKS.

COMMUNITY RETAIL PUBLIC PARK WALNUT CREEK CREEK EM 2871 TABERNACLE OF PRAISE CHURCH ROLLING HILLS CT.

ROLLING HILLS DRIVE RREL CT.

WALNUT CREEK UTILITYS LOT LINES NOT MARKED ARE STANDARD 6'HT UNSTAINED WOOD PRIVACY FENCE IN ACCORDANCE WITH SECTION 9.15 BRAZORIA MULLINS CROS DRIVE PUBLIC PARK WOODGLENCA RIO FRIO CT WALNUT CREEK

T.

WALNUT CREEK UTILITYS LOT LINES NOT MARKED ARE STANDARD 6'HT UNSTAINED WOOD PRIVACY FENCE IN ACCORDANCE WITH SECTION 9.15 BRAZORIA MULLINS CROS DRIVE PUBLIC PARK WOODGLENCA RIO FRIO CT WALNUT CREEK REAR AND SIDE YARD FENCING ABUTTING COMMON PROPERTIES OR PARKS 5' HT MAX. DECORATIVE METAL FENCING ie, WROUGHT IRON STYLE STEEL PICKETS OR OTHER OPEN, TRANSPARENT FENCE AS SPECIFICALLY APPROVED BY THE A.R.C.

EXHIBIT "B" CONSENT, JOINDER AND SUBORDINATION OF MORTGAGEE FROST NATIONAL BANK, the mortgagee holding a current deed of trust lien on all or a portion of the Properties, does hereby consent to the execution and recordation of the foregoing, Declaration of Covenants, Conditions and Restrictions for Skyline, Fort Worth, Texas, and agrees that all liens currently held by it shall be subject and subordinate to the provisions of the foregoing Declaration.

EXECUTED this the 20 day for FEBRUARY, 2007.

STATE OF TEXAS COUNTY OF DALLAS ess cos ess FROST NATIONAL BANK By: Name: LARRY CHILTON Title: E.V.P.

This instrument was acknowledged before me on Lanny Chilton of said bank.

My Commission Expires: 1-5-08 EVP 2/20 2007, by of FROST NATIONAL BANK, on behalf San Notary Public, State of Texas Sean Thackerson (Printed or Typed Name of Notary) 42 NOTARY FUBLIC FATE OF TEX SEAN THACKERSON Notary Public STATE OF TEXAS My Comm. Exp. 01-05-2008 By: GLAST PHILLIPS MURRAY PC 2200 ONE GALLERIA TWR 13355 NOEL RD DALLAS TX 75240 Submitter: WILBOW SKYLINE DEV CORP TARR RANT COUNT SUZANNE HENDERSON TARRANT COUNTY CLERK TARRANT COUNTY COURTHOUSE 100 WEST WEATHERFORD FORT WORTH, TX 76196-0401 DO NOT DESTROY WARNING THIS IS PART OF THE OFFICIAL RECORD.

Filed For Registration: 03/08/2007 12:24 PM Instrument #: D207082551 OPR 43 PGS $180.00 D207082551

EST WEATHERFORD FORT WORTH, TX 76196-0401 DO NOT DESTROY WARNING THIS IS PART OF THE OFFICIAL RECORD.

Filed For Registration: 03/08/2007 12:24 PM Instrument #: D207082551 OPR 43 PGS $180.00 D207082551 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.