Recorded Declaration Of CCRs

2021068709 Total Pages: 105 AFTER RECORDING RETURN TO: ROBERT D. BURTON, ESQ.

WINSTEAD PC 401 CONGRESS AVE., SUITE 2100 AUSTIN, TEXAS 78701 EMAIL: [email protected] DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR VALENCIA [BRAZORIA COUNTY, TEXAS] Declarant: VALENCIA 288, LLC, a Texas limited liability company This Declaration of Covenants, Conditions and Restrictions may be used only in connection with the residential community known as Valencia in Brazoria County, Texas and the operation of Valencia Residential Owners Association, Inc.

4843-8779-6475v.6 63188-5 2021068709 Page 2 of 105 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS..

ARTICLE 2 GENERAL AND USE RESTRICTIONS.

.1 2.1 General....

2.2 Conceptual Plans..

2.3 2.4 Single-Family Residential Use.

Subdividing..

.7 2.5 Hazardous Activities.

2.6 Insurance Rates..

2.7 Mining and Drilling.

2.8 Noise 2.9 Animals Household Pets.

2.10 Rubbish and Debris .10 2.11 Maintenance...

.10 2.12 Association's Maintenance Right..

.11 2.13 Street Landscape Area-Owner's Obligation to Maintain Landscaping.

.12 2.14 Antennas...

12 2.15 Location of Permitted Antennas .12 2.16 Signs .13 2.17 Flags -Approval Requirements...

.14 2.18 Flags Installation and Display.

.14 2.19 Tanks.

.15 2.20 Temporary Structures.

.15 2.21 Outside Storage Buildings.

.16 2.22 Unsightly Articles..........

.16 2.23 Mobile Homes, Travel Trailers and Recreational Vehicles .16 2.24 Basketball Goals; Permanent and Portable.

.16 2.25 Compliance with Restrictions .....

.17 2.26 Liability of Owners for Damage to Common Area.

.17 2.27 No Warranty of Enforceability.

.18 2.28 Party Wall Fences and Walls .18 2.29 Playscapes and Sports Courts...

.19 2.30 Decorations and Lighting.....

.19 2.31 Exterior Window Air Conditioning Units .19 2.32 Window Treatments

ability.

.18 2.28 Party Wall Fences and Walls .18 2.29 Playscapes and Sports Courts...

.19 2.30 Decorations and Lighting.....

.19 2.31 Exterior Window Air Conditioning Units .19 2.32 Window Treatments .19 2.33 Shared Mailboxes .20 2.34 PUD Requirements.

.20 4843-8779-6475v.6 63188-5 i 2021068709 Page 3 of 105 TABLE OF CONTENTS (CONTINUED) Page ARTICLE 3 CONSTRUCTION RESTRICTIONS.

3.1 Approval for Construction..

.20 .20 Swimming Pools.

Compliance with Setbacks and Easements.

Rainwater Harvesting Systems.

3.2 Rentals....

3.3 Fences; Sidewalks.

3.4 Trash Containers 3.5 Drainage.

3.6 Construction Activities.

3.7 Roofing..

3.8 3.9 3.10 Solar Energy Device 3.11 3.12 Xeriscaping 3.13 Water Quality Facilities, Drainage Facilities and Drainage Ponds.

.26 3.14 Garages.

.27 3.15 Parking...

.27 22222 22 .22 .24 25 .20 21 .21 .21 .21 .22 .22 22 ARTICLE 4 Valencia Residential Owners Association, Inc......

22 27 4.1 Organization..

.27 4.2 Membership .27 4.3 Governance .28 4.4 Voting Rights .29 4.5 Powers....

.29 4.6 Conveyance of Common Area to the Association..

.32 4.7 Indemnification .33 4.8 Insurance .33 4.9 Bulk Rate Contracts.....

.33 4.10 Protection of Declarant's Interests.

.34 4.11 Administration of Common Area.

34 4.12 Right of Action by Association..........

.35 55 ARTICLE 5 INSURANCE .35 35 5.1 Insurance .35 5.2 Restoration .35 5.3 Mechanic's and Materialmen's Lien....

..36 ii 4843-8779-6475v.6 63188-5 2021068709 Page 4 of 105 TABLE OF CONTENTS (CONTINUED) Page .36 ARTICLE 6 COVENANT FOR ASSESSMENTS.

Assessments.

6.1 .36 6.2 Maintenance Fund..

6.3 Regular Assessments.

6.4 Working Capital Assessment .37 .37 .37 6.5 Special Assessments..

.38 6.6 Individual Assessments .38 6.7 Amount of Assessment...

.39 6.8 Late Charges.

.39 6.9 Owner's Personal Obligation; Interest.

.39

Working Capital Assessment .37 .37 .37 6.5 Special Assessments..

.38 6.6 Individual Assessments .38 6.7 Amount of Assessment...

.39 6.8 Late Charges.

.39 6.9 Owner's Personal Obligation; Interest.

.39 www wwww ww 6.10 Assessment Lien and Foreclosure...

.40 6.11 Exempt Property .42 6.12 Fines and Damages Assessment.

42 ARTICLE 7 ARCHITECTURAL CONTROL COMMITTEE 42 7.1 7.2 Construction of Improvements.

Architectural Control Committee .43 .43 ARTICLE 8 MORTGAGE PROVISIONS.

.46 8.1 Notice of Action...

.46 8.2 Examination of Books.

.46 8.3 Taxes, Assessments and Charges.

.46 ARTICLE 9 GENERAL PROVISIONS.

.46 9.1 Term 46 9.2 Eminent Domain 47 9.3 Amendment.

47 9.4 Roadway and Utility Easements.

47 9.5 Enforcement.

48 9.6 Declarant Fine Authority .48 9.7 Higher Authority...

.48 9.8 Severability.

48 9.9 Conflicts.

49 9.10 Gender .49 9.11 Acceptance by Owners.

.49 9.12 Damage and Destruction....

49 9.13 No Partition...

.50 4843-8779-6475v.6 63188-5 iii 2021068709 Page 5 of 105 TABLE OF CONTENTS (CONTINUED) Page 9.14 Notices 9.15 View Impairment.

9.16 Safety and Security.

9.17 Notice Concerning Mineral Reservation.....

9.18 .50 .50 .51 .51 Acknowledgment of Location of Drill Site and Pipeline and No Duty to Notify......

ARTICLE 10 EASEMENTS .52 62 .53 53 10.1 Right of Ingress and Egress .53 10.2 Reserved Easements......

.54 10.3 Utility Easements .54 10.4 Subdivision Entry and Fencing Easement.

.55 10.5 Landscape and Monument Sign Easement.

.55 10.6 Easement to Inspect and Right to Correct.

.55 10.7 Shared Facilities Agreement.

.56 ARTICLE 11 DEVELOPMENT RIGHTS.

11.1 Development by Declarant.

11.2 Special Declarant Rights..

11.3 Addition of Land...

11.4 Withdrawal of Land.

11.5 Notice of Plat Recordation 11.6 Assignment of Declarant's Rights............

GHTS.

11.1 Development by Declarant.

11.2 Special Declarant Rights..

11.3 Addition of Land...

11.4 Withdrawal of Land.

11.5 Notice of Plat Recordation 11.6 Assignment of Declarant's Rights............

ARTICLE 12 DISPUTE RESOLUTION..

57 .57 .58 ཚ ཆགགཕམ .56 99 .56 .56 .57 .58 12.1 Introduction and Definitions.

.58 12.2 Mandatory Procedures..

.59 12.3 Claim Affecting Common Areas..

.59 12.4 Claim by Lot Owners - Improvements on Lots.

.63 12.5 Notice .70 12.6 Negotiation....

.71 12.7 Mediation .71 12.8 Binding Arbitration-Claims..

.72 12.9 Allocation of Costs.

.73 12.10 General Provisions.

12.11 Period of Limitation...

12.12 Funding the Resolution of Claims.

.73 .74 .74 4843-8779-6475v.6 63188-5 iv 2021068709 Page 6 of 105 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR VALENCIA This Declaration of Covenants, Conditions and Restrictions for Valencia (the "Declaration") is made by VALENCIA 288, LLC, a Texas limited liability company (the "Declarant"), and is as follows: A.

RECITALS: This Declaration is filed with respect to that certain real property located in Brazoria County, Texas, as more particularly described on Exhibit "A", attached hereto and incorporated herein by reference (the “Property"). The Declarant is the owner of the Property.

Declarant desires to create and carry out a uniform plan for the development, improvement, and sale of the Property.

B.

C. By the Recording of this Declaration, Declarant serves notice that the Property is subject to the terms and provisions of this Declaration.

NOW, THEREFORE, it is hereby declared: (i) that the Property (or any portion thereof) will be held sold, conveyed, and occupied subject to the following covenants, conditions and

of this Declaration.

NOW, THEREFORE, it is hereby declared: (i) that the Property (or any portion thereof) will be held sold, conveyed, and occupied subject to the following covenants, conditions and restrictions which will run with such portions of the Property and will be binding upon all parties having right, title, or interest in or to such portions of the Property or any part thereof, their heirs, successors, and assigns and will inure to the benefit of each owner thereof; and (ii) that each contract or deed conveying the Property (or any portion thereof) will conclusively be held to have been executed, delivered, and accepted subject to the following covenants, conditions and restrictions, regardless of whether or not the same are set out in full or by reference in said contract or deed.

This Declaration uses notes (text set apart in boxes) to illustrate concepts and assist the reader. If there is a conflict between any note and the text of this Declaration, the text will control.

ARTICLE 1 DEFINITIONS Unless the context otherwise specifies or requires, the following words and phrases when used in this Declaration will have the meanings hereinafter specified: "Applicable Law" means all statutes, public laws, ordinances, including but not limited to the requirements set forth in the PUD (as defined herein), policies, rules, regulations and orders of all federal, state, county and municipal governments or their agencies having jurisdiction and control over the Property in effect at the time a provision of the Restrictions is applied, and pertaining to the subject matter of the Restriction provision, all other ordinances, 1 4843-8779-6475v.6 63188-5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 1 2021068709 Page 7 of 105

rtaining to the subject matter of the Restriction provision, all other ordinances, 1 4843-8779-6475v.6 63188-5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 1 2021068709 Page 7 of 105 including but not limited to the PUD, and any other applicable building codes, zoning restrictions and permits or other applicable regulations. Statutes, ordinances, and regulations specifically referenced in the Restrictions are "Applicable Law" on the date of the Restrictions, and are not intended to apply to the Property if they cease to be applicable by operation of law, or if they are replaced or superseded by one or more other statutes or ordinances.

"Architectural Control Committee" or "ACC" means the committee created pursuant to this Declaration to review and approve or deny plans for the construction, placement, modification, alteration or remodeling of any Improvements on a Lot. As provided in Article 7 below, the Declarant acts as the ACC and the ACC is not a committee of the Association until the Declarant has assigned its right to appoint and remove all ACC members to the Association in a Recorded written instrument.

"Assessment" or "Assessments" means assessments imposed by the Association under this Declaration.

"Assessment Unit" has the meaning set forth in Section 6.7.2.

"Association" means Valencia Residential Owners Association, Inc., a Texas nonprofit corporation, which will be created by Declarant to exercise the authority and assume the powers specified in Article 4 and elsewhere in this Declaration.

"Board" means the Board of Directors of the Association.

"Bulk Rate Contract" or "Bulk Rate Contracts" means one or more contracts which are entered into by the Association for the provision of utility services or other services of any kind

the Association.

"Bulk Rate Contract" or "Bulk Rate Contracts" means one or more contracts which are entered into by the Association for the provision of utility services or other services of any kind or nature to the Lots. The services provided under Bulk Rate Contracts may include, without limitation, cable television services, telecommunications services, internet access services, "broadband" services, security services, trash pick-up services, propane service, natural gas service, lawn maintenance services, wastewater services, and any other services of any kind or nature which are considered by the Board to be beneficial to all or a portion of the Property.

Each Bulk Rate Contract must be approved in advance and in writing by the Declarant until expiration or termination of the Development Period.

"Bylaws" means the Bylaws of the Association.

"Certificate" means the Certificate of Formation of the Association, filed in the Office of the Secretary of State of Texas, as the same may be amended from time to time.

"City" means the City of Manvel, Texas.

"Common Area" means any property and facilities that the Association owns or in which it otherwise holds rights or obligations, including any property or facilities held by the Declarant for the benefit of the Association or its Members. Common Area includes any 4843-8779-6475v.6 63188-5 2 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 8 of 105 property that the Association holds under a lease, license, or any easement in favor of the Association. Some Common Area will be solely for the common use and enjoyment of the Owners, while other portions of the Common Area may be for the use and enjoyment of the Owners and members of the public.

ation. Some Common Area will be solely for the common use and enjoyment of the Owners, while other portions of the Common Area may be for the use and enjoyment of the Owners and members of the public.

"Community Manual" means the community manual, which may be initially adopted and recorded by the Declarant as part of the initial project documentation for the benefit of the Association and the Property. The Community Manual may include the Bylaws, Rules and Regulations and other policies governing the Association. The Community Manual may be amended or supplemented, from time to time, by the Declarant during the Development Period. Any amendment to the Bylaws, Rules and Regulations and other policies governing the Association prosecuted by the Board must be approved in advance and in writing by the Declarant until expiration or termination of the Development Period. Upon expiration or termination of the Development Period, the Community Manual may be amended by a Majority of the Board.

"Community Systems" means any and all cable television, telecommunications, alarm/monitoring, internet, telephone or other lines, conduits, wires, amplifiers, towers, antennas, satellite dishes, equipment, materials and installations and fixtures (including those based on, containing and serving future technological advances not now known), if installed by Declarant pursuant to any grant of easement or authority by Declarant within the Property.

"Declarant" means VALENCIA 288, LLC, a Texas limited liability company, its successors or assigns; provided that any assignment(s) of the rights of VALENCIA 288, LLC, a Texas limited liability company, as Declarant, must be expressly set forth in writing and Recorded.

ny, its successors or assigns; provided that any assignment(s) of the rights of VALENCIA 288, LLC, a Texas limited liability company, as Declarant, must be expressly set forth in writing and Recorded.

Declarant enjoys special rights and privileges to help protect its investment in the Property. These special rights are described in this Declaration. Many of these rights do not terminate until either Declarant: (i) has conveyed all Lots which may be created out of the Property; or (ii) voluntarily terminates these rights by a Recorded written instrument.

"Design Guidelines" means the standards for design, construction, landscaping, and exterior items proposed to be placed on any Lot adopted pursuant to Section 7.2.3, as the same may be amended from time to time. The Design Guidelines may consist of multiple written design guidelines applying to specific portions of the Property. At Declarant's option, Declarant may adopt or amend from time to time the Design Guidelines for the Property or any portion thereof. Notwithstanding anything in this Declaration to the contrary, the Declarant will have no obligation to establish Design Guidelines for the Property or any portion thereof.

"Development Period" means the period of time beginning on the date when this Declaration has been Recorded, and ending twenty (20) years thereafter, unless earlier 4843-8779-6475v.6 63188-5 3 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 9 of 105 Declarant may terminated by a Recorded written instrument executed by the Declarant.

terminate the Development Period by an instrument executed by Declarant and Recorded. The Development Period is the period in which Declarant reserves the right to facilitate the

ted by the Declarant.

terminate the Development Period by an instrument executed by Declarant and Recorded. The Development Period is the period in which Declarant reserves the right to facilitate the development, construction, and marketing of the Property, and the right to direct the size, shape and composition of the Property. The Development Period is for a term of years and does not require that Declarant own any portion of the Property.

"Homebuilder" means an Owner (other than the Declarant) who acquires a Lot for the construction of a single family residence for resale to a third party.

"Improvement" means all physical enhancements and alterations to the Property, including but not limited to grading, clearing, removal of trees, alteration of drainage flow, and site work, and every structure and all appurtenances of every type and kind, whether temporary or permanent in nature, including, but not limited to, buildings, outbuildings, storage sheds, patios, tennis courts, sport courts, recreational facilities, swimming pools, putting greens, garages, driveways, parking areas and/or facilities, storage buildings, sidewalks, fences, gates, screening walls, retaining walls, stairs, patios, decks, walkways, landscaping, mailboxes, poles, signs, antennas, exterior air conditioning equipment or fixtures, exterior lighting fixtures, water softener fixtures or equipment, and poles, pumps, wells, tanks, reservoirs, pipes, lines, meters, antennas, towers and other facilities used in connection with water, sewer, gas, electric, telephone, regular or cable television, or other utilities.

"Lot" means any portion of the Property designated by Declarant or as shown as a subdivided Lot on a Plat other than Common Area.

"Majority" means more than half.

cable television, or other utilities.

"Lot" means any portion of the Property designated by Declarant or as shown as a subdivided Lot on a Plat other than Common Area.

"Majority" means more than half.

"Manager" has the meaning set forth in Section 4.5.8.

"Maximum Number of Lots" means the maximum number of Lots that: may be created and made subject to the terms and provisions of this Declaration. The Maximum Number of Lots for the purpose of this Declaration is one thousand two hundred (1,200). Until expiration or termination of the Development Period, Declarant may unilaterally increase or decrease the Maximum Number of Lots by Recorded written instrument.

"Members" means every person or entity that holds membership privileges in the Association.

"Mortgage" or "Mortgages" means any mortgage(s) or deed(s) of trust securing indebtedness and covering any Lot.

"Mortgagee" or "Mortgagees" means the holder(s) of any Mortgage(s).

4 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 10 of 105 "Owner" means the person(s), entity or entities, including Declarant, holding all or a portion of the fee simple interest in any Lot, but does not include the Mortgagee under a Mortgage prior to its acquisition of fee simple interest in such Lot pursuant to foreclosure of the lien of its Mortgage.

"Plat" means a Recorded subdivision plat of any portion of the Property, and any amendments thereto.

"Property" means that certain real property located in Brazoria County, Texas, as more particularly described on Exhibit "A". attached hereto and incorporated herein by reference, subject to such additions thereto and deletions therefrom as may be made pursuant to Section 11.3 and Section 11.4 of this Declaration.

hibit "A". attached hereto and incorporated herein by reference, subject to such additions thereto and deletions therefrom as may be made pursuant to Section 11.3 and Section 11.4 of this Declaration.

"PUD" means that certain planned unit development established under Ordinance No.

2021-0-18, adopted by the City on July 19, 2021, as may be amended from time to time.

"Record, Recordation, Recorded and Recording" means recorded or to be recorded in the Official Public Records of Brazoria County, Texas.

"Resident" means an occupant or tenant of a Lot, regardless of whether the person owns the Lot.

"Restrictions" means the restrictions, covenants, and conditions contained in this Declaration, the Design Guidelines, Bylaws, Community Manual, Rules and Regulations, or in any other rules and regulations promulgated by the Association pursuant to this Declaration, as adopted and amended from time to time. See Table 1 for a summary of the Restrictions.

"Rules and Regulations" means any instrument, however denominated, which may be adopted by the Declarant as part of the Community Manual or subsequently adopted by the Board for the regulation and management of the Property or the Common Area, including any amendments to those instruments. Until expiration or termination of the Development Period, the Declarant may unilaterally amend the Rules and Regulations, and must approve any amendment to the Rules and Regulations adopted by the Board.

"Solar Energy Device" means a system or series of mechanisms designed primarily to provide heating or cooling or to produce electrical or mechanical power by collecting and transferring solar-generated energy. The term includes a mechanical or chemical device that

igned primarily to provide heating or cooling or to produce electrical or mechanical power by collecting and transferring solar-generated energy. The term includes a mechanical or chemical device that has the ability to store solar-generated energy for use in heating or cooling or in the production of power.

Declaration (Recorded) TABLE 1: RESTRICTIONS Creates obligations that are binding upon the Association and all present and future owners of Property.

5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 11 of 105 TABLE 1: RESTRICTIONS Certificate of Formation (Recorded) Bylaws (Recorded) Community Manual (Recorded) Design Guidelines (if adopted, Recorded) Rules and Regulations (if adopted, Recorded) Board Resolutions (adopted by the Board of the Association) Notice of Withdrawal of Land (Recorded) Notice of Addition of Land (Recorded) Notice of Plat Recordation (Recorded) Establishes the Association as a Texas nonprofit corporation.

Governs the Association's internal affairs, such as elections, meetings, etc.

Establishes Rules and Regulations and policies governing the Association.

Governs the design and architectural standards for the construction of Improvements and modifications thereto. The Declarant shall have no obligation to adopt the Design Guidelines.

Regulates the use of property, activities, and conduct within the Property or the Common Area.

Establishes rules, policies, and procedures for the Property, Owners and Association.

Withdraws and removes land from the Property so that such land is no longer burdened by the terms of this Declaration and no longer under the jurisdiction of the Association.

Adds additional land to the Property, so such land will

m the Property so that such land is no longer burdened by the terms of this Declaration and no longer under the jurisdiction of the Association.

Adds additional land to the Property, so such land will be considered part of the Property and subject to the terms of this Declaration and under the jurisdiction of the Association.

Identifies specific residential Lots within a Plat. Upon recordation of a Notice of Plat Recordation, the Property included within the Plat not comprising a residential Lot will automatically be withdrawn from the terms and provisions of this Declaration. Declarant shall have no obligation to Record a Notice of Plat Recordation.

ARTICLE 2 GENERAL AND USE RESTRICTIONS All of the Property shall be owned, held, encumbered, leased, used, occupied, and enjoyed subject to the following limitations and restrictions: 2.1 General.

2.1.1 Conditions and Restrictions. All Lots within the Property will be owned, held, encumbered, leased, used, occupied and enjoyed subject to the Restrictions.

6 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 12 of 105 2.1.2 Ordinances. Ordinances and requirements imposed by local governmental authorities are applicable to all Lots within the Property. Compliance with the Restrictions is not a substitute for compliance with Applicable Law. Please be advised that the Restrictions do not purport to list or describe each restriction which may be applicable to a Lot located within the Property. Each Owner is advised to review all ordinances, requirements, regulations and encumbrances affecting the use and improvement of their Lot prior to submitting plans to the ACC for approval. Furthermore, approval by the ACC should not be

ordinances, requirements, regulations and encumbrances affecting the use and improvement of their Lot prior to submitting plans to the ACC for approval. Furthermore, approval by the ACC should not be construed by the Owner that any Improvement complies with the terms and provisions of any ordinances, requirements, regulations or encumbrances which may affect the Owner's Lot.

Certain encumbrances may benefit parties whose interests are not addressed by the ACC.

NOTICE The Restrictions are subject to change from time to time. By owning or occupying a Lot, you agree to remain in compliance with the Restrictions, as they may change from time to time.

2.2 Conceptual Plans. All master plans, site plans, brochures, illustrations, information and marketing materials relating to the Property or the Common Area (collectively, the "Conceptual Plans") are conceptual in nature and are intended to be used for illustrative purposes only. The land uses and Improvements, including but not limited to any amenity centers, reflected on the Conceptual Plans are subject to change at any time and from time to time, and it is expressly agreed and understood that land uses within the Property or the Common Area may include uses which are not shown on the Conceptual Plans. Neither Declarant nor any Homebuilder or other developer of any portion of the Property or the Common Area makes any representation or warranty concerning such land uses and Improvements shown on the Conceptual Plans or otherwise planned for the Property or the Common Area and it is expressly agreed and understood that no Owner will be entitled to rely upon the Conceptual Plans or any statements made by the Declarant or any of Declarant's representatives regarding the proposed land uses, or proposed or planned Improvements in

ill be entitled to rely upon the Conceptual Plans or any statements made by the Declarant or any of Declarant's representatives regarding the proposed land uses, or proposed or planned Improvements in making the decision to purchase any land or Improvements within the Property. Each Owner who acquires a Lot within the Property acknowledges that development of the Property and/or the Common Area will likely extend over many years, and agrees that the Association will not engage in, or use Association funds to support, protest, challenge, or make any other form of objection to development of the Property or the Common Area or changes in the Conceptual Plans as they may be amended or modified from time to time.

2.3 Single-Family Residential Use. The Lots shall be used solely for private single family residential purposes.

No professional, business, or commercial activity to which the general public is invited shall be conducted on any Lot, except an Owner or Resident may conduct business activities within a residence so long as: (i) such activity complies with all Applicable Law; (ii) the business activity is conducted without the employment of persons other than the residents of 7 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 13 of 105 the home constructed in the Lot; (iii) the business activity does not involve customers, contractors, clients, or the general public visiting the residence to conduct activities related to the business; (iv) the existence or operation of the business activity is not apparent or detectable by sight, i.e., no sign may be erected advertising the business on any Lot, sound, or smell from outside the residence; (v) the business activity does not involve door-to-door solicitation of

tectable by sight, i.e., no sign may be erected advertising the business on any Lot, sound, or smell from outside the residence; (v) the business activity does not involve door-to-door solicitation of residents within the Property; (vi) the business does not, in the Board's judgment, generate a level of vehicular or pedestrian traffic or a number of vehicles parked within the Property which is noticeably greater than that which is typical of residences in which no business activity is being conducted; (vii) the business activity is consistent with the residential character of the Property and does not constitute a nuisance, or a hazardous or offensive use, or threaten the security or safety of other residents of the Property as may be determined in the sole discretion of the Board; and (viii) the business does not require the installation of any machinery other than that customary to normal household operations. In addition, for the purpose of obtaining any business or commercial license, neither the residence nor Lot will be considered open to the public. The terms "business" and "trade", as used in this provision, shall be construed to have their ordinary, generally accepted meanings and shall include, without limitation, any occupation, work, or activity undertaken on an ongoing basis which involves the provision of goods or services to persons other than the provider's family and for which the provider receives a fee, compensation, or other form of consideration, regardless of whether: (a) such activity is engaged in full or part-time; (b) such activity is intended to or does generate a profit; or (c) a license is required.

Leasing of a residence shall not be considered a business or trade within the meaning of

in full or part-time; (b) such activity is intended to or does generate a profit; or (c) a license is required.

Leasing of a residence shall not be considered a business or trade within the meaning of this subsection. This subsection shall not apply to any activity conducted by the Declarant or a Homebuilder.

Notwithstanding any provision in this Declaration to the contrary, until the expiration or termination of the Development Period: (i) Declarant and/or its licensees may construct and maintain upon portions of the Common Area, any Lot, or portion of the Property owned by the Declarant, such facilities and may conduct such activities which, in Declarant's sole opinion, may be reasonably required, convenient, or incidental to the construction or sale of single family residences constructed upon the Lots, including, but not limited to, business offices, signs, model homes, and sales offices. Declarant and/or its licensees shall have an easement over and across the Common Area for access and use of such facilities at no charge; and (ii) Declarant and/or its licensees will have an access easement over and across the Common Area for the purpose of making, constructing and installing Improvements upon the Common Area.

8 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 14 of 105 2.4 Subdividing. No Lot shall be further divided or subdivided, nor may any easements or other interests therein less than the whole be conveyed by the Owner thereof without the prior written approval of the ACC; provided, however, that when Declarant is the Owner thereof, Declarant may further divide and subdivide any Lot and convey any easements or other interests less than the whole, all without the approval of the ACC.

2.5

, that when Declarant is the Owner thereof, Declarant may further divide and subdivide any Lot and convey any easements or other interests less than the whole, all without the approval of the ACC.

2.5 Hazardous Activities. No activities may be conducted on or within the Property and no Improvements may be constructed on or within any portion of the Property which, in the opinion of the Board, are or might be unsafe or hazardous to any person or property.

Without limiting the generality of the foregoing, no firearms or fireworks may be discharged upon any portion of the Property unless discharged in conjunction with an event approved in advance by the Board and no open fires may be lighted or permitted except within safe and well-designed fireplaces or in contained barbecue units while attended and in use for cooking purposes. No portion of the Property may be used for the takeoff, storage, or landing of aircraft (including, without limitation, helicopters) except for medical emergencies.

2.6 Insurance Rates. Nothing shall be done or kept on the Property which would increase the rate of casualty or liability insurance or cause the cancellation of any such insurance on the Common Area, or the Improvements located thereon, without the prior written approval of the Board.

2.7 Mining and Drilling. Unless otherwise provided in Section 9.17, no portion of the Property may be used for the purpose of mining, quarrying, drilling, boring, or exploring for or removing oil, gas, or other hydrocarbons, minerals of any kind, rocks, stones, sand, gravel, aggregate, or earth. This provision will not be construed to prevent the excavation of rocks, stones, sand, gravel, aggregate, or earth or the storage of such material for use as fill

s, sand, gravel, aggregate, or earth. This provision will not be construed to prevent the excavation of rocks, stones, sand, gravel, aggregate, or earth or the storage of such material for use as fill provided that such activities are conducted in conjunction with the construction of Improvements and/or the development of the Property by the Declarant. Furthermore, this provision will not be interpreted to prevent the drilling of water wells by the Declarant or otherwise approved in advance by the ACC which are required to provide water to all or any portion of the Property. All water wells must also be approved in advance by any applicable regulatory authority.

2.8 Noise. No noise or other nuisance shall be permitted to exist or operate upon any portion of the Property so as to be offensive or detrimental to any other portion of the Property or to its Residents.

2.9 Animals – Household Pets. No animals, including pigs, hogs, swine, poultry, fowl, wild animals, horses, cattle, sheep, goats, or any other type of animal not considered to be a domestic household pet within the ordinary meaning and interpretation of such words may be kept, maintained, or cared for on or within the Property (as used in this paragraph, the term "domestic household pet" shall not mean or include non-traditional pets such pot-bellied pigs, miniature horses, exotic snakes or lizards, monkeys, chickens or other exotic animals). The 9 4843-8779-6475v.6 63188-5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 15 of 105 Board may determine, in its sole discretion, whether a particular pet is a domestic household pet within the ordinary meaning and interpretation of such words. No Owner may keep on

8709 Page 15 of 105 Board may determine, in its sole discretion, whether a particular pet is a domestic household pet within the ordinary meaning and interpretation of such words. No Owner may keep on such Owner's Lot more than three (3) cats and dogs, in the aggregate. No animal may be allowed to make an unreasonable amount of noise, or to become a nuisance, and no domestic pets will be allowed on the Property other than within the Owner's residence, or the fenced yard space associated therewith, unless confined to a leash. The Association may restrict pets to certain areas on the Property. No animal may be stabled, maintained, kept, cared for, or boarded for hire or remuneration on the Property, and no kennels or breeding operation will be allowed. No animal may be allowed to run at large, and all animals must be kept within enclosed areas which must be clean, sanitary, and reasonably free of refuse, insects, and waste at all times. No pet may be left unattended on porches, in unfenced portions of yards, or other unfenced outside area. All pet waste will be removed and appropriately disposed of by the owner of the pet. All pets must be registered, licensed and inoculated as required by Applicable Law. If the Board determines, in its sole discretion, that a pet becomes a source of unreasonable annoyance to others, or the owner of the pet fails or refuses to comply with these restrictions, the Owner, upon written notice, may be required to remove the pet from the Property. Further, no animal kept, maintained, or cared for on or within the Property may be noxious, offensive, vicious or dangerous, as determined by the Board in its sole and absolute discretion. The Board, in its sole and absolute discretion, may require documented observations of vicious or

ious, offensive, vicious or dangerous, as determined by the Board in its sole and absolute discretion. The Board, in its sole and absolute discretion, may require documented observations of vicious or dangerous conduct. In the event an animal attacks a person or other animal on the Property, such an attack shall (i) be deemed a threat to public health or safety and an "uncurable" violation as defined in Texas Property Code Section 209.006; and (ii) constitute a violation of this Declaration and may subject the Owner to fines and penalties, including, without limitation, the imposition of conditions on the animal remaining on the Property or the permanent removal of the animal from the Property.

2.10 Rubbish and Debris. As determined by the Board, no rubbish or debris of any kind may be placed or permitted to accumulate on or within the Property, and no odors will be permitted to arise therefrom so as to render all or any portion of the Property unsanitary, unsightly, offensive, or detrimental to any other property or Residents. Refuse, garbage, and trash must be kept at all times in covered containers, and such containers must be kept within enclosed structures or appropriately screened from view. Each Owner will contract with an independent disposal service to collect all garbage or other wastes, if such service is not provided by a governmental entity or the Association.

2.11 Maintenance. The Owners of each Lot shall jointly and severally have the duty and responsibility, at their sole cost and expense, to keep their Lot and all Improvements thereon in good condition and repair and in a well-maintained, safe, clean and attractive condition at all times. The Board, in its sole discretion, shall determine whether a violation of

Improvements thereon in good condition and repair and in a well-maintained, safe, clean and attractive condition at all times. The Board, in its sole discretion, shall determine whether a violation of the maintenance obligations set forth in this Section 2.11 has occurred. Such maintenance includes, but is not limited to the following, which shall be performed in a timely manner, as determined by the Board, in its sole discretion: 4843-8779-6475v.6 63188-5 10 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 16 of 105 (i) Prompt removal of all litter, trash, refuse, and wastes.

(ii) Lawn mowing and edging.

(iii) Tree and shrub pruning.

(iv) Replacement of dead trees and other dead landscaping.

(v) Watering.

(vi) order.

Keeping exterior lighting and mechanical facilities in working (vii) Keeping lawn and garden areas alive, free of weeds, and attractive.

(viii) Keeping planting beds free of turf grass.

(ix) Keeping sidewalks, curbs, walkways, alleys and driveways in good repair.

(x) Complying with Applicable Law.

(xi) Repainting of Improvements.

2.12 (xii) Repair of exterior damage, and wear and tear to Improvements.

Association's Maintenance Right. The Board shall have the right, but not the duty, to designate portions of Lots (including the exterior of single-family residences thereon), for maintenance by the Association at the Lot Owner's expense. The designation by the Board may be based on circumstantial categories, such as vacant lots, unoccupied residences, or on the Association's experience with a particular Owner or category of Owners.

The type of maintenance designated by the Board for performance by the Association is not required to be uniform for all designated lots, and may change from time to time, as determined in the Board's

The type of maintenance designated by the Board for performance by the Association is not required to be uniform for all designated lots, and may change from time to time, as determined in the Board's sole discretion. The Board's designation may be based on several considerations, including but not limited to, the Board's reasonable belief that an Owner is not able or willing to maintain his or her Lot in accordance with the requirements set forth in this Declaration. The Board, in its sole discretion, shall determine all aspects of the maintenance to be performed by the Association pursuant to a designation contemplated by this Section 2.12, including, but not limited to, the scope, quality, quantity, frequency, timing, cost and the performer. The full cost of all expenses incurred pursuant to this Section 2.12 to maintain, repair or replace an Owner's Lot shall be an Individual Assessment against such Owner's Lot, secured by a lien against such Owner's Lot and collectable in the same manner as provided in Section 6.10 of this Declaration.

In the event of any conflict between the terms and provisions of this Section 2.12, if any, and the 4843-8779-6475v.6 63188-5 11 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 17 of 105 terms and provisions of any of the Restrictions, the terms and provisions of this Section 2.12 will control.

2.13 Street Landscape Area-Owner's Obligation to Maintain Landscaping. Each Owner will be responsible, at such Owner's sole cost and expense, for maintaining mowing, replacing, pruning, and irrigating the landscaping between the boundary of such Owner's Lot and the curb of any adjacent right-of-way, street or alley (the "ST Landscape Area") unless the

ning mowing, replacing, pruning, and irrigating the landscaping between the boundary of such Owner's Lot and the curb of any adjacent right-of-way, street or alley (the "ST Landscape Area") unless the responsibility for maintaining the ST Landscape Area is performed by the Association and/or the City. If the maintenance of any ST Landscape Area is the responsibility of the City, and the City fails to properly maintain the ST Landscape Area, as determined in the sole and absolute discretion of the Board, the Association, if allowed by Applicable Law, may have the responsibility for maintaining such ST Landscape Area and the costs incurred, or estimated to be incurred, by the Association shall be discharged through Assessments.

2.14 Antennas. Except as expressly provided below, no exterior radio or television antennas or aerial or satellite dish or disc, shall be erected, maintained or placed on a Lot without the prior written approval of the ACC; provided, however, that: (i) an antenna designed to receive direct broadcast services, including direct-to-home satellite services, that is one meter or less in diameter; or (ii) an antenna designed to receive video programming services via multipoint distribution services, including multi-channel multipoint distribution services, instructional television fixed services, and local multipoint distribution services, that is one meter or less in diameter or diagonal measurement; or (iii) an antenna that is designed to receive television or radio broadcast signals; (collectively, (i) through (iii) are referred to herein as the "Permitted Antennas") will be permitted subject to reasonable requirements as to location and screening as may be set forth in

t signals; (collectively, (i) through (iii) are referred to herein as the "Permitted Antennas") will be permitted subject to reasonable requirements as to location and screening as may be set forth in rules adopted by the ACC, consistent with Applicable Law, in order to minimize obtrusiveness as viewed from streets and adjacent property. Declarant and/or the Association will have the right, but not the obligation, to erect an aerial, satellite dish, or other apparatus for a master antenna, cable, or other communication system for the benefit of all or any portion of the Property.

2.15 Location of Permitted Antennas. A Permitted Antenna may be installed solely on the Owner's Lot and shall not encroach upon any street, Common Area, or any other portion of the Property. A Permitted Antenna shall be installed in a location on the Lot from which an acceptable quality signal can be obtained and where least visible from the street and the Property, other than the Lot. In order of preference, the locations of a Permitted Antenna which will be considered least visible by the ACC are as follows: 4843-8779-6475v.6 63188-5 12 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 18 of 105 (i) Attached to the back of the principal single-family residence constructed on the Lot, with no part of the Permitted Antenna any higher than the roof fascia, soffit, or bargeboard and screened from view of adjacent Lots and the street; then (ii) Attached to the side of the principal single-family residence constructed on the Lot, with no part of the Permitted Antenna any higher than the roof fascia, soffit, or bargeboard and screened from view of adjacent Lots and the street.

The ACC may, from time to time, modify, amend, or supplement the rules regarding

Antenna any higher than the roof fascia, soffit, or bargeboard and screened from view of adjacent Lots and the street.

The ACC may, from time to time, modify, amend, or supplement the rules regarding installation and placement of Permitted Antennas.

Satellite dishes one meter or less in diameter, e.g., DirecTV or Dish satellite dishes, are permitted, HOWEVER, you are required to comply with the rules regarding installation and placement. These rules may be modified by the ACC from time to time. Please contact the ACC for the current rules regarding installation and placement.

2.16 Signs. Unless otherwise prohibited by Applicable Law, no sign of any kind may be displayed to the public view on any Lot without the prior written approval of the ACC, except for: signs which are expressly permitted pursuant to the Design Guidelines or Rules and Regulations; (ii) signs which are part of Declarant or Homebuilder's overall marketing, sale, or construction plans or activities for the Property; (iii) one (1) temporary "For Sale" sign placed on the Lot. The sign must be professionally made and shall be limited to a maximum face area of five (5) square feet on each visible side and, if free standing, is mounted on a single or frame post. The overall height of the sign from the finished grade of the Lot at the spot where the sign is located may not exceed four (4) feet. The sign must be removed within two (2) business days following the sale of the Lot; (iv) candidate or measure signs may be erected provided the sign: (a) is erected no earlier than the ninetieth (90th) day before the date of the election to which the sign relates; (b) is removed no later than the tenth (10th) day after the date of the election to which the sign relates; and (c) is ground-mounted. Only

y before the date of the election to which the sign relates; (b) is removed no later than the tenth (10th) day after the date of the election to which the sign relates; and (c) is ground-mounted. Only one sign may be erected for each candidate or measure. In addition, signs which include any of the components or characteristics described in Section 259.002(d) of the Texas Election Code are prohibited; 13 4843-8779-6475v.6 63188-5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 19 of 105 (v) a maximum of two (2) school or youth affiliated signs shall be permitted, provided the sign(s): (a) is located in the landscaping bed of the front yard and blends in with the existing landscaping; (b) is no larger than 36" x 42" and does not exceed five feet (5') in height above natural ground; (c) is constructed of wood, plastic or metal and are not flags or banners, as determined in the sole and absolute discretion of the Board; (d) is kept in good condition and repair, as determined in the sole and absolute discretion of the Board; (e) does not cause embarrassment, discomfort and/or annoyance to other Owners, as determined in the sole and absolute discretion of the Board; and (f) does not contain any telephone numbers or commercial advertisements; (vi) permits as may be required by legal proceedings; (vii) (viii) permits as may be required by any governmental entity; and a "no soliciting" and "security warning" sign near or on the front door of the residence, provided, that the sign may not exceed twenty-five (25) square inches.

For Lease and For Rent signs are expressly prohibited.

2.17 Flags - Approval Requirements. An Owner is permitted to display the flag of

ed, that the sign may not exceed twenty-five (25) square inches.

For Lease and For Rent signs are expressly prohibited.

2.17 Flags - Approval Requirements. An Owner is permitted to display the flag of the United States of America, the flag of the State of Texas, an official or replica flag of any branch of the United States armed forces, or one (1) flag with official insignia of a college or university ("Permitted Flag”) and is permitted to install a flagpole no more than five feet (5′) in length affixed to the front of a residence near the principal entry or affixed to the rear of a residence ("Permitted Flagpole”). Only two (2) Permitted Flagpoles are allowed per residence.

A Permitted Flag or Permitted Flagpole need not be approved in advance by the ACC.

Approval by the ACC is required prior to installing vertical freestanding flagpoles installed in the front or back yard area of any Lot ("Freestanding Flagpole”).

2.18 Flags Installation and Display. Unless otherwise approved in advance and in writing by the ACC, Permitted Flags, Permitted Flagpoles and Freestanding Flagpoles, installed in accordance with the Flagpole Application, must comply with the following: (i) No more than one (1) Freestanding Flagpole OR no more than two (2) Permitted Flagpoles are permitted per Lot, on which only Permitted Flags may be displayed; (ii) Any Permitted Flagpole must be no longer than five feet (5′) in length and any Freestanding Flagpole must be no more than twenty feet (20') in height; 14 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 20 of 105 2.19 (iii) Any Permitted Flag displayed on either a Permitted Flagpole or a Freestanding Flagpole may not be more than three feet in height by five feet in width (3'x5'); (iv)

021068709 Page 20 of 105 2.19 (iii) Any Permitted Flag displayed on either a Permitted Flagpole or a Freestanding Flagpole may not be more than three feet in height by five feet in width (3'x5'); (iv) With the exception of flags displayed on Common Area or any Lot which is being used for marketing purposes by the Declarant or a Homebuilder, the flag of the United States of America must be displayed in accordance with 4 U.S.C. Sections 5-10 and the flag of the State of Texas must be displayed in accordance with Chapter 3100 of the Texas Government Code; (v) The display of a Permitted Flag, or the location and construction of a Permitted Flagpole or Freestanding Flagpole must comply with all Applicable Law, easements and setbacks of record; (vi) Each Permitted Flagpole and Freestanding Flagpole must be constructed of permanent, long-lasting materials, with a finish appropriate to the materials used in the construction thereof and harmonious with the residence; (vii) Any Permitted Flag, Permitted Flagpole, and Freestanding Flagpole must be maintained in good condition and any deteriorated Permitted Flag or deteriorated or structurally unsafe Permitted Flagpole or Freestanding Flagpole must be repaired, replaced or removed; (viii) A Permitted Flag may be illuminated by no more than one (1) halogen landscaping light of low beam intensity which shall not be aimed towards or directly affect any neighboring Lot; and (ix) Any external halyard of a Permitted Flagpole or Freestanding Flagpole must be secured so as to reduce or eliminate noise from flapping against the metal of the Permitted Flagpole or Freestanding Flagpole.

Tanks. The ACC must approve any tank used or proposed in connection with a

ecured so as to reduce or eliminate noise from flapping against the metal of the Permitted Flagpole or Freestanding Flagpole.

Tanks. The ACC must approve any tank used or proposed in connection with a residence, including tanks for storage of fuel, water, oil, or liquid petroleum gas (LPG), and including swimming pool filter tanks. No elevated tanks of any kind may be erected, placed or permitted on any Lot without the advance written approval of the ACC. All permitted tanks must be screened from view in accordance with a screening plan approved in advance by the ACC. This provision will not apply to a tank used to operate a standard residential gas grill.

2.20 Temporary Structures. No tent, shack, or other temporary building, Improvement, or structure shall be placed upon the Property without the prior written approval of the ACC; provided, however, that temporary structures necessary for storage of tools and equipment, and for office space for Declarant, Homebuilders, architects, and foremen during actual construction may be maintained with the prior approval of Declarant (unless placed by the Declarant), approval to include the nature, size, duration, and location of such structure.

15 4843-8779-6475v.6 63188-5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 21 of 105 2.21 Outside Storage Buildings. Outside storage buildings located in a fenced rear yard of a Lot are allowed with the prior written approval of the ACC. One (1) permanent storage building will be permitted if: (i) the surface area of the pad on which the storage building is constructed is no more than one hundred (100) square feet; (ii) the height of the storage building, measured from the surface of the Lot to the peak of the roof of the storage

the storage building is constructed is no more than one hundred (100) square feet; (ii) the height of the storage building, measured from the surface of the Lot to the peak of the roof of the storage building, is no more than eight (8) feet; (iii) the exterior of the storage building is constructed of the same or substantially similar materials and of the same color as the principal residential structure constructed on the Lot; (iv) the roof of the storage building is the same material and color as the roof of the principal residential structure constructed on the Lot; (v) the storage building is constructed within all applicable building setbacks; and (vi) the storage building is screened from view of the street. No storage building may be used for habitation.

2.22 Unsightly Articles. No article deemed to be unsightly by the Board will be permitted to remain on any Lot so as to be visible from adjoining property or from public or private thoroughfares. Without limiting the generality of the foregoing, trailers, graders, trucks other than pickups, boats, tractors, campers, wagons, buses, motorcycles, motor scooters, all-terrain vehicles and garden maintenance equipment shall be kept at all times except when in actual use, in enclosed structures or screened from view and no repair or maintenance work shall be done on any of the foregoing, or on any automobile (other than minor emergency repairs), except in enclosed garages or other structures. Service areas, storage areas, compost piles and facilities for hanging, drying or airing clothing or household fabrics shall be appropriately screened from view, and no lumber, grass, plant waste, shrub or tree clippings, metals, bulk materials, scrap, refuse or trash shall be kept, stored, or allowed to accumulate on

shall be appropriately screened from view, and no lumber, grass, plant waste, shrub or tree clippings, metals, bulk materials, scrap, refuse or trash shall be kept, stored, or allowed to accumulate on any portion of the Property except within enclosed structures or appropriately screened from view. No (i) racing vehicles; or (ii) other vehicles (including, without limitation, motorcycles or motor scooters) which are inoperable or do not have a current license tag shall be permitted to remain visible on any Lot or to be parked on any roadway within the Property or Common Area.

2.23 Mobile Homes, Travel Trailers and Recreational Vehicles. No mobile homes, travel trailers or recreational vehicles shall be parked or placed on any street right of way, Lot (except enclosed within a garage), or used as a residence, either temporary or permanent, at any time.

2.24 Basketball Goals; Permanent and Portable. Permanent basketball goals are permitted in the front of the residence on a Lot provided the basketball goal is located at least ten feet (10') away from the street curb. Permanent basketball goals are not permitted in any street right-of-way. The basketball goal backboard must be perpendicular to the street and mounted on a metal pole permanently installed in the ground. Portable basketball goals are permitted but must be stored in the rear of the Lot or inside the garage when not in use.

Portable basketball goals are not permitted in any street right-of-way. Basketball goals must be properly maintained and painted, with the net in good repair.

4843-8779-6475v.6 63188-5 16 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 22 of 105 2.25 Compliance with Restrictions. Each Owner, his or her family, Residents of a

.

4843-8779-6475v.6 63188-5 16 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 22 of 105 2.25 Compliance with Restrictions. Each Owner, his or her family, Residents of a Lot, tenants, and the guests, invitees, and licensees of the preceding shall comply strictly with the provisions of the Restrictions as the same may be amended from time to time. Failure to comply with any of the Restrictions shall constitute a violation of the Restrictions and may result in a fine against the Owner in accordance with Section 6.12 of this Declaration, and shall give rise to a cause of action to recover sums due for damages or injunctive relief, or both, maintainable by the Declarant, the Board on behalf of the Association, the ACC, or by an aggrieved Owner. The result of every act or omission that violates any provision of the Restrictions is a nuisance, and any remedy allowed by law against a nuisance, either public or private, is applicable against the violation. Without limiting any rights or powers of the Association, the Board may (but shall not be obligated to) remedy or attempt to remedy any violation of any of the provisions of the Restrictions, and the Owner whose violation has been so remedied shall be personally liable to the Association for all costs and expenses of effecting (or attempting to effect) such remedy. If such Owner fails to pay such costs and expenses upon demand by the Association, such costs and expenses (plus interest from the date of demand until paid at the maximum lawful rate, or if there is no such maximum lawful rate, at the rate of one and one-half percent (1-1/2%) per month) shall be assessed against and chargeable to the Owner's Lot(s). Any such amounts assessed and chargeable against a Lot shall be secured by

, at the rate of one and one-half percent (1-1/2%) per month) shall be assessed against and chargeable to the Owner's Lot(s). Any such amounts assessed and chargeable against a Lot shall be secured by the liens reserved in this Declaration for Assessments and may be collected by any means provided in this Declaration for the collection of Assessments, including, but not limited to, foreclosure of such liens against the Owner's Lot(s). Each such Owner shall release and hold harmless the Association and its officers, directors, employees and agents from any cost, loss, damage, expense, liability, claim or cause of action incurred or that may arise by reason of the Association's acts or activities under this Section 2.25 (including any cost, loss, damage, expense, liability, claim or cause of action arising out of the Association's negligence in connection therewith), except for such cost, loss, damage, expense, liability, claim or cause of action arising by reason of the Association's gross negligence or willful misconduct. “Gross negligence" as used herein does not include simple negligence, contributory negligence or similar negligence short of actual gross negligence.

2.26 Liability of Owners for Damage to Common Area. No Owner shall in any way alter, modify, add to or otherwise perform any work upon the Common Area without the prior written approval of the Board and the Declarant during the Development Period. Each Owner shall be liable to the Association for any and all damages to: (i) the Common Area and any Improvements constructed thereon; or (ii) any Improvements constructed on any Lot, the maintenance of which has been assumed by the Association, which damages were caused by

i) the Common Area and any Improvements constructed thereon; or (ii) any Improvements constructed on any Lot, the maintenance of which has been assumed by the Association, which damages were caused by the neglect, misuse or negligence of such Owner or Owner's family, or by any tenant or other Resident of such Owner's Lot, or any guest or invitee of such Owner or Resident. The full cost of all repairs of such damage shall be an Individual Assessment against such Owner's Lot, secured by a lien against such Owner's Lot and collectable in the same manner as provided in Section 6.10 of this Declaration.

4843-8779-6475v.6 63188-5 17 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 23 of 105 2.27 No Warranty of Enforceability. Declarant makes no warranty or representation as to the present or future validity or enforceability of the Restrictions. Any Owner acquiring a Lot in reliance on one or more of the Restrictions shall assume all risks of the validity and enforceability thereof and, by acquiring the Lot, agrees to hold Declarant harmless therefrom.

2.28 Party Wall Fences and Walls. A fence, wall or shared driveway located on or near the dividing line between two (2) Lots and intended to benefit both Lots constitutes a "Party Wall" and, to the extent not inconsistent with the provisions of this Section 2.28, is subject to the general rules of law regarding party walls and liability for property damage due to negligence, willful acts, or omissions.

2.28.1 Encroachments & Easement. If the Party Wall is on one Lot due to an error in construction, the Party Wall is nevertheless deemed to be on the dividing line for purposes of this Section 2.28. Each Lot sharing a Party Wall is subject to an easement for the

Lot due to an error in construction, the Party Wall is nevertheless deemed to be on the dividing line for purposes of this Section 2.28. Each Lot sharing a Party Wall is subject to an easement for the existence and continuance of any encroachment by the Party Wall as a result of construction, repair, shifting, settlement, or movement in any portion of the Party Wall, so that the encroachment may remain undisturbed as long as the Party Wall stands. Each Lot is subject to a reciprocal easement for the maintenance, repair, replacement, or reconstruction of the Party Wall.

2.28.2 Right to Repair. If the Party Wall is damaged or destroyed from any cause, the Owner of either Lot may repair or rebuild the Party Wall to its previous condition, and the Owners of both Lots, their successors and assigns, have the right to the full use of the repaired or rebuilt Party Wall. No Party Wall may be constructed, repaired, or rebuilt without the advance written approval of the ACC in accordance with Article 7 of this Declaration.

2.28.3 Maintenance Costs. The Owners of the adjoining Lots share equally the costs of repair, reconstruction, or replacement of the Party Wall, subject to the right of one Owner to call for larger contribution from the other under any rule of law regarding liability for negligence or willful acts or omissions. If an Owner is solely responsible for damage to or destruction of the Party Wall, that Owner will bear the entire cost of repair, reconstruction, or replacement. If an Owner fails or refuses to pay his share of costs of repair or replacement of the Party Wall, the Owner advancing monies has a right to file a claim of lien for the monies advanced in the Official Public Records of Brazoria County, Texas, and has

sts of repair or replacement of the Party Wall, the Owner advancing monies has a right to file a claim of lien for the monies advanced in the Official Public Records of Brazoria County, Texas, and has the right to foreclose the lien as if it were a mechanic's lien. The right of an Owner to require contribution from another Owner under this Section 2.28 is appurtenant to the Lot and passes to the Owner's successors in title.

2.28.4 Alterations. The Owner of a Lot sharing a Party Wall may not cut openings in the Party Wall or alter or change the Party Wall in any manner that affects the use, condition, or appearance of the Party Wall to the adjoining Lot. The Party Wall will always remain in the same location as when erected unless otherwise approved by the Owner of each Lot sharing the Party Wall and the ACC.

4843-8779-6475v.6 63188-5 18 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 24 of 105 2.28.5 Dispute Resolution. In the event of any dispute arising concerning a Party Wall, or under the provisions of this Section 2.28 (the "Dispute"), the parties shall submit the Dispute to mediation. Should the parties be unable to agree on a mediator within ten (10) days after written request therefore by the Board, the Board shall appoint a mediator. If the Dispute is not resolved by mediation, the Dispute shall be resolved by binding arbitration.

Either party may initiate the arbitration. Should the parties be unable to agree on an arbitrator within ten (10) days after written request therefore by the Board, the Board shall appoint an arbitrator. The decision of the arbitrator shall be binding upon the parties and shall be in lieu of any right of legal action that either party may have against the other. In the event an Owner

nt an arbitrator. The decision of the arbitrator shall be binding upon the parties and shall be in lieu of any right of legal action that either party may have against the other. In the event an Owner fails to properly and on a timely basis (both standards to be determined by the Board in the Board's sole and absolute discretion) implement the decision of the mediator or arbitrator, as applicable, the Board may implement said mediator's or arbitrator's decision, as applicable. If the Board implements the mediator's or arbitrator's decision on behalf of an Owner, the Owner otherwise responsible therefor will be personally liable to the Association for all costs and expenses incurred by the Association in conjunction therewith. If such Owner fails to pay such costs and expenses upon demand by the Association, such costs and expenses (plus interest from the date of demand until paid at the maximum lawful rate, or if there is no such maximum lawful rate, at the rate of one and one-half percent (1½%) per month) will be assessed against and chargeable to the Owner's Lot(s). Any such amounts assessed and chargeable against a Lot hereunder will be secured by the liens reserved in this Declaration for Assessments and may be collected by any means provided in this Declaration for the collection of Assessments, including, but not limited to, foreclosure of such liens against the Owner's Lot(s).

2.29 Playscapes and Sports Courts. Playscapes and sport courts are permissible at the sole discretion of the ACC. If allowed, these facilities must be properly sited and screened so as to minimize the visual and audio impact of the facility on adjacent properties. Sport Courts may not be lighted or enclosed with netting. Tennis courts are not permitted.

2.30

sited and screened so as to minimize the visual and audio impact of the facility on adjacent properties. Sport Courts may not be lighted or enclosed with netting. Tennis courts are not permitted.

2.30 Decorations and Lighting. No decorative appurtenances such as sculptures, birdbaths and birdhouses, fountains, or other decorative embellishments shall be placed on the residence or on the front yard or on any other portion of a Lot which is visible from any street, unless such specific items have been approved in writing by the ACC. Customary seasonal decorations for holidays are permitted without approval by the ACC but shall be removed within thirty (30) days of the applicable holiday. Outside lighting fixtures shall be placed so as to illuminate only the yard of the applicable Lot and so as not to affect or reflect into surrounding residences or yards. No mercury vapor, sodium or halogen light shall be installed on any Lot which is visible from any street unless otherwise approved by the ACC.

2.31 Exterior Window Air Conditioning Units. No exterior window air conditioning units are permitted on any Lot without the advance written approval of the ACC.

2.32 Window Treatments. An Owner may install window treatments inside the residence constructed on his or her Lot, provided that the window treatments, including 4843-8779-6475v.6 63188-5 19 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 25 of 105 drapes, blinds, shades or shutters, must appear to be (i) clear, (ii) white, (iii) near-white light neutral; or (iv) light wood tone when viewed from adjacent property. The use of newspaper, bed sheets, tablecloths, or other obviously non-drapery fabrics, aluminum foil, and reflective materials as window treatments are expressly prohibited.

ed from adjacent property. The use of newspaper, bed sheets, tablecloths, or other obviously non-drapery fabrics, aluminum foil, and reflective materials as window treatments are expressly prohibited.

2.33 Shared Mailboxes. Several mailbox kiosks (the "Shared Mailboxes") have been or will be installed by Declarant to serve the Owners. Such Shared Mailboxes are hereby designated as Common Area, and the Association shall maintain the Shared Mailboxes in good condition and repair in accordance with United States Postal Service requirements. The costs incurred, or estimated to be incurred, by the Association for maintenance of the Shared Mailboxes shall be discharged through Assessments. Notwithstanding the foregoing, individual Owners are required to replace the locks and/or keys as needed and are responsible for the cost associated therewith.

2.34 PUD Requirements. The Property is subject to the terms and provisions of the PUD, as the same may be amended and modified from time to time, the terms of which may override certain zoning requirements and City ordinances which might otherwise be applicable to the Property. The PUD may be subject to future modifications or additions from time to time. The PUD may include certain development requirements, including but not limited to Lot limitations, minimum setbacks, flag lot requirements, exterior finish, garage door treatment, street tree requirements, residential architectural standards, signage, lighting, parks, and landscaping standards. All Owners are encouraged to review the PUD prior to any construction or modifications of Improvements on the Property.

3.1 ARTICLE 3 CONSTRUCTION RESTRICTIONS Approval for Construction. Unless prosecuted by the Declarant, no

to review the PUD prior to any construction or modifications of Improvements on the Property.

3.1 ARTICLE 3 CONSTRUCTION RESTRICTIONS Approval for Construction. Unless prosecuted by the Declarant, no Improvements shall be constructed upon any Lot without the prior written approval of the ACC in accordance with Article 7 of this Declaration.

3.2 Rentals. Nothing in this Declaration shall prevent the rental of any Lot and the Improvements thereon by the Owner thereof for residential purposes; provided that all rentals must be for terms of at least twelve (12) months. All leases shall be in writing. The Owner must provide to its lessee copies of the Restrictions and shall notify its lessee of any changes or additions thereto. Notice of any lease, together with such additional information as may be required by the Board, will be remitted to the Association by the Owner on or before the expiration of ten (10) days after the effective date of the lease. Notwithstanding the foregoing, Declarant and its affiliates shall be exempt from the rental restrictions contained in this Section 3.2, and this Section 3.2 may not be amended or modified without Declarant's written and acknowledged consent.

4843-8779-6475v.6 63188-5 20 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 26 of 105 3.3 Fences; Sidewalks. All fences and walls shall comply with all Applicable Law.

Unless otherwise approved by the ACC, no fence, wall or hedge will be erected or maintained on any Lot nearer to the street than the front elevation of the residence constructed on the Lot, except for fences erected in conjunction with the model homes or sales offices. The ACC will have the sole discretion to determine the front elevation of the residence for the purpose of this

the Lot, except for fences erected in conjunction with the model homes or sales offices. The ACC will have the sole discretion to determine the front elevation of the residence for the purpose of this Section 3.3. No chain-link, metal, vinyl or agricultural fences may be installed or maintained on a Lot, except by Declarant. Unless otherwise approved by the ACC, required by Applicable Law or installed by Declarant, no fence shall be less than six feet (6′) in height or be greater than eight feet (8') in height. If required by the Plat, the Owner of each Lot shall construct, at such Owner's sole cost and expense and prior to occupying any Improvement, a sidewalk on such Owner's Lot, located and designed in conformance with the Plat. Each Owner must maintain all fences on such Owner's Lot in good condition, including but not limited to periodically re-staining all fences on such Owner's Lot using stain substantially similar to the stain applied to the fences as originally constructed (if any), as determined by the ACC. Any broken pickets, fallen or leaning panels must be repaired or replaced. In the event that a fence on an Owner's Lot is replaced, the Owner is responsible for staining the new fence with stain substantially similar to the stain applied to the fences as original constructed (if any), as determined by the ACC. All fences that are Party Walls shall be subject to Section 2.28 of this Declaration.

Notwithstanding the foregoing, the Association shall be responsible for the maintenance, replacement and repair of any portion of wall or fencing which sits along the boundary line between a Lot and Common Area, and the costs incurred, or estimated to be incurred, by the Association shall be discharged through Assessments.

3.4

f wall or fencing which sits along the boundary line between a Lot and Common Area, and the costs incurred, or estimated to be incurred, by the Association shall be discharged through Assessments.

3.4 Trash Containers. Trash containers and recycling bins must be stored inside the garage of the single-family residence constructed on the Lot or in such a manner that the trash container and recycling bin is not visible from any street, alley, or adjacent Lot. The Board shall have the right to specify additional locations on each Owner's Lot in which trash containers or recycling bins must be stored. Notwithstanding the foregoing, trash containers and recycling bins may be placed at the curb for pick-up no earlier than 6:00 p.m. the night before the scheduled pick-up date and no later than 8:00 p.m. on the day of the scheduled pick-up.

3.5 Drainage. There shall be no interference with the established drainage patterns over any of the Property, including the Lots, except by Declarant, unless adequate provision is made for proper drainage and such provision is approved in advance by the ACC. Specifically, and not by way of limitation, no Improvement, including landscaping, may be installed which impedes the proper drainage of water between Lots.

3.6 Construction Activities. The Restrictions will not be construed or applied so as to unreasonably interfere with or prevent normal construction activities during the construction of Improvements by the Declarant or a Homebuilder upon or within the Property. Specifically, no such construction activities will be deemed to constitute a nuisance or a violation of the Restrictions by reason of noise, dust, presence of vehicles or construction machinery, posting of

fically, no such construction activities will be deemed to constitute a nuisance or a violation of the Restrictions by reason of noise, dust, presence of vehicles or construction machinery, posting of signs or similar activities, provided that such construction is pursued to completion with 21 4843-8779-6475v.6 63188-5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 27 of 105 reasonable diligence and conforms to usual construction practices in the area. If during the course of construction upon any Lot there is excessive accumulation of debris of any kind which would render the Lot or any portion thereof unsanitary, unsightly, offensive, or detrimental to it or any other portion of the Property, then the ACC may contract for or cause such debris to be removed, and the Owner of the Lot will be liable for all reasonable expenses incurred in connection therewith.

3.7 Roofing. The roofs of all buildings shall be approved by the ACC unless the Owner is replacing the roof with the same materials and color. Roofs of buildings may be constructed with “Energy Efficient Roofing" with the advance written approval of the ACC.

For the purpose of this Section 3.7, "Energy Efficient Roofing” means shingles that are designed primarily to: (i) be wind and hail resistant; (ii) provide heating and cooling efficiencies greater than those provided by customary composite shingles; or (iii) provide solar generation capabilities. The ACC will not prohibit an Owner from installing Energy Efficient Roofing provided that the Energy Efficient Roofing shingles: (a) resemble the shingles used or otherwise authorized for use within the community; (b) are more durable than, and are of equal

Efficient Roofing provided that the Energy Efficient Roofing shingles: (a) resemble the shingles used or otherwise authorized for use within the community; (b) are more durable than, and are of equal or superior quality to, the shingles used or otherwise authorized for use within the community; and (c) match the aesthetics of adjacent property. An Owner who desires to install Energy Efficient Roofing will be required to comply with the architectural review and approval procedures set forth in the Restrictions. In conjunction with any such approval process, the Owner should submit information which will enable the ACC to confirm the criteria set forth in this Section 3.7. Any other type of roofing material shall be permitted only with the advance written approval of the ACC.

3.8 Swimming Pools. Any swimming pool constructed on a Lot must be enclosed with a fence or other enclosure device completely surrounding the swimming pool which, at a minimum, satisfies all Applicable Law and be approved in advance by the ACC. Nothing in this Section 3.8 is intended or shall be construed to limit or affect an Owner's obligation to comply with any Applicable Law concerning swimming pool enclosure requirements. Unless otherwise approved in advance by the ACC, above-ground or temporary swimming pools are not permitted on a Lot.

3.9 Compliance with Setbacks and Easements. No residence or Improvement may be constructed on any Lot nearer to a street than the minimum building setback lines shown on the Plat and no Improvement shall be located on any drainage, utility or conservation easement, unless otherwise permitted pursuant to Applicable Law.

3.10 Solar Energy Device. Solar Energy Devices may be installed with the advance

ll be located on any drainage, utility or conservation easement, unless otherwise permitted pursuant to Applicable Law.

3.10 Solar Energy Device. Solar Energy Devices may be installed with the advance written approval of the ACC in accordance with Applicable Law and with the procedures set forth below.

3.10.1 Application. To obtain ACC approval of a Solar Energy Device, the Owner shall provide the ACC with the following information: (i) the proposed installation 4843-8779-6475v.6 63188-5 22 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 28 of 105 location of the Solar Energy Device; and (ii) a description of the Solar Energy Device, including the dimensions, manufacturer, and photograph or other accurate depiction (the "Solar Application"). A Solar Application may only be submitted by an Owner unless the Owner's tenant provides written confirmation at the time of submission that the Owner consents to the Solar Application. The Solar Application shall be submitted in accordance with the provisions of Article 7 of this Declaration.

3.10.2 Approval Process. The ACC will review the Solar Application in accordance with the terms and provisions of Article 7 of this Declaration. The ACC will approve a Solar Energy Device if the Solar Application complies with Section 3.10.3 below UNLESS the ACC makes a written determination that placement of the Solar Energy Device, despite compliance with Section 3.10.3, will create a condition that substantially interferes with the use and enjoyment of the property within the Property by causing unreasonable discomfort or annoyance to persons of ordinary sensibilities. The ACC's right to make a written determination in accordance with the foregoing sentence is negated if all Owners of Lots

ng unreasonable discomfort or annoyance to persons of ordinary sensibilities. The ACC's right to make a written determination in accordance with the foregoing sentence is negated if all Owners of Lots immediately adjacent to the Owner/applicant provide written approval of the proposed placement. Any proposal to install a Solar Energy Device on Common Area or property maintained by the Association must be approved in advance and in writing by the Board, and the Board need not adhere to this Section 3.10 when considering any such request.

3.10.3 Approval Conditions. Unless otherwise approved in advance and in writing by the ACC, each Solar Application and each Solar Energy Device to be installed in accordance therewith must comply with the following: (i) The Solar Energy Device must be located on the roof of the residence located on the Owner's Lot, entirely within a fenced area of the Owner's Lot, or entirely within a fenced patio located on the Owner's Lot. If the Solar Energy Device will be located on the roof of the residence, the ACC may designate the location for placement unless the location proposed by the Owner increases the estimated annual energy production of the Solar Energy Device, as determined by using a publicly available modeling tool provided by the National Renewable Energy Laboratory, by more than ten percent (10%) above the energy production of the Solar Energy Device if installed in the location designated by the ACC. If the Owner desires to contest the alternate location proposed by the ACC, the Owner should submit information to the ACC which demonstrates that the Owner's proposed location meets the foregoing criteria. If the Solar Energy Device will be located in the fenced area of the Owner's Lot or patio, no portion

ion to the ACC which demonstrates that the Owner's proposed location meets the foregoing criteria. If the Solar Energy Device will be located in the fenced area of the Owner's Lot or patio, no portion of the Solar Energy Device may extend above the fence line.

(ii) If the Solar Energy Device is mounted on the roof of the principal residence located on the Owner's Lot, then: (a) the Solar Energy Device may not extend higher than or beyond the roofline; (b) the Solar Energy Device must conform to the slope of the roof and the top edge of the Solar Device must be 4843-8779-6475v.6 63188-5 23 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 29 of 105 3.11 parallel to the roofline; and (c) the frame, support brackets, or visible piping or wiring associated with the Solar Energy Device must be silver, bronze or black.

Rainwater Harvesting Systems. Rain barrels or rainwater harvesting systems (a “Rainwater Harvesting System") may be installed with the advance written approval of the ACC.

3.11.1 Application. To obtain ACC approval of a Rainwater Harvesting System, the Owner shall provide the ACC with the following information: (i) the proposed installation location of the Rainwater Harvesting System; and (ii) a description of the Rainwater Harvesting System, including the color, dimensions, manufacturer, and photograph or other accurate depiction (the "Rain System Application"). A Rain System Application may only be submitted by an Owner unless the Owner's tenant provides written confirmation at the time of submission that the Owner consents to the Rain System Application.

3.11.2 Approval Process. The decision of the ACC will be made in accordance with Article 7 of this Declaration. Any proposal to install a Rainwater Harvesting System on

to the Rain System Application.

3.11.2 Approval Process. The decision of the ACC will be made in accordance with Article 7 of this Declaration. Any proposal to install a Rainwater Harvesting System on Common Area must be approved in advance and in writing by the Board, and the Board need not adhere to this Section 3.11 when considering any such request.

3.11.3 Approval Conditions. Unless otherwise approved in advance and in writing by the ACC, each Rain System Application and each Rainwater Harvesting System to be installed in accordance therewith must comply with the following: (i) The Rainwater Harvesting System must be consistent with the color scheme of the residence constructed on the Owner's Lot, as reasonably determined by the ACC.

(ii) The Rainwater Harvesting System does not include any language or other content that is not typically displayed on such a device.

(iii) The Rainwater Harvesting System is in no event located between the front of the residence constructed on the Owner's Lot and any adjoining or adjacent street.

(iv) There is sufficient area on the Owner's Lot to install the Rainwater Harvesting System, as reasonably determined by the ACC.

3.11.4 Guidelines. If the Rainwater Harvesting System will be installed on or within the side yard of a Lot, or would otherwise be visible from a street, Common Area, or another Owner's Lot, the ACC may regulate the size, type, shielding of, and materials used in the construction of the Rainwater Harvesting System. Accordingly, when submitting a Rain System Application, the application should describe methods proposed by the Owner to shield the Rainwater Harvesting System from the view of any street, Common Area, or another 4843-8779-6475v.6 63188-5 24 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

by the Owner to shield the Rainwater Harvesting System from the view of any street, Common Area, or another 4843-8779-6475v.6 63188-5 24 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 30 of 105 Owner's Lot. When reviewing a Rain System Application for a Rainwater Harvesting System that will be installed on or within the side yard of a Lot, or would otherwise be visible from a street, Common Area, or another Owner's Lot, any additional regulations imposed by the ACC to regulate the size, type, shielding of, and materials used in the construction of the Rainwater Harvesting System, may not prohibit the economic installation of the Rainwater Harvesting System, as reasonably determined by the ACC.

3.12 Xeriscaping. As part of the installation and maintenance of landscaping on an Owner's Lot, an Owner may submit plans for and install drought tolerant landscaping (“Xeriscaping”) upon written approval by the ACC. All Owners implementing Xeriscaping shall comply with the following: 3.12.1 Application. Approval by the ACC is required prior to installing Xeriscaping. To obtain the approval of the ACC for Xeriscaping, the Owner shall, provide the ACC with the following information: (i) the proposed site location of the Xeriscaping on the Owner's Lot; (ii) a description of the Xeriscaping, including the types of plants, border materials, hardscape materials and photograph or other accurate depiction and (iii) the percentage of yard to be covered with gravel, rocks and cacti (the "Xeriscaping Application").

A Xeriscaping Application may only be submitted by an Owner unless the Owner's tenant provides written confirmation at the time of submission that the Owner consents to the

"Xeriscaping Application").

A Xeriscaping Application may only be submitted by an Owner unless the Owner's tenant provides written confirmation at the time of submission that the Owner consents to the Xeriscaping Application. The ACC is not responsible for: (a) errors or omissions in the Xeriscaping Application submitted to the ACC for approval; (b) supervising installation or construction to confirm compliance with an approved Xeriscaping Application or (c) the compliance of an approved application with Applicable Law.

3.12.2 Approval Conditions. Unless otherwise approved in advance and in writing by the ACC, or otherwise required to be approved under Applicable Law, each Xeriscaping Application and all Xeriscaping to be installed in accordance therewith must comply with the following: (i) The Xeriscaping must be aesthetically compatible with other landscaping in the community as reasonably determined by the ACC. For purposes of this Section 3.12, "aesthetically compatible" shall mean overall and long-term aesthetic compatibility within the community. For example, an Owner's Lot plan may be denied if the ACC determines that: (a) the proposed Xeriscaping would not be harmonious with already established turf and landscaping in the overall community; and/or (b) the use of specific turf or plant materials would result in damage to or cause deterioration of the turf or landscaping of an adjacent property owner, resulting in a reduction of aesthetic appeal of the adjacent property Owner's Lot.

25 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 31 of 105 (ii) No Owners shall install gravel, rocks or cacti that in the aggregate encompass over thirty percent (30%) of such Owner's front yard or fifty percent

8779-6475v.6 63188-5 2021068709 Page 31 of 105 (ii) No Owners shall install gravel, rocks or cacti that in the aggregate encompass over thirty percent (30%) of such Owner's front yard or fifty percent (50%) of such Owner's back yard.

(iii) The Xeriscaping must not attract diseases and insects that are harmful to the existing landscaping on neighboring Lots, as reasonably determined by the ACC.

3.12.3 Process. The decision of the ACC will be made within a reasonable time, or within the time period otherwise required by the principal deed restrictions which govern the review and approval of improvements. A Xeriscaping Application submitted to install Xeriscaping on property owned by the Association or property owned in common by members of the Association will not be approved. Any proposal to install Xeriscaping on property owned by the Association or property owned in common by members of the Association must be approved in advance and in writing by the Board, and the Board need not adhere to the requirements set forth in this Section 3.12 when considering any such request.

3.12.4 Approval. Each Owner is advised that if the Xeriscaping Application is approved by the ACC, installation of the Xeriscaping must: (i) strictly comply with the Xeriscaping Application; (ii) commence within thirty (30) days of approval; and (iii) be diligently prosecuted to completion. If the Owner fails to cause the Xeriscaping to be installed in accordance with the approved Xeriscaping Application, the ACC may require the Owner to: (a) modify the Xeriscaping Application to accurately reflect the Xeriscaping installed on the Property; or (b) remove the Xeriscaping and reinstall the Xeriscaping in accordance with the

the Owner to: (a) modify the Xeriscaping Application to accurately reflect the Xeriscaping installed on the Property; or (b) remove the Xeriscaping and reinstall the Xeriscaping in accordance with the approved Xeriscaping Application. Failure to install Xeriscaping in accordance with the approved Xeriscaping Application or an Owner's failure to comply with the post-approval requirements constitutes a violation of this Declaration and may subject the Owner to fines and penalties. Any requirement imposed by the ACC to resubmit a Xeriscaping Application or remove and relocate Xeriscaping in accordance with the approved Xeriscaping Application shall be at the Owner's sole cost and expense.

3.13 The Water Quality Facilities, Drainage Facilities and Drainage Ponds.

Property may include, now or in the future, one or more water quality facilities, sedimentation, drainage and detention facilities, or ponds which serve all or a portion of the Property and are inspected, maintained and administered by the Association in accordance with all Applicable Law. Access to these facilities and ponds is limited to persons engaged by the Association or its agents to periodically maintain such facilities. Each Owner is advised that the water quality facilities, sedimentation, drainage and detention facilities and ponds are an active utility feature integral to the proper operation of the Property and may periodically hold standing water. Each Owner is advised that entry into the water quality facilities, sedimentation, drainage and detention facilities or ponds may result in injury and is a violation of the Rules and Regulations, unless otherwise approved by the Association.

4843-8779-6475v.6 63188-5 26 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 32 of 105

lation of the Rules and Regulations, unless otherwise approved by the Association.

4843-8779-6475v.6 63188-5 26 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 32 of 105 3.14 Garages. All garages shall be maintained for the parking of automobiles and may not be used for storage or other purposes which preclude its use for the parking of automobiles. No garage may be permanently enclosed or otherwise used for habitation.

3.15 Parking. All Owners and Residents are encouraged to park vehicles in the garage on their Lot and use the driveways on their Lot as overflow parking. No vehicle may obstruct the flow of traffic, constitute a nuisance, or otherwise create a safety hazard, as determined by the Board in its sole discretion. No vehicle may be parked in a manner that obstructs or otherwise blocks ingress and egress to any part of the Property by an emergency vehicle, as determined by the Board in its sole discretion. The parking of vehicles in the yard of any Lot is not permitted.

ARTICLE 4 VALENCIA RESIDENTIAL OWNERS ASSOCIATION, INC.

4.1 Organization. The Association will be a nonprofit corporation created for the purposes, charged with the duties, and vested with the powers of a Texas nonprofit corporation. Neither the Certificate nor Bylaws will for any reason be amended or otherwise changed or interpreted so as to be inconsistent with this Declaration.

4.2 Membership.

4.2.1 Mandatory Membership. Any person or entity, upon becoming an Owner, will automatically become a Member of the Association. Membership will be appurtenant to and will run with the ownership of the Lot that qualifies the Owner thereof for membership, and membership may not be severed from the ownership of the Lot, or in any

Membership will be appurtenant to and will run with the ownership of the Lot that qualifies the Owner thereof for membership, and membership may not be severed from the ownership of the Lot, or in any way transferred, pledged, mortgaged or alienated, except together with the title to such Lot.

Within thirty (30) days after acquiring legal title to a Lot, if requested by the Board, an Owner must provide the Association with: (i) a copy of the recorded deed by which the Owner has acquired title to the Lot; (ii) the Owner's address, email address, phone number, and driver's license number, if any; (iii) any Mortgagee's name and address; and (iv) the name, phone number, and email address of any Resident other than the Owner.

If you acquire a Lot you automatically become a member of the Association.

Membership is Mandatory!

4.2.2 Easement of Enjoyment - Common Area. Every Member will have a right and easement of enjoyment in and to all of the Common Area and an access easement by and through any Common Area, which easements will be appurtenant to and will pass with the title to such Member's Lot, subject to the following restrictions and reservations: (i) The right of the Declarant, or the Declarant's designee, to cause such Improvements and features to be constructed upon the Common Area, as 4843-8779-6475v.6 63188-5 27 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 33 of 105 4.3 determined from time to time by the Declarant, in the Declarant's sole and absolute discretion; (ii) The right of the Association to suspend the Member's right to use the Common Area for any period during which any Assessment against such Member's Lot remains past due and for any period during which such member is in violation of any provision of this Declaration;

the Common Area for any period during which any Assessment against such Member's Lot remains past due and for any period during which such member is in violation of any provision of this Declaration; (iii) The right of the Declarant, during the Development Period, and the Board thereafter, to dedicate or transfer all or any part of the Common Area to any public agency, authority or utility for any purpose; (iv) The right of the Declarant, during the Development Period, and the Board thereafter to grant easements or licenses over and across the Common Area; (v) With the advance written approval of the Declarant during the Development Period, the right of the Board to borrow money for the purpose of improving the Common Area and, in furtherance thereof, mortgage the Common Area; (vi) The right of the Declarant, during the Development Period, and the Board, with the advance written approval of the Declarant during the Development Period, to promulgate Rules and Regulations regarding the use of the Common Area and any Improvements thereon; and (vii) The right of the Association to contract for services with any third parties on such terms as the Board may determine, except that during the Development Period, all such contracts must be approved in advance and in writing by the Declarant.

Governance. As more specifically described in the Bylaws, the Board will consist of at least three (3) persons elected at the annual meeting of the Association, or at a special meeting called for such purpose. Notwithstanding the foregoing provision or any provision in this Declaration to the contrary, until one hundred twenty (120) days after seventy-five percent (75%) of the Maximum Number of Lots have been made subject to the

regoing provision or any provision in this Declaration to the contrary, until one hundred twenty (120) days after seventy-five percent (75%) of the Maximum Number of Lots have been made subject to the terms and provisions of this Declaration and have been conveyed to Owners other than the Declarant or a Homebuilder, Declarant will appoint and remove all members of the Board and officers of the Association. Within one hundred twenty (120) days after seventy-five percent (75%) of the Maximum Number of Lots have been made subject to the terms and provisions of this Declaration and have been conveyed to Owners other than the Declarant or a Homebuilder, the Board will call a meeting of Members of the Association for the purpose of electing one-third (1/3) of the Board (the “Initial Member Election Meeting"), which Board member(s) must be elected by Owners other than the Declarant. Declarant shall continue to 28 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 34 of 105 have the sole right to appoint and remove two-thirds (2/3) of the Board from and after the Initial Member Election Meeting until expiration or termination of the Development Period.

The individual(s) elected to the Board at the Initial Member Election Meeting shall be elected for a one (1) year term and shall serve until his or her successor is elected or he or she is replaced in accordance with the Bylaws.

4.4 Voting Rights. The right to cast votes and the number of votes which may be cast for election of members to the Board (except as provided by Section 4.3) and on all other matters to be voted on by the Members will be calculated as set forth below.

4.5 owned.

(i) The Owner of each Lot will have one (1) vote for each Lot so

pt as provided by Section 4.3) and on all other matters to be voted on by the Members will be calculated as set forth below.

4.5 owned.

(i) The Owner of each Lot will have one (1) vote for each Lot so (ii) In addition to the votes to which Declarant is entitled by reason of Section 4.4(i), for every one (1) vote outstanding in favor of any other person or entity, Declarant will have four (4) additional votes until the expiration or termination of the Development Period.

(iii) When more than one person or entity owns a portion of the fee simple interest in any Lot, all such persons or entities will be Members. As more specifically described in the Bylaws, the vote or votes (or fraction thereof) for such Lot will be exercised by the person so designated in writing to the Secretary of the Association by the Owner of such Lot, and in no event will the vote for such Lot exceed the total votes to which such Lot is otherwise entitled under this Section 4.4.

Powers. The Association will have the powers of a Texas nonprofit corporation.

It will further have the power to do and perform any and all acts that may be necessary or proper, for or incidental to, the exercise of any of the express powers granted to it by Applicable Law or this Declaration. Without in any way limiting the generality of the two preceding sentences, the Board, acting on behalf of the Association, will have the following powers at all times: 4.5.1 Rules and Regulations, Bylaws and Community Manual. To make, establish and promulgate, and in its discretion to amend from time to time, or repeal and re-enact, such rules, regulations, policies, Bylaws and Community Manual not in conflict with this Declaration, as it deems proper, covering any and all aspects of the Property or the

e, or repeal and re-enact, such rules, regulations, policies, Bylaws and Community Manual not in conflict with this Declaration, as it deems proper, covering any and all aspects of the Property or the Common Area (including the operation, maintenance and preservation thereof) or the Association. Any Rules and Regulations, policies, Bylaws and Community Manual and any modifications thereto proposed by the Board must be approved in advance and in writing by the Declarant until expiration or termination of the Development Period.

4843-8779-6475v.6 63188-5 29 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 35 of 105 4.5.2 Insurance. To obtain and maintain in effect, policies of insurance that, in the opinion of the Board, are reasonably necessary or appropriate to carry out the Association's functions.

4.5.3 Records. To keep books and records of the Association's affairs, and to make such books and records, together with current copies of the Restrictions available for inspection by the Owners, Mortgagees, and insurers or guarantors of any Mortgage upon request during normal business hours.

below.

4.5.4 4.5.5 Assessments. To levy and collect assessments, as provided in Article 6 Right of Entry and Enforcement. To enter at any time without notice in an emergency (or in the case of a non-emergency, after twenty-four (24) hours written notice), without being liable to any Owner or Resident, upon any Lot and into any Improvement thereon for the purpose of enforcing the Restrictions or for the purpose of maintaining or repairing any area, Improvement or other facility to conform to the Restrictions. The expense incurred by the Association in connection with the entry upon any Lot and the maintenance and

intaining or repairing any area, Improvement or other facility to conform to the Restrictions. The expense incurred by the Association in connection with the entry upon any Lot and the maintenance and repair work conducted thereon or therein will be a personal obligation of the Owner of the Lot so entered, will be deemed an Individual Assessment against such Lot, will be secured by a lien upon such Lot, and will be enforced in the same manner and to the same extent as provided in Article 6 hereof for Assessments. The Association will have the power and authority from time to time, in its own name and on its own behalf, or in the name of and on behalf of any Owner who consents thereto, to commence and maintain actions and suits to enforce, by mandatory injunction or otherwise, or to restrain and enjoin, any breach or threatened breach of the Restrictions. The Association is also authorized to settle claims, enforce liens and take all such action as it may deem necessary or expedient to enforce the Restrictions; provided, however, that the Board will never be authorized to expend any Association funds for the purpose of bringing suit against Declarant, or its successors or assigns. The Association may not alter or demolish any Improvements on any Lot other than Common Area in enforcing these Restrictions before a judicial order authorizing such action has been obtained by the Association, or before the written consent of the Owner(s) of the affected Lot(s) has been obtained. EACH SUCH OWNER AND RESIDENT WILL RELEASE AND HOLD HARMLESS THE ASSOCIATION, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM ANY COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION INCURRED OR THAT MAY ARISE BY REASON OF THE ASSOCIATION'S

MLESS THE ASSOCIATION, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM ANY COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION INCURRED OR THAT MAY ARISE BY REASON OF THE ASSOCIATION'S ACTS OR ACTIVITIES UNDER THIS SECTION 4.5.5 (INCLUDING ANY COST, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION ARISING OUT OF THE ASSOCIATION'S NEGLIGENCE IN CONNECTION THEREWITH), EXCEPT FOR SUCH COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION ARISING BY REASON OF THE ASSOCIATION'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. "GROSS NEGLIGENCE" DOES NOT INCLUDE SIMPLE NEGLIGENCE, CONTRIBUTORY NEGLIGENCE OR SIMILAR NEGLIGENCE SHORT OF ACTUAL GROSS NEGLIGENCE.

30 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 36 of 105 4.5.6 Legal and Accounting Services. To retain and pay for legal and accounting services necessary or proper in the operation of the Association.

4.5.7 Conveyances. To grant and convey to any person or entity the real property and/or other interest, including fee title, leasehold estates, easements, rights-of-way or mortgages, out of, in, on, over, or under any Common Area for the purpose of constructing, erecting, operating or maintaining the following: (i) (ii) Parks, parkways or other recreational facilities or structures; Roads, streets, sidewalks, signs, street lights, walks, driveways, trails and paths; (iii) purposes; Lines, cables, wires, conduits, pipelines or other devices for utility (iv) Sewers, water systems, storm water drainage systems, sprinkler systems and pipelines; and/or (v) Any similar Improvements or facilities.

Nothing set forth above, however, will be construed to permit use or occupancy of any Improvement or other facility in a way that would violate applicable

r (v) Any similar Improvements or facilities.

Nothing set forth above, however, will be construed to permit use or occupancy of any Improvement or other facility in a way that would violate applicable use and occupancy restrictions imposed by the Restrictions or by Applicable Law. In addition, until expiration or termination of the Development Period, any grant or conveyance under this Section 4.5.7 must be approved in advance and in writing by the Declarant.

4.5.8 Manager. To retain and pay for the services of a person or firm (the "Manager"), which may include Declarant or any affiliate of Declarant, to manage and operate the Association, including its property, to the extent deemed advisable by the Board. Personnel may be employed directly by the Association or may be furnished by the Manager. To the extent permitted by Applicable Law, the Board may delegate any other duties, powers and functions to the Manager. In addition, the Board may adopt transfer fees, resale certificate fees or any other fees associated with the provision of management services to the Association or its Members. THE MEMBERS HEREBY RELEASE THE ASSOCIATION AND THE MEMBERS OF THE BOARD AND COMMITTEE MEMBERS FROM LIABILITY FOR ANY OMISSION OR IMPROPER EXERCISE BY THE MANAGER OF ANY SUCH DUTY, POWER OR FUNCTION SO DELEGATED.

4.5.9 Property Services. To pay for water, sewer, garbage removal, street lights, landscaping, gardening and all other utilities, services, repair and maintenance for any portion of the Property, Common Area, private or public recreational facilities, easements, 4843-8779-6475v.6 63188-5 31 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 37 of 105 roads, roadways, rights-of-ways, signs, parks, parkways, median strips, sidewalks, paths, trails,

.6 63188-5 31 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 37 of 105 roads, roadways, rights-of-ways, signs, parks, parkways, median strips, sidewalks, paths, trails, ponds, and lakes.

4.5.10 Other Services and Properties. To obtain and pay for any other property and services, and to pay any other taxes or assessments that the Association or the Board is required or permitted to secure or to pay for pursuant to Applicable Law or under the terms of the Restrictions or as determined by the Board.

4.5.11 Construction on Common Area. To construct new Improvements or additions to any property owned, leased, or licensed by the Association, subject to the approval of the Board and the Declarant until expiration or termination of the Development Period.

4.5.12 Contracts. To enter into Bulk Rate Contracts or other contracts or licenses with Declarant or any third party on such terms and provisions as the Board will determine, to operate and maintain any Common Area or other property, or to provide any service, including but not limited to cable, utility, or telecommunication services, or perform any function on behalf of Declarant, the Board, the Association, or the Members. During the Development Period, all Bulk Rate Contracts must be approved in advance and in writing by the Declarant.

4.5.13 Property Ownership. To acquire, own and dispose of all manner of real and personal property, including habitat, whether by grant, lease, easement, gift or otherwise.

During the Development Period, all acquisitions and dispositions of the Association hereunder must be approved in advance and in writing by the Declarant.

4.5.14 Allocation of Votes. To determine votes when permitted pursuant to Section 4.4 above.

and dispositions of the Association hereunder must be approved in advance and in writing by the Declarant.

4.5.14 Allocation of Votes. To determine votes when permitted pursuant to Section 4.4 above.

4.5.15 Membership Privileges. To establish Rules and Regulations governing and limiting the use of the Common Area and any Improvements thereon.

4.6 Conveyance of Common Area to the Association. The Association may acquire, hold, and dispose of any interest in tangible and intangible personal property and real property.

Declarant, and its assignees, reserves the right, from time to time and at any time, to designate by written and Recorded instrument portions of the Property being held by the Declarant or a third party for the benefit of the Association, in the sole and absolute discretion of the Declarant. Upon the Recording of such designation, the portion of the Property identified therein will be considered Common Area for the purpose of this Declaration. Declarant and its assignees may also assign, transfer or convey to the Association interests in real or personal property within or for the benefit of the Property, for the Property and the general public, or otherwise, as determined in the sole and absolute discretion of the Declarant. All or any real or personal property assigned, transferred and/or conveyed by the Declarant to the Association shall be deemed accepted by the Association upon Recordation, and without further action by the Association, and shall be considered Common Area without regard to whether such real or personal property is designated by the Declarant as Common Area. If requested by the 32 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 38 of 105

rsonal property is designated by the Declarant as Common Area. If requested by the 32 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 38 of 105 Declarant, the Association will execute a written instrument, in a form requested by the Declarant, evidencing acceptance of such real or personal property; provided, however, execution of a written consent by the Association shall in no event be a precondition to acceptance by the Association. The assignment, transfer, and/or conveyance of real or personal property to the Association may be by deed without warranty, may reserve easements in favor of the Declarant or a third party designated by Declarant over and across such property, and may include such other provisions, including restrictions on use, determined by the Declarant, in the Declarant's sole and absolute discretion. Property assigned, transferred, and/or conveyed to the Association may be improved or unimproved and may consist of fee simple title, easements, leases, licenses, or other real or personal property interests. Upon Declarant's written request, the Association will re-convey to Declarant any unimproved real property that Declarant originally conveyed to the Association for no payment.

4.7 Indemnification. To the fullest extent permitted by Applicable Law but without duplication (and subject to) any rights or benefits arising under the Certificate or Bylaws of the Association, the Association will indemnify any person who was, or is, a party, or is threatened to be made a party to any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is, or was, a

ened to be made a party to any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is, or was, a director, officer, committee member, employee, servant or agent of the Association against expenses, including attorneys' fees, reasonably incurred by such person in connection with such action, suit or proceeding if it is found and determined by the Board or a court of competent jurisdiction that he or she: (i) acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association; or (ii) with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by settlement, or upon a plea of nolo contendere or its equivalent, will not of itself create a presumption that the person did not act in good faith or in a manner which was reasonably believed to be in, or not opposed to, the best interests of the Association or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

4.8 Insurance. The Board may purchase and cause to be maintained, at the expense of the Association, insurance on behalf of any person who is acting as a director, officer, committee member, employee, servant or agent of the Association against any liability asserted against or incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Association would have the power to indemnify such person against such liability or otherwise.

4.9 Bulk Rate Contracts. Without limitation on the generality of the Association

such, whether or not the Association would have the power to indemnify such person against such liability or otherwise.

4.9 Bulk Rate Contracts. Without limitation on the generality of the Association powers set out in Section 4.5 hereinabove (except that during the Development Period, all Bulk Rate Contracts must be approved in advance and in writing by the Declarant), the Association will have the power to enter into Bulk Rate Contracts at any time and from time to time. The Association may enter into Bulk Rate Contracts with any service providers chosen by the Board (including Declarant, and/or any entities in which Declarant, or the owners or partners of 33 4843-8779-6475v.6 63188-5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 39 of 105 Declarant are owners or participants, directly or indirectly). The Bulk Rate Contracts may be entered into on such terms and provisions as the Board may determine in its sole and absolute discretion. The Association may, at its option and election, add the charges payable by such Owner under such Bulk Rate Contract to the Assessments against such Owner's Lot. In this regard, it is agreed and understood that, if any Owner fails to pay any charges due by such Owner under the terms of any Bulk Rate Contract, then the Association will be entitled to collect such charges by exercising the same rights and remedies it would be entitled to exercise under this Declaration with respect to the failure by such Owner to pay Assessments, including without limitation the right to foreclose the lien against such Owner's Lot which is reserved under the terms and provisions of this Declaration. In addition, in the event of nonpayment by

, including without limitation the right to foreclose the lien against such Owner's Lot which is reserved under the terms and provisions of this Declaration. In addition, in the event of nonpayment by any Owner of any charges due under any Bulk Rate Contract and after the lapse of at least twelve (12) days since such charges were due, the Association may, upon five (5) days' prior written notice to such Owner (which may run concurrently with such 12 day period), in addition to all other rights and remedies available pursuant to Applicable Law, terminate, in such manner as the Board deems appropriate, any utility service or other service provided at the cost of the Association and not paid for by such Owner (or the Resident of such Owner's Lot) directly to the applicable service or utility provider. Such notice will consist of a separate mailing or hand delivery at least five (5) days prior to a stated date of termination, with the title "termination notice" or similar language prominently displayed on the notice. The notice will include the office or street address where the Owner (or the Resident of such Owner's Lot) can make arrangements for payment of the bill and for re-connection or re-institution of service. No utility or cable television service will be disconnected on a day, or immediately preceding a day, when personnel are not available for the purpose of collection and reconnecting such services.

4.10 Protection of Declarant's Interests. Despite any assumption of control of the Board by Owners other than Declarant, until the expiration or termination of the Development Period, the Board is prohibited from taking any action which would discriminate against Declarant, or which would be detrimental to the sale of Lots owned by Declarant. Declarant

on of the Development Period, the Board is prohibited from taking any action which would discriminate against Declarant, or which would be detrimental to the sale of Lots owned by Declarant. Declarant shall be entitled to determine, in its sole and absolute discretion, whether any such action discriminates or is detrimental to Declarant. The Board will be required to continue the same level and quality of maintenance, operations and services as that provided immediately prior to assumption of control of the Board by Owners other than Declarant until the expiration or termination of the Development Period.

4.11 Administration of Common Area. The administration of the Common Area by the Association shall be in accordance with the provisions the Restrictions and Applicable Law, specifically including, without limitation, the PUD, and any other agreements, documents, amendments or supplements to the foregoing which may be duly adopted or subsequently required by any institutional or governmental lender, purchaser, insurer or guarantor of mortgage loans (including, for example, the Federal Home Loan Mortgage Corporation) designated by Declarant or by any governmental or quasi-governmental agency having regulatory jurisdiction over the Common Area or by any title insurance company selected by Declarant to insure title to any portion of the Common Area.

34 4843-8779-6475v.6 63188-5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 40 of 105 4.12 Right of Action by Association. The Association shall not have the power to institute, defend, join, intervene in, settle or compromise litigation, arbitration or other proceedings: (i) in the name of or on behalf of any Lot Owner (whether one or more); or

t have the power to institute, defend, join, intervene in, settle or compromise litigation, arbitration or other proceedings: (i) in the name of or on behalf of any Lot Owner (whether one or more); or (ii) pertaining to a Claim, as defined in Section 12.1 below, relating to the design or construction of Improvements on a Lot (whether one or more). This Section 4.12 may not be amended or modified without Declarant's written and acknowledged consent and the consent of Members entitled to cast at least one hundred percent (100%) of the total number of votes of the Association, both of which must be part of the Recorded amendment instrument.

5.1 ARTICLE 5 INSURANCE Insurance. Each Owner will be required to purchase and maintain commercially standard insurance on the Improvements located upon such Owner's Lot. The Association will not be required to maintain insurance on the Improvements constructed upon any Lot. The Association may, however, obtain such insurance as it may deem necessary, including but not limited to such policies of liability and property damage insurance as the Board, in its discretion, may deem necessary. Insurance premiums for such policies will be a common expense to be included in the Assessments levied by the Association. The acquisition of insurance by the Association will be without prejudice to the right and obligation of any Owner to obtain additional individual insurance. During the Development Period, Declarant reserves the right to satisfy the insurance obligations of the Association with a master insurance program controlled by Declarant.

ARE YOU COVERED?

The Association will not provide insurance which covers an Owner's Lot or any Improvements or personal property located on a Lot.

h a master insurance program controlled by Declarant.

ARE YOU COVERED?

The Association will not provide insurance which covers an Owner's Lot or any Improvements or personal property located on a Lot.

5.2 Restoration. In the event of any fire or other casualty, unless otherwise approved by the ACC, the Owner will promptly repair, restore and replace any damaged or destroyed structures to their same exterior condition existing prior to the damage or destruction thereof. The approval of the ACC shall not be required to restore Improvements to their same exterior condition existing prior to the damage or destruction thereof. Such repair, restoration or replacement will be commenced and completed in a good and workmanlike manner using exterior materials substantially similar to those originally used in the structures damaged or destroyed. To the extent that the Owner fails to commence such repair, restoration or replacement of substantial or total damage or destruction within one hundred twenty (120) days after the occurrence of such damage or destruction, and thereafter prosecute the same to completion, or if the Owner does not clean up any debris resulting from any damage within thirty (30) days after the occurrence of such damage, the Association may commence, complete or effect such repair, restoration, replacement or clean-up, and such Owner will be personally liable to the Association for the cost of such work; provided, however, that if the Owner is 35 4843-8779-6475v.6 63188-5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 41 of 105 prohibited or delayed by Applicable Law from commencing such repair, restoration, replacement or clean-up, the rights of the Association under this provision will not arise until

068709 Page 41 of 105 prohibited or delayed by Applicable Law from commencing such repair, restoration, replacement or clean-up, the rights of the Association under this provision will not arise until the expiration of thirty (30) days after such prohibition or delay is removed. If the Owner fails to pay such cost upon demand by the Association, the cost thereof (plus interest from the date of demand until paid at the maximum lawful rate, or if there is no such maximum lawful rate, then at the rate of one and one-half percent (1½%) per month) will be added to the Assessment chargeable to the Owner's Lot. Any such amounts added to the Assessments chargeable against a Lot will be secured by the liens reserved in this Declaration for Assessments and may be collected by any means provided in this Declaration for the collection of Assessments, including, but not limited to, foreclosure of such liens against the Owner's Lot. EACH SUCH OWNER WILL RELEASE AND HOLD HARMLESS THE ASSOCIATION AND ITS OFFICERS, DIRECTORS, COMMITTEE MEMBERS, EMPLOYEES AND AGENTS FROM ANY COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION INCURRED OR THAT MAY ARISE BY REASON OF THE ASSOCIATION'S ACTS OR ACTIVITIES UNDER THIS SECTION 5.2, EXCEPT FOR SUCH COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR COST OF ACTION ARISING BY REASON OF THE ASSOCIATION'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. "GROSS NEGLIGENCE" AS USED HEREIN DOES NOT INCLUDE SIMPLE NEGLIGENCE, CONTRIBUTORY NEGLIGENCE OR SIMILAR NEGLIGENCE SHORT OF ACTUAL GROSS NEGLIGENCE.

5.3 Mechanic's and Materialmen's Lien. Each Owner whose structure is repaired, restored, replaced or cleaned up by the Association pursuant to the rights granted under this

OF ACTUAL GROSS NEGLIGENCE.

5.3 Mechanic's and Materialmen's Lien. Each Owner whose structure is repaired, restored, replaced or cleaned up by the Association pursuant to the rights granted under this Article 5, hereby grants to the Association an express mechanic's and materialmen's lien for the reasonable cost of such repair, restoration, or replacement of the damaged or destroyed Improvement to the extent that the cost of such repair, restoration or replacement exceeds any insurance proceeds allocable to such repair, restoration or replacement and delivered to the Association. Upon request by the Board, and before the commencement of any reconstruction, repair, restoration or replacement, such Owner will execute all documents sufficient to effectuate such mechanic's and materialmen's lien in favor of the Association.

ARTICLE 6 6.1 Assessments.

COVENANT FOR ASSESSMENTS 6.1.1 Established by Board. Assessments established by the Board pursuant to the provisions of this Article 6 will be levied against each Lot in amounts determined pursuant to Section 6.7 below. The total amount of Assessments will be determined pursuant to Sections 6.3 through 6.6.

6.1.2 Personal Obligation: Lien. Each Assessment, together with such interest thereon and costs of collection as hereinafter provided, will be the personal obligation of the 4843-8779-6475v.6 63188-5 36 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 42 of 105 Owner of the Lot against which the Assessment is levied and will be secured by a lien hereby granted and conveyed by Declarant to the Association against each such Lot and all Improvements thereon. The Association may enforce payment of such Assessments in accordance with the provisions of this Article.

conveyed by Declarant to the Association against each such Lot and all Improvements thereon. The Association may enforce payment of such Assessments in accordance with the provisions of this Article.

6.1.3 Declarant Subsidy. Declarant may, but is not obligated to, reduce Assessments which would otherwise be levied against Lots for any fiscal year by the payment of a subsidy to the Association. Any subsidy paid to the Association by Declarant may be treated as a contribution or a loan, in Declarant's sole and absolute discretion. Any subsidy and the characterization thereof may be disclosed as a line item in the annual budget prepared by the Board and attributable to such Assessments. The payment of a subsidy in any given year will not obligate Declarant to continue payment of a subsidy to the Association in future years.

Maintenance Fund. The Board will establish a maintenance fund into which will be deposited all monies paid to the Association and from which disbursements will be made in performing the functions of the Association under this Declaration. The funds of the Association may be used for any purpose authorized by the Restrictions and Applicable Law.

6.2 6.3 Regular Assessments. Prior to the beginning of each fiscal year, the Board will prepare a budget for the purpose of determining amounts sufficient to pay the estimated net expenses of the Association (the "Regular Assessments") which sets forth: (i) an estimate of the expenses to be incurred by the Association during such year in performing its functions and exercising its powers under the Restrictions, including, but not limited to, the cost of all management, repair and maintenance, the cost of providing any lighting, the cost of

rming its functions and exercising its powers under the Restrictions, including, but not limited to, the cost of all management, repair and maintenance, the cost of providing any lighting, the cost of administering and enforcing the Restrictions, and (ii) an estimate of the amount needed to maintain a reasonable provision for contingencies and an appropriate replacement reserve, and will give due consideration to any expected income and any surplus from the prior year's fund.

Assessments sufficient to pay such estimated net expenses will then be levied at the level of Assessments set by the Board in its sole and absolute discretion, and the Board's determination will be final and binding so long as it is made in good faith. If the sums collected prove inadequate for any reason, including nonpayment of any Assessment, the Association may at any time, and from time to time, levy further Assessments in the same manner. All such Regular Assessments will be due and payable to the Association annually on or before the first day of the month, or in such other manner as the Board may designate in its sole and absolute discretion.

6.4 Working Capital Assessment. Each Owner (other than Declarant) will pay a one-time working capital assessment (the "Working Capital Assessment”) to the Association in such amount, if any, as may be determined by the Declarant, until expiration or termination of the Development Period, and the Board thereafter. Such Working Capital Assessment need not be uniform among all Lots, and the Declarant, until expiration or termination of the Development Period, and the Board thereafter is expressly authorized to levy Working Capital Assessments of varying amounts depending on the size, use and general character of the Lots 37 4843-8779-6475v.6 63188-5

eriod, and the Board thereafter is expressly authorized to levy Working Capital Assessments of varying amounts depending on the size, use and general character of the Lots 37 4843-8779-6475v.6 63188-5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 43 of 105 then being made subject to such levy. The Association may use the working capital to discharge operating expenses. The levy of any Working Capital Assessment will be effective only upon the Recordation of a written notice, signed by the Declarant, during the Development Period, or a duly authorized officer of the Association thereafter, setting forth the amount of the Working Capital Assessment and the Lots to which it applies.

Notwithstanding the foregoing provision, the following transfers shall not be subject to the Working Capital Assessment: (i) foreclosure of a deed of trust lien, tax lien, or the Association's Assessment lien; (ii) transfer to, from, or by the Association; (iii) voluntary transfer by an Owner to one or more co-Owners, or to the Owner's spouse, child, or parent. Additionally, the Declarant and an Owner who (iv) is a Homebuilder shall not be subject to the Working Capital Assessment; however, the Working Capital Assessment shall be payable by any Owner who acquires a Lot from the Declarant or a Homebuilder for residential living purposes or by any Owner who: (v) acquires a Lot and is not in the business of constructing single-family residences for resale to a third party; or (vi) who acquires the Lot for any purpose other than constructing a single-family residence thereon for resale to a third party. In the event of any dispute regarding the application of the Working Capital Assessment

s the Lot for any purpose other than constructing a single-family residence thereon for resale to a third party. In the event of any dispute regarding the application of the Working Capital Assessment to a particular Owner, the determination of the Declarant, during the Development Period, and the Board thereafter, regarding application of the exemption shall be binding and conclusive without regard to any contrary interpretation of this Section 6.4. The Working Capital Assessment shall be in addition to, not in lieu of, any other Assessments levied in accordance with this Article 6 and shall not be considered an advance payment of such Assessments. The Working Capital Assessment hereunder will be due and payable to the Association immediately upon each transfer of title to the Lot, including upon transfer of title from one Owner of such Lot to any subsequent purchaser or transferee thereof. The Declarant during the Development Period, and thereafter the Board, shall have the power to waive the payment of any Working Capital Assessment attributable to a Lot (or all Lots) by the Recordation of a waiver notice, which waiver may be temporary or permanent.

6.5 Special Assessments.

In addition to the Regular Assessments provided for above, the Board may levy special assessments (the "Special Assessments") whenever in the Board's opinion such Special Assessments are necessary to enable the Board to carry out the functions of the Association under the Restrictions. The amount of any Special Assessments will be at the reasonable discretion of the Board. In addition to the Special Assessments authorized above, the Association may, in any fiscal year, levy a Special Assessment for the

ecial Assessments will be at the reasonable discretion of the Board. In addition to the Special Assessments authorized above, the Association may, in any fiscal year, levy a Special Assessment for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Area. Any Special Assessment levied by the Association for the purpose of defraying, in whole or in part, costs of any construction, reconstruction, repair or replacement of capital improvement upon the Common Area will be levied against all Owners based on Assessment Units.

6.6 Individual Assessments. In addition to any other Assessments, the Board may levy an individual assessment (the "Individual Assessment”) against an Owner and the 4843-8779-6475v.6 63188-5 38 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 44 of 105 Owner's Lot. Individual Assessments may include, but are not limited to: interest, late charges, and collection costs on delinquent Assessments; reimbursement for costs incurred in bringing an Owner or the Owner's Lot into compliance with this Declaration; fines for violations of the Restrictions; transfer-related fees and resale certificate fees; fees for estoppel letters and project documents; insurance deductibles; reimbursement for damage or waste caused by willful or negligent acts of the Owner, the Owner's guests, invitees or Residents of the Owner's Lot; common expenses that benefit fewer than all of the Lots, which may be assessed according to benefit received; fees or charges levied against the Association on a per-Lot basis; and "pass through" expenses for services to Lots provided through the Association and which are

sessed according to benefit received; fees or charges levied against the Association on a per-Lot basis; and "pass through" expenses for services to Lots provided through the Association and which are equitably paid by each Lot according to the benefit received.

6.7 Amount of Assessment.

6.7.1 Assessments to be Levied. The Board shall levy Assessments against each "Assessment Unit" (as defined in Section 6.7.2 below). Unless otherwise provided in this Declaration, Assessments levied pursuant to Section 6.3 and Section 6.5 shall be levied uniformly against each Assessment Unit allocated to a Lot.

6.7.2 Assessment Unit. Each Lot shall constitute one "Assessment Unit" unless otherwise provided in Section 6.7.3 and 6.7.4.

6.7.3 Declarant Exemption. Notwithstanding anything in this Declaration to the contrary, no Assessments shall be levied upon Lots owned by Declarant.

6.7.4 Other Exemptions. Declarant may, in its sole discretion, elect to: (i) exempt any un-platted or unimproved portion of the Property or any Lot from any Assessments levied or charged pursuant to this Article 6; or (ii) delay the levy of Assessments against any un-platted, unimproved or improved portion of the Property. Declarant or the Board may also exempt any portion of the Property which is dedicated and accepted by public authority from Assessments.

6.8 Late Charges. If any Assessment is not paid by the due date applicable thereto, the Owner responsible for the payment may be required by the Board, at the Board's election at any time and from time to time, to pay a late charge in such amount as the Board may designate, and the late charge (and any reasonable handling costs) will be levied as an Individual Assessment against the Lot owned by such Owner, collectible in the manner as

amount as the Board may designate, and the late charge (and any reasonable handling costs) will be levied as an Individual Assessment against the Lot owned by such Owner, collectible in the manner as provided for collection of Assessments, including foreclosure of the lien against such Lot; provided, however, such charge will never exceed the maximum charge permitted under Applicable Law.

6.9 Owner's Personal Obligation; Interest. Assessments levied as provided for herein will be the personal and individual debt of the Owner of the Lot against which are levied such Assessments. No Owner may exempt himself from liability for such Assessments. In the event of default in the payment of any such Assessment, the Owner of the Lot will be obligated 39 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 45 of 105 to pay interest on the amount of the Assessment at the highest rate allowed by applicable usury laws then in effect on the amount of the Assessment from the due date therefor (or if there is no such highest rate, then at the rate of one and one half percent (1 1/2%) per month), together with all costs and expenses of collection, including reasonable attorney's fees. Such amounts will be levied as an Individual Assessment against the Lot owned by such Owner.

6.10 Assessment Lien and Foreclosure. The payment of all sums assessed in the manner provided in this Article is, together with late charges as provided in Section 6.8 and interest as provided in Section 6.9 hereof and all costs of collection, including attorney's fees as herein provided, secured by the continuing Assessment lien granted to the Association pursuant to Section 6.1.2 above, and will bind each Lot in the hands of the Owner thereof, and

attorney's fees as herein provided, secured by the continuing Assessment lien granted to the Association pursuant to Section 6.1.2 above, and will bind each Lot in the hands of the Owner thereof, and such Owner's heirs, devisees, personal representatives, successors or assigns. The aforesaid lien will be superior to all other liens and charges against such Lot, except only for: (i) tax and governmental assessment liens; (ii) all sums secured by a first mortgage lien or first deed of trust lien of record, to the extent such lien secures sums borrowed for the acquisition or improvement of the Lot in question and (iii) home equity loans or home equity lines of credit which are secured by a second mortgage lien or second deed of trust lien of record; provided that, in the case of subparagraphs (ii) and (iii) above, such Mortgage was Recorded before the delinquent Assessment was due. The Association will have the power to subordinate the aforesaid Assessment lien to any other lien. Such power will be entirely discretionary with the Board, and such subordination may be signed by an officer, agent or attorney of the Association. The Association may, at its option and without prejudice to the priority or enforceability of the Assessment lien granted hereunder, prepare a written notice of Assessment 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. Such notice may be signed by one of the officers, agents, or attorneys of the Association and will be Recorded. Each Owner, by accepting a deed or ownership interest to a Lot subject to this Declaration, will be deemed conclusively to have granted a power of sale to the Association to secure and enforce the

ed. Each Owner, by accepting a deed or ownership interest to a Lot subject to this Declaration, will be deemed conclusively to have granted a power of sale to the Association to secure and enforce the Assessment lien granted hereunder. The Assessment liens and rights to foreclosure thereof will be in addition to and not in substitution of any other rights and remedies the Association may have by law and under this Declaration, including the rights of the Association to institute suit against such Owner personally obligated to pay the Assessment and/or for foreclosure of the aforesaid lien. In any foreclosure proceeding, such Owner will be required to pay the costs, expenses and reasonable attorney's fees incurred. The Association will have the power to bid (in cash or by credit against the amount secured by the lien) on the property at foreclosure or other legal sale and to acquire, hold, lease, mortgage, convey or otherwise deal with the same.

Upon the written request of any Mortgagee, the Association will report to said Mortgagee any unpaid Assessments remaining unpaid for longer than sixty (60) days after the same are due.

The lien hereunder will not be affected by the sale or transfer of any Lot; except, however, that in the event of foreclosure of any lien superior to the Assessment lien, the lien for any Assessments that were due and payable before the foreclosure sale will be extinguished, provided that past-due Assessments will be paid out of the proceeds of such foreclosure sale 40 4843-8779-6475v.6 63188-5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 46 of 105 only to the extent that funds are available after the satisfaction of the indebtedness secured by

75v.6 63188-5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 46 of 105 only to the extent that funds are available after the satisfaction of the indebtedness secured by the Mortgage. The provisions of the preceding sentence will not, however, relieve any subsequent Owner (including any Mortgagee or other purchaser at a foreclosure sale) from paying Assessments becoming due and payable after the foreclosure sale. Upon payment of all sums secured by a lien of the type described in this Section 6.10, the Association will upon the request of the Owner, and at such Owner's cost, execute a release of lien relating to any lien for which written notice has been Recorded as provided above, except in circumstances in which the Association has already foreclosed such lien. Such release will be signed by an officer, agent, or attorney of the Association. In addition to the lien hereby retained, in the event of nonpayment by any Owner of any Assessment and after the lapse of at least twelve (12) days since such payment was due, the Association may, upon five (5) days' prior written notice (which may run concurrently with such twelve (12) day period) to such Owner, in addition to all other rights and remedies available pursuant to Applicable Law, terminate, in such manner as the Board deems appropriate, any utility or cable service provided through the Association and not paid for directly by an Owner or Resident to the utility or service provider. Such notice will consist of a separate mailing or hand delivery at least five (5) days prior to a stated date of disconnection, with the title "termination notice" or similar language prominently displayed on the notice. The notice will include the office or street address where the Owner or the Owner's

date of disconnection, with the title "termination notice" or similar language prominently displayed on the notice. The notice will include the office or street address where the Owner or the Owner's tenant can make arrangements for payment of the bill and for reconnection of service. Utility or cable service will not be disconnected on a day, or immediately preceding a day, when personnel are not available for the purpose of collection and reconnecting such services. Except as otherwise provided by Applicable Law, the sale or transfer of a Lot will not relieve the Owner of such Lot or such Owner's transferee from liability for any Assessments thereafter becoming due or from the lien associated therewith. If an Owner conveys its Lot and on the date of such conveyance Assessments against the Lot remain unpaid, or said Owner owes other sums or fees under this Declaration to the Association, the Owner will pay such amounts to the Association out of the sales price of the Lot, and such sums will be paid in preference to any other charges against the Lot other than liens superior to the Assessment lien and charges in favor of the State of Texas or a political subdivision thereof for taxes on the Lot which are due and unpaid. The Owner conveying such Lot will remain personally liable for all such sums until the same are fully paid, regardless of whether the transferee of the Lot also assumes the obligation to pay such amounts. The Board may adopt an administrative transfer fee to cover the expenses associated with updating the Association's records upon the transfer of a Lot to a third party; provided, however, that no transfer fee will be due upon the transfer of a Lot from Declarant to a third party.

Yes, the Association can foreclose on your Lot!

the transfer of a Lot to a third party; provided, however, that no transfer fee will be due upon the transfer of a Lot from Declarant to a third party.

Yes, the Association can foreclose on your Lot!

If you fail to pay assessments to the Association, you may lose title to your Lot if the Association forecloses its assessment lien.

41 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 47 of 105 6.11 Exempt Property. The following areas will be exempt from the Assessments provided for in this Article: (i) All area dedicated and accepted by a public authority; (ii) The Common Area; and (iii) Any portion of the Property owned by Declarant.

6.12 Fines and Damages Assessment.

6.12.1 Board Assessment. The Board may assess fines against an Owner for violations of the Restrictions which have been committed by an Owner, a Resident, or the Owner or Residents guests, agents or invitees. Any fine and/or charge levied in accordance with this Section 6.12 will be considered an Individual Assessment pursuant to this Declaration.

Each day of violation may be considered a separate violation if the violation continues after written notice to the Owner. The Board may assess damage charges against an Owner for pecuniary loss to the Association from property damage or destruction of Common Area or any facilities caused by the Owner, Resident, or their guests, agents, or invitees. The Manager will have authority to send notices to alleged violators, informing them of their violations and asking them to comply with the Rules and Regulations and/or informing them of potential or probable fines or damage assessments. The Board may from time to time adopt a schedule of fines.

olations and asking them to comply with the Rules and Regulations and/or informing them of potential or probable fines or damage assessments. The Board may from time to time adopt a schedule of fines.

6.12.2 Lien Created. The payment of each fine and/or damage charge levied by the Board against the Owner of a Lot is, together with interest as provided in Section 6.9 hereof and all costs of collection, including attorney's fees as herein provided, secured by the lien granted to the Association pursuant to Section 6.1.2 of this Declaration. The fine and/or damage charge will be considered an Assessment for the purpose of this Article and will be enforced in accordance with the terms and provisions governing the enforcement of assessments pursuant to this Article 6.

ARTICLE 7 ARCHITECTURAL CONTROL COMMITTEE Declarant has a substantial interest in ensuring that Improvements within the Property maintain and enhance Declarant's reputation as a community developer and do not impair Declarant's ability to market and sell all or any portion of the Property. Until Declarant has delegated its right to appoint and remove all members of the ACC to the Board as provided in Section 7.2.1 below, the ACC will be acting solely in Declarant's interest and will owe no duty to any other Owner or the Association. Notwithstanding any provision in this Declaration to the contrary, Declarant may appoint a single person to exercise the rights of the ACC.

42 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 48 of 105 7.1 Construction of Improvements. No Improvement may be erected, placed, constructed, painted, altered, modified or remodeled on any Lot, and no Lot may be

79-6475v.6 63188-5 2021068709 Page 48 of 105 7.1 Construction of Improvements. No Improvement may be erected, placed, constructed, painted, altered, modified or remodeled on any Lot, and no Lot may be re-subdivided or consolidated with other Lots or Property, by anyone other than Declarant without the prior written approval of the ACC.

7.2 Architectural Control Committee.

7.2.1 Composition. The ACC will be composed of not more than three (3) persons (who need not be Members or Owners) appointed as provided below, who will review Improvements proposed to be made by any Owner other than Declarant. Declarant will have the right to appoint and remove (with or without cause) all members of the ACC. Declarant may assign its right to appoint all members of the ACC to the Association by Recorded written instrument, and thereafter, the Board will have the right to appoint and remove (with or without cause) all members of the ACC. Any assignment by Declarant of the right to appoint and remove all members of the ACC may be withdrawn until expiration of twenty-four (24) months after the expiration of the Development Period. If Declarant withdraws its assignment of the right to appoint and remove all members of the ACC, then on the date of such withdrawal, Declarant will have the right to appoint and remove (with or without cause) all members of the ACC. Declarant's right to appoint all members of the ACC will automatically be assigned to the Association upon the expiration of twenty-four (24) months after the expiration of the Development Period. Declarant, at its option, may create and assign specific duties and responsibilities to one or more sub-committees consisting of members and/or nonmembers of the ACC. In the event responsibilities and duties are assigned to a

may create and assign specific duties and responsibilities to one or more sub-committees consisting of members and/or nonmembers of the ACC. In the event responsibilities and duties are assigned to a sub-committee, those responsibilities and duties will no longer be discharged by the ACC unless the sub-committee exercising such duties and responsibilities is dissolved by Declarant.

The right to create, dissolve, and appoint members of such sub-committees will reside exclusively with Declarant until such time as Declarant has assigned its right to appoint members of the ACC to the Association. The ACC will have the right to employ consultants and advisors as it deems necessary or appropriate.

7.2.2 Submission and Approval of Plans and Specifications. Construction plans and specifications or, when an Owner desires solely to re-subdivide or consolidate Lots, a proposal for such re-subdivision or consolidation, will be submitted in accordance with the Design Guidelines, if any, or any additional rules adopted by the ACC together with any review fee which is imposed by the ACC in accordance with Section 7.2.3 to the ACC at the offices of Declarant, at such address as may hereafter be designated in writing from time to time. No re-subdivision or consolidation will be made, nor any Improvement placed or allowed on any Lot, until the plans and specifications and the builder which the Owner intends to use to construct the proposed structure or Improvement have been approved in writing by a Majority of the members of the ACC. The ACC may, in reviewing such plans and specifications consider any information that it deems proper; including, without limitation, any permits, environmental impact statements or percolation tests that may be required by the ACC or any other entity; and

consider any information that it deems proper; including, without limitation, any permits, environmental impact statements or percolation tests that may be required by the ACC or any other entity; and harmony of external design and location in relation to surrounding structures, topography, 43 4843-8779-6475v.6 63188-5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 49 of 105 vegetation, and finished grade elevation. The ACC may postpone its review of any plans and specifications submitted for approval pending receipt of any information or material which the ACC, in its sole discretion, may require. Site plans must be approved by the ACC prior to the clearing of any Lot, or the construction of any Improvements. The ACC may refuse to approve plans and specifications for proposed Improvements, or for the re-subdivision or consolidation of any Lot on any grounds that, in the sole and absolute discretion of the ACC, are deemed sufficient, including, but not limited to, purely aesthetic grounds.

7.2.3 Design Guidelines. Declarant shall have the right, but shall have no obligation to, adopt Design Guidelines and, during the Development Period, will have the power from time to time, to adopt (unless previously adopted by Declarant), amend, modify, or supplement the Design Guidelines, if any. Upon expiration or termination of the Development Period, the ACC, or any sub-committee thereof created pursuant to Section 7.2.1, will have the power from time to time, to adopt (if not previously adopted by Declarant), to amend, modify, or supplement the Design Guidelines, if any; provided, however, that any amendment to the Design Guidelines made by a sub-committee will only apply to the Improvements under the

nt), to amend, modify, or supplement the Design Guidelines, if any; provided, however, that any amendment to the Design Guidelines made by a sub-committee will only apply to the Improvements under the jurisdiction of such sub-committee, and during the Development Period, any such amendment, modification or supplement must be approved in advance and in writing by the Declarant. In the event of any conflict between the terms and provisions of the Design Guidelines, if any, and the terms and provisions of this Declaration, the terms and provisions of this Declaration will control. In addition, the ACC will have the power and authority to impose a fee for the review of plans, specifications and other documents and information submitted to it pursuant to the terms of this Declaration. Such charges will be held by the ACC and used to defray the administrative expenses incurred by the ACC in performing its duties hereunder; provided, however, that any excess funds held by the ACC will be distributed to the Association at the end of each calendar year. The ACC will not be required to review any plans until a complete submittal package, as required by this Declaration and the Design Guidelines, is assembled and submitted to the ACC. The ACC will have the authority to adopt such additional procedural and substantive rules and guidelines (including, without limitation, the imposition of any requirements for certificates of compliance or completion relating to any Improvement and the right to approve in advance any contractor selected for the construction of Improvements), not in conflict with this Declaration, as it may deem necessary or appropriate in connection with the performance of its duties hereunder.

7.2.4 Actions of the Architectural Control Committee. The ACC may, by

onflict with this Declaration, as it may deem necessary or appropriate in connection with the performance of its duties hereunder.

7.2.4 Actions of the Architectural Control Committee. The ACC may, by resolution unanimously adopted in writing, designate one or more of its members, or an agent acting on its behalf, to take any action or perform any duties for and on behalf of the ACC, except the granting of variances. In the absence of such designation, the vote of a Majority of all of the members of the ACC taken at a duly constituted meeting will constitute an act of the ACC.

7.2.5 Failure to Act. In the event that any plans and specifications are submitted to the ACC as provided herein, and the ACC fails either to approve or reject such 44 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 50 of 105 plans and specifications for a period of sixty (60) days following such submission, rejection of such plans and specifications by the ACC will be presumed. In furtherance, and not in limitation, of the foregoing, any failure of the ACC to act upon a request for a variance will not be deemed a consent to such variance, and the ACC's written approval of all requests for variances will be expressly required.

7.2.6 Variances. The ACC may grant variances, in its sole and absolute discretion, from compliance with any of the provisions of the Design Guidelines, if any, or this Declaration. All variances must be evidenced in writing and must be signed by at least a Majority of the members of the ACC. Each variance must also be Recorded; provided however, that failure to record a variance will not affect the validity thereof or give rise to any claim or

t least a Majority of the members of the ACC. Each variance must also be Recorded; provided however, that failure to record a variance will not affect the validity thereof or give rise to any claim or cause of action against the ACC, including the Declarant or its designee, the Association, or the Board. If a variance is granted, no violation of the covenants, conditions, or restrictions contained in this Declaration or the Design Guidelines, if any, will be deemed to have occurred with respect to the matter for which the variance was granted. The granting of such variance will not operate to waive or amend any of the terms and provisions of this Declaration or the Design Guidelines, if any, for any purpose except as to the particular property and in the particular instance covered by the variance, and such variance will not be considered to establish a precedent for any future waiver, modification, or amendment of the terms and provisions of this Declaration or the Design Guidelines, if any.

7.2.7 Duration of Approval. The approval of the ACC of any plans and specifications, and any variances granted by the ACC, will be valid for a period of one hundred twenty (120) days only. If construction in accordance with such plans and specifications or variance is not commenced within such one hundred twenty (120) day period and diligently prosecuted to completion within either: (i) one year after issuance of approval of such plans and specifications; or (ii) such other period thereafter as determined by the ACC, in its sole and absolute discretion, the Owner will be required to resubmit such plans and specifications or request for a variance to the ACC, and the ACC will have the authority to re-evaluate such

in its sole and absolute discretion, the Owner will be required to resubmit such plans and specifications or request for a variance to the ACC, and the ACC will have the authority to re-evaluate such plans and specifications in accordance with this Section 7.2.7 and may, in addition, consider any change in circumstances which may have occurred since the time of the original approval.

7.2.8 No Waiver of Future Approvals. The approval of the ACC to any plans or specifications for any work done or proposed in connection with any matter requiring the approval or consent of the ACC will not be deemed to constitute a waiver of any right to withhold approval or consent as to any plans and specifications on any other matter, subsequently or additionally submitted for approval by the same or a different person, nor will such approval or consent be deemed to establish a precedent for future approvals by the ACC.

Non-Liability of Committee Members. NEITHER DECLARANT, THE BOARD, THE ARCHITECTURAL CONTROL COMMITTEE, NOR ANY MEMBER WILL BE LIABLE TO ANY OWNER OR TO ANY OTHER PERSON FOR ANY LOSS, DAMAGE OR 7.2.9 45 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 51 of 105 INJURY ARISING OUT OF THE PERFORMANCE OF THE ARCHITECTURAL CONTROL COMMITTEE'S DUTIES UNDER THIS DECLARATION.

ARTICLE 8 MORTGAGE PROVISIONS The following provisions are for the benefit of holders, insurers and guarantors of first Mortgages on Lots within the Property. The provisions of this Article apply to this Declaration and the Bylaws of the Association.

8.1 Notice of Action. An institutional holder, insurer, or guarantor of a first Mortgage which provides a written request to the Association (such request to state the name

Bylaws of the Association.

8.1 Notice of Action. An institutional holder, insurer, or guarantor of a first Mortgage which provides a written request to the Association (such request to state the name and address of such holder, insurer, or guarantor and the street address of the Lot to which its Mortgage relates (thereby becoming an "Eligible Mortgage Holder"), will be entitled to timely written notice of: 8.2 (i) Any condemnation loss or any casualty loss which affects a material portion of the Property or which affects any Lot on which there is an eligible Mortgage held, insured, or guaranteed by such Eligible Mortgage Holder; (ii) Any delinquency in the payment of assessments or charges owed for a Lot subject to the Mortgage of such Eligible Mortgage Holder, where such delinquency has continued for a period of sixty (60) days, or any other violation of the Restrictions relating to such Lot or the Owner or Resident which is not cured within sixty (60) days; or (iii) Any lapse, cancellation, or material modification of any insurance policy maintained by the Association.

Examination of Books. The Association will permit Mortgagees to examine the books and records of the Association during normal business hours.

8.3 Taxes, Assessments and Charges. All taxes, assessments and charges that may become liens prior to first lien mortgages under Applicable Law will relate only to the individual Lots and not to any other portion of the Property.

9.1 ARTICLE 9 GENERAL PROVISIONS Term. The terms, covenants, conditions, restrictions, easements, charges, and liens set out in this Declaration will run with and bind the Property, and will inure to the benefit of and be enforceable by the Association, and every Owner, including Declarant, and their

rges, and liens set out in this Declaration will run with and bind the Property, and will inure to the benefit of and be enforceable by the Association, and every Owner, including Declarant, and their respective legal representatives, heirs, successors, and assigns, for a term beginning on the date 46 4843-8779-6475v.6 63188-5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 52 of 105 this Declaration is Recorded, and continuing through and including January 1, 2071, after which time this Declaration will be automatically extended for successive periods of ten (10) years unless a change (the word "change" meaning a termination, or change of term or renewal term) is approved in a resolution adopted by Members entitled to cast at least sixty-seven percent (67%) of the total number of votes of the Association, voting in person or by proxy at a meeting duly called for such purpose, written notice of which will be given to all Members at least thirty (30) days in advance and will set forth the purpose of such meeting; provided, however, that such change will be effective only upon the Recording of a certified copy of such resolution.

The foregoing sentence shall in no way be interpreted to mean sixty-seven percent (67%) of a quorum as established pursuant to the Bylaws. Notwithstanding any provision in this Section 9.1 to the contrary, if any provision of this Declaration would be unlawful, void, or voidable by reason of any Applicable Law restricting the period of time that covenants on land may be enforced, such provision will expire twenty-one (21) years after the death of the last survivor of the now living, as of the date of the Recording of this document, descendants of Elizabeth II, Queen of England.

9.2

provision will expire twenty-one (21) years after the death of the last survivor of the now living, as of the date of the Recording of this document, descendants of Elizabeth II, Queen of England.

9.2 Eminent Domain. In the event it becomes necessary for any public authority to acquire all or any part of the Common Area for any public purpose during the period this Declaration is in effect, the Board is hereby authorized to negotiate with such public authority for such acquisition and to execute instruments necessary for that purpose. Should acquisitions by eminent domain become necessary, only the Board need be made a party, and in any event the proceeds received will be held by the Association for the benefit of the Owners. In the event any proceeds attributable to acquisition of Common Area are paid to Owners, such payments will be allocated on the basis of Assessment Units and paid jointly to the Owners and the holders of Mortgages or deeds of trust on the respective Lot.

9.3 Amendment. This Declaration may be amended or terminated by the Recording of an instrument executed and acknowledged by: (i) Declarant acting alone; or (ii) by the president and secretary of the Association setting forth the amendment and certifying that such amendment has been approved by Declarant (until expiration or termination of the Development Period) and Members entitled to cast at least sixty-seven percent (67%) of the total number of votes entitled to be cast by members of the Association. The foregoing sentence shall in no way be interpreted to mean sixty-seven percent (67%) of a quorum as established pursuant to the Bylaws. No amendment will be effective without the written consent of Declarant, its successors or assigns, during the Development Period. No amendment may affect

quorum as established pursuant to the Bylaws. No amendment will be effective without the written consent of Declarant, its successors or assigns, during the Development Period. No amendment may affect Declarant's rights under this Declaration without Declarant's written and acknowledged consent, which must be part of the Recorded amendment instrument.

9.4 Roadway and Utility Easements. Declarant reserves the right to create, locate, relocate, construct, erect, and maintain or cause to be created, located, relocated, constructed, erected, and maintained in and on any portion of the Property then owned by Declarant or any streets maintained by the Association, or areas conveyed to the Association, or areas reserved or held as Common Area, roadways, sewer lines, water lines, electrical lines and conduits, and 4843-8779-6475v.6 63188-5 47 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 53 of 105 other pipelines, conduits, wires, and any public utility function beneath or above the surface of the ground with the right of access to the same at any time for the purposes of repair and maintenance.

9.5 Enforcement. The Association and the Declarant will have the right to enforce, by a proceeding at law or in equity, the Restrictions. The Association and/or the Declarant may initiate, defend, or intervene in any action brought to enforce any provision of the Restrictions.

Such right of enforcement will include both damages for and injunctive relief against the breach of any provision hereof. Every act or omission whereby any provision of the Restrictions is violated, in whole or in part, is hereby declared to be a nuisance and may be enjoined or abated by any Owner of a Lot (at such Owner's own expense), Declarant or the Association. Any

Restrictions is violated, in whole or in part, is hereby declared to be a nuisance and may be enjoined or abated by any Owner of a Lot (at such Owner's own expense), Declarant or the Association. Any violation of any Applicable Law pertaining to the ownership, occupancy, or use of any portion of the Property is hereby declared to be a violation of this Declaration and subject to all of the enforcement procedures set forth herein. Failure to enforce any right, provision, covenant, or condition set forth in the Restrictions will not constitute a waiver of the right to enforce such right, provision, covenants or condition in the future. Failure of the Declarant or the Association to enforce the terms and provisions of the Restrictions shall in no event give rise to any claim or liability against the Declarant, the Association, or any of their partners, directors, officers, or agents.

9.6 Declarant Fine Authority. During the Development Period, Declarant may assess fines against an Owner for violations of the Restrictions which have been committed by an Owner, a Resident, or any guests, agents, family members, or invitees of an Owner or Resident. The Declarant uses fines to discourage violations of the Restrictions, and to encourage compliance when a violation occurs - not to punish violators or generate revenue for the Declarant. Although a fine may be an effective and efficient remedy for certain types of violations or violators, it is only one of several methods available to the Declarant for enforcing the Restrictions. The Declarant may from time to time adopt a schedule of fines. If the violation of the Restrictions is ongoing or continuous, the fine may be assessed on a periodic basis (such

rcing the Restrictions. The Declarant may from time to time adopt a schedule of fines. If the violation of the Restrictions is ongoing or continuous, the fine may be assessed on a periodic basis (such as daily, monthly, or quarterly). If the violation is not ongoing, but is instead sporadic or periodic, the fine may be levied on a per occurrence basis. An Owner is liable for fines levied by the Declarant for violations of the Restrictions by the Owner, a Resident, or any guests, agents, family members or invitees of the Owner or Resident. Regardless of who commits the violation, the Declarant will direct its communications to the Owner, although the Declarant may send copies of its notices to the Residents.

9.7 Higher Authority. The terms and provisions of this Declaration are subordinate to Applicable Law. Generally, the terms and provisions of this Declaration are enforceable to the extent they do not violate or conflict with Applicable Law.

9.8 Severability. If any provision of this Declaration is held to be invalid by any court of competent jurisdiction, such invalidity will not affect the validity of any other provision 48 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 54 of 105 of this Declaration, or, to the extent permitted by Applicable Law, the validity of such provision as applied to any other person or entity.

9.9 Conflicts. If there is any conflict between the provisions of this Declaration, the Certificate, the Bylaws, or any Rules and Regulations adopted pursuant to the terms of such documents, the provisions of this Declaration, the Certificate, the Bylaws, and the Rules and Regulations, in such order, will govern.

9.10 Gender. Whenever the context so requires, all words herein in the male gender

ovisions of this Declaration, the Certificate, the Bylaws, and the Rules and Regulations, in such order, will govern.

9.10 Gender. Whenever the context so requires, all words herein in the male gender will be deemed to include the female or neuter gender, all singular words will include the plural, and all plural words will include the singular.

9.11 Acceptance by Owners. Each Owner of a Lot or other real property interest in the Property, by the acceptance of a deed of conveyance, or each subsequent purchaser, accepts the same subject to all terms, restrictions, conditions, covenants, reservations, easements, liens and charges, and the jurisdiction rights and powers created or reserved by this Declaration or to whom this Declaration is subject, and all rights, benefits and privileges of every character hereby granted, created, reserved or declared. Furthermore, each Owner agrees that no assignee or successor to Declarant hereunder will have any liability for any act or omission of Declarant which occurred prior to the effective date of any such succession or assignment. All impositions and obligations hereby imposed will constitute covenants running with the land within the Property, and will bind any person having at any time any interest or estate in the Property, and will inure to the benefit of each Owner in like manner as though the provisions of this Declaration were recited and stipulated at length in each and every deed of conveyance.

9.12 Damage and Destruction. The Association shall undertake the following actions subsequent to damage or destruction to all or any part of the Common Area covered by insurance: 9.12.1 Claims. Promptly after damage or destruction by fire or other casualty to

e the following actions subsequent to damage or destruction to all or any part of the Common Area covered by insurance: 9.12.1 Claims. Promptly after damage or destruction by fire or other casualty to all or any part of the Common Area covered by insurance, the Board, or its duly authorized agent, will proceed with the filing and adjustment of all claims arising under such insurance and obtain reliable and detailed estimates of the cost of repair of the damage. Repair, as used in this Section 9.12.1, means repairing or restoring the Common Area to substantially the same condition as existed prior to the fire or other casualty.

9.12.2 Repair Obligations. Any damage to or destruction of the Common Area will be repaired unless a Majority of the Board decides within sixty (60) days after the casualty not to repair. If for any reason either the amount of the insurance proceeds to be paid as a result of such damage or destruction, or reliable and detailed estimates of the cost of repair, or both, are not made available to the Association within said period, then the period will be extended until such information will be made available.

4843-8779-6475v.6 63188-5 49 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 55 of 105 9.12.3 Restoration. In the event that it should be determined by the Board that the damage or destruction of the Common Area will not be repaired and no alternative Improvements are authorized, then the affected portion of the Common Area will be restored to its natural state and maintained as an undeveloped portion of the Common Area by the Association in a neat and attractive condition.

9.12.4 Special Assessment. If insurance proceeds are paid to restore or repair

state and maintained as an undeveloped portion of the Common Area by the Association in a neat and attractive condition.

9.12.4 Special Assessment. If insurance proceeds are paid to restore or repair any damaged or destroyed Common Area, and such proceeds are not sufficient to defray the cost of such repair or restoration, the Board may levy a Special Assessment, as provided in Article 6, against all Owners. Additional Assessments may be made in like manner at any time during or following the completion of any repair.

9.12.5 Proceeds Payable to Owners. In the event that any proceeds of insurance policies are paid to Owners as a result of any damage or destruction to any Common Area, such payments will be allocated based on Assessment Units and paid jointly to the Owners and the holders of Mortgages or deeds of trust on their Lots.

9.13 No Partition. Except as may be permitted in this Declaration or amendments thereto, no physical partition of the Common Area or any part thereof will be permitted, nor will any person acquiring any interest in the Property or any part thereof seek any such judicial partition unless the portion of the Property or Common Area in question has been removed from the provisions of this Declaration pursuant to Section 11.4 below. This Section 9.13 will not be construed to prohibit the Board from acquiring and disposing of tangible personal property or from acquiring title to real property that may or may not be subject to this Declaration.

9.14 Notices. Any notice permitted or required to be given to any person by this Declaration will be in writing and may be delivered either personally or by mail, or as otherwise required by Applicable Law. If delivery is made by mail, it will be deemed to have

any person by this Declaration will be in writing and may be delivered either personally or by mail, or as otherwise required by Applicable Law. If delivery is made by mail, it will be deemed to have been delivered on the third (3rd) day (other than a Sunday or legal holiday) after a copy of the same has been deposited in the United States mail, postage prepaid, addressed to the person at the address given by such person to the Association for the purpose of service of notices. Such address may be changed from time to time by notice in writing given by such person to the Association.

9.15 View Impairment. Neither Declarant nor the Association guarantee or represent that any view over and across the Lots, or any open space or Common Area within the Property will be preserved without impairment. Neither the Declarant, the ACC, nor the Association shall have any obligation to relocate, prune, thin trees or perform other landscaping. The Association (with respect to any Common Area) will have the right to add trees and other landscaping from time to time, subject to Applicable Law. There shall be no express or implied easements for view purposes or for the passage of light and air.

50 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 56 of 105 9.16 Safety and Security. Each Owner and Resident of a Lot, and their respective guests and invitees, shall be responsible for their own personal safety and the security of their property within the Property and the Common Area. The Association may, but shall not be obligated to, maintain or support certain activities within the Property and the Common Area designed to promote or enhance the level of safety or security which each person provides for

shall not be obligated to, maintain or support certain activities within the Property and the Common Area designed to promote or enhance the level of safety or security which each person provides for himself or herself and his or her property. However, neither the Association nor Declarant shall in any way be considered insurers or guarantors of safety or security within the Property or the Common Area, nor shall either be held liable for any loss or damage by reason of failure to provide adequate security or ineffectiveness of security measures undertaken.

No representation or warranty is made that any systems or measures, including security monitoring systems or any mechanism or system for limiting access to the Property or the Common Area, cannot be compromised or circumvented; or that any such system or security measures undertaken will in all cases prevent loss or provide the detection or protection for which the system is designed or intended. Each Owner acknowledges, understands, and shall be responsible for informing any Residents of such Owner's Lot that the Association, its Board and committees, and the Declarant are not insurers or guarantors of security or safety and that each person within the Property assumes all risks of personal injury and loss or damage to the property, including any residences or Improvements constructed upon any Lot and the contents thereof, resulting from acts of third parties.

9.17 Notice Concerning Mineral Reservation. Each Owner is hereby informed that Declarant has conveyed to an affiliated entity all right, title and interest, if any, of Declarant in all minerals, resources, and groundwater, including but not limited to oil, gas and hydrocarbons, in, on or under, and/or that may be produced from, the Property. The

interest, if any, of Declarant in all minerals, resources, and groundwater, including but not limited to oil, gas and hydrocarbons, in, on or under, and/or that may be produced from, the Property. The conveyance instrument (the "Mineral Deed") includes a provision whereby the owner of the minerals, resources and groundwater, if any, conveyed by such Mineral Deed will not be permitted to use the surface of the Property (to a depth of thirty feet below the finished grade of the Property) for the purpose of exploring for, developing or producing such minerals, resources and groundwater on and after the date of the first conveyance of a completed residence on the Property (the "Surface Waiver"). This Surface Waiver applies only to the interest, if any, in the minerals, resources and groundwater conveyed by the Mineral Deed.

(The minerals, resources and groundwater, or some portion thereof or some interest therein, may have been conveyed or reserved by third parties prior to Declarant's conveyance to its affiliate, and any such portion or interest would not be affected by the Surface Waiver contained in the Mineral Deed. No representation or warranty, express or implied, is made as to the ownership of the minerals, resources and groundwater or any portion thereof or any interest therein. Further, no representation or warranty, express or implied, is made with respect to whether the owner(s), if any, of any interest in or portion of the minerals, resources and groundwater not conveyed by the Mineral Deed has/have waived their rights to use the surface of the Property or the terms of any such waiver of surface rights.) The Surface Waiver in the Mineral Deed does not prevent the owner of the minerals, resources, and groundwater

hts to use the surface of the Property or the terms of any such waiver of surface rights.) The Surface Waiver in the Mineral Deed does not prevent the owner of the minerals, resources, and groundwater conveyed by the Mineral Deed from exploring, developing, drilling, producing, withdrawing, 4843-8779-6475v.6 63188-5 51 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 57 of 105 capturing, pumping, extracting, mining or transporting the minerals, resources, and groundwater by pooling, unitization, directional drilling or any other manner or method that does not require entry upon the surface of the Property. Each Owner should carefully review the title commitment delivered in connection with its acquisition of a Lot to determine the full extent to which the Mineral Deed and any other mineral conveyances affect the Lots and the Property. In addition, if this Declaration includes a prohibition against mineral, resource, and/or groundwater extraction, drilling, or mining, such provision is not binding on the owner(s) of the minerals, resources and groundwater.

9.18 Acknowledgment of Location of Drill Site and Pipeline and No Duty to Notify. Some of the Lots are or may be adjacent to or near one or more drill sites (whether one or more, the “Drill Site") and one or more pipelines, pipeline right-of-ways and/or pipeline easements (whether one or more, the "Pipeline") may be located near or within the Property.

Declarant does not own the Drill Site or Pipeline and does not control use of the Drill Site or Pipeline. In connection with the Drill Site and/or Pipeline: (1) there may be existing or abandoned wells, pipelines, equipment and/or facilities for the exploration, extraction and/or

e Drill Site or Pipeline. In connection with the Drill Site and/or Pipeline: (1) there may be existing or abandoned wells, pipelines, equipment and/or facilities for the exploration, extraction and/or transportation of oil, natural gas, petroleum products or other gases or liquids located near or within the Drill Site and/or Pipeline; (2) there may be wells, pipelines, equipment and/or facilities placed near or within the Drill Site and/or Pipeline in the future; (3) portions of the Property within or near the Drill Site and/or the Pipeline may have restrictions and/or prohibitions on landscaping, planting of trees, fencing, paving, buildings, pools, sheds, or other improvements; (4) the owner(s) of the Drill Site and/or Pipeline may have access rights within the Property to the Drill Site, Pipeline, wells, equipment and facilities to operate, inspect, install, maintain, repair, and/or remove pipelines, wells, equipment and facilities from time to time and at any time; (5) damage to any portions of the Property within or near the Drill Site and/or Pipeline may not be repaired by the owner(s) of the Drill Site and/or Pipeline, and Declarant expressly disclaims responsibility to repair, or indemnify Owners and Residents against any such damage.

Each Owner is advised to (i) obtain a copy of Drill Site and Pipeline documents, if any, and review their terms, and (ii) note the location of any Drill Site, Pipeline and/or related equipment and facilities relative to the Property.

THE DRILL SITE AND/OR PIPELINE MAY BE LOCATED NEAR, ON OR WITHIN THE PROPERTY, AND THE PROPERTY AND THE COMMUNITY MAY BE NEGATIVELY AFFECTED BY THE SAME.

Neither Declarant nor any employee or agent thereof makes any representations,

AY BE LOCATED NEAR, ON OR WITHIN THE PROPERTY, AND THE PROPERTY AND THE COMMUNITY MAY BE NEGATIVELY AFFECTED BY THE SAME.

Neither Declarant nor any employee or agent thereof makes any representations, statements or assurances regarding the potential negative impacts on the Property as a result of any of the foregoing matters. This notice (i) is not intended to, and does not, constitute a full disclosure of all conditions that might affect the Property, and (ii) does not impose upon Declarant any duty or obligation to make any further or future disclosures to Owners, Residents or their family members concerning the Property, and (iii) does not relieve Owners from their 4843-8779-6475v.6 63188-5 52 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 58 of 105 obligation to investigate the Property to satisfy themselves that the Property is satisfactory to Owner.

By purchasing a Lot, Owner shall accept the obligations and consequences of ownership of the Lot, including the risk that any Drill Site, Pipeline, well, equipment and/or facilities may or may not be present on the Lot and/or within the Property. Owner shall release Declarant from any and all claims, complaints, causes of action, loss, damage or other liability, arising out of, caused by, or in connection with the existence of any Drill Site, Pipeline, well, equipment and/or facilities on such Owner's Lot and/or within the Property. Owner acknowledges that no representative or agent of Declarant has made any statement, representation or assurance regarding any Drill Site, Pipeline, well, equipment and/or facilities. Owner further acknowledges that Declarant has no duty or obligation to provide any further information to Owner regarding the subject matter in this Section 9.18.

e, well, equipment and/or facilities. Owner further acknowledges that Declarant has no duty or obligation to provide any further information to Owner regarding the subject matter in this Section 9.18.

OWNER ACKNOWLEDGES THAT, (a) DECLARANT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENT, SUBSIDIARIES, AFFILIATES, HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE “DECLARANT PARTIES") ARE NOT RESPONSIBLE FOR ANY DRILL SITE, PIPELINE OR ANY HYDROCARBON OR RELATED SUBSTANCES FROM ANY DRILL SITE, PIPELINE THAT MAY PRESENTLY OR AT ANY TIME IN THE FUTURE CONTAMINATE THE SOIL OR GROUNDWATER IN THE PROPERTY, AND (b) OWNER AND OWNER'S HEIRS, SUCCESSORS, ASSIGNS AND LEGAL REPRESENTATIVES (THE “OWNER PARTIES") SHALL RELEASE THE DECLARANT PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES, COSTS, INJURIES, OR DAMAGES THAT THE OWNER PARTIES MAY HAVE, AT ANY TIME, THAT ARE IN ANY WAY RELATED TO ANY DRILL SITE, PIPELINE, INCLUDING WITHOUT IMPLIED LIMITATIONS, (i) ANY EASEMENTS OR ACCESS RELATED TO ANY DRILL SITE OR PIPELINE, AND (ii) ANY DRILL SITE OR PIPELINE EFFECTS, PRESENT OR FUTURE, ON THE HEALTH, SAFETY OR WELFARE OF THE OWNER PARTIES, THE LOT (INCLUDING THE VALUE THEREOF), OR ANY OTHER AREAS WITHIN OR AROUND THE LOT OR THE PROPERTY.

ARTICLE 10 EASEMENTS 10.1 Right of Ingress and Egress. Declarant, its agents, employees, designees, successors and assigns will have a right of ingress and egress over and the right of access to the Common Area to the extent necessary to use the Common Area and the right to such other temporary uses of the Common Area as may be required or reasonably desirable (as determined by Declarant in its sole discretion) in connection with the construction and development of the Property. The Property shall be subject to a perpetual non-exclusive

reasonably desirable (as determined by Declarant in its sole discretion) in connection with the construction and development of the Property. The Property shall be subject to a perpetual non-exclusive easement for the installation and maintenance of, including the right to read meters, service or repair lines and equipment, and to do everything and anything necessary to properly maintain and furnish the Community Systems and the facilities pertinent and necessary to the same, 4843-8779-6475v.6 63188-5 53 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 59 of 105 which easement shall run in favor of Declarant. Declarant shall have the right, but not the obligation, to install and provide the Community Systems and to provide the services available through the Community Systems to any and all Lots within the Property. Neither the Association nor any Owner shall have any interest therein. Any or all of such services may be provided either directly through the Association and paid for as part of the Assessments or directly to Declarant, any affiliate of Declarant, or a third party, by the Owner who receives the services. The Community Systems shall be the property of Declarant unless transferred by Declarant, whereupon any proceeds of such transfer shall belong to Declarant. Declarant shall have the right but not the obligation to convey, transfer, sell or assign all or any portion of the Community Systems or all or any portion of the rights, duties or obligations with respect thereto, to the Association or to any person or entity. The rights of Declarant with respect to the Community Systems installed by Declarant and the services provided through such Community Systems are exclusive, and no other person or entity may provide such services

f Declarant with respect to the Community Systems installed by Declarant and the services provided through such Community Systems are exclusive, and no other person or entity may provide such services through the Community Systems installed by Declarant without the prior written consent of Declarant. In recognition of the fact that interruptions in cable television and other Community Systems services will occur from time to time, no person or entity described above shall in any manner be liable, and no user of any Community System shall be entitled to any refund, rebate, discount or offset in applicable fees, for any interruption in Community Systems services, regardless of whether or not same is caused by reasons within the control of the then-provider of such services.

10.2 Reserved Easements. All dedications, limitations, restrictions and reservations shown on any Plat and all grants and dedications of easements, rights-of-way, restrictions and related rights made by Declarant or any third party prior to the Property becoming subject to this Declaration are incorporated herein by reference and made a part of this Declaration for all purposes as if fully set forth herein, and will be construed as being adopted in each and every contract, deed or conveyance executed or to be executed by or on behalf of Declarant. Declarant reserves the right to relocate, make changes in, and additions to said easements, rights-of-way, dedications, limitations, reservations and grants for the purpose of most efficiently and economically developing the Property.

10.3 Utility Easements. Declarant, during the Development Period, and the Board thereafter, may grant easements over and across the Lots and Common Areas to the extent

mically developing the Property.

10.3 Utility Easements. Declarant, during the Development Period, and the Board thereafter, may grant easements over and across the Lots and Common Areas to the extent necessary or required to provide utilities to the Lots, Common Area and any other property owned by the Declarant; provided, however, that such easements do not unreasonably interfere with the use of any residence for residential purposes. A company or entity, public or private, furnishing utility service to the Property, is granted an easement over the Property, for ingress, egress, meter reading, installation, maintenance, repair, or replacement of utility lines and equipment, and to do anything else necessary to properly maintain and furnish utility service to the Property. Utilities may include, but are not limited to, water, sewer, trash removal, electricity, gas, telephone, electronic communications and internet, master or cable television and security.

4843-8779-6475v.6 63188-5 54 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 60 of 105 10.4 Subdivision Entry and Fencing Easement. Declarant reserves for itself and the Association, an easement over and across the Property and any Common Area for the installation, maintenance, repair or replacement of certain subdivision entry facilities, walls, and/or fencing which serves the Property, the Common Area or any other property owned by the Declarant. Declarant hereby reserves for itself and the Association an easement ("Fencing Easement") over and across the portion(s) of a wall or fence on Lots adjacent to any Common Area. Such portion(s) of a wall or fence shall be maintained by the Association as a common

sement ("Fencing Easement") over and across the portion(s) of a wall or fence on Lots adjacent to any Common Area. Such portion(s) of a wall or fence shall be maintained by the Association as a common expense. Declarant will have the right, from time to time, to Record a written notice which identifies subdivision entry facilities or fencing to which the Fencing Easement reserved hereunder applies. Declarant may designate all or any portion of the subdivision entry facilities as Common Area by Recorded written notice. The exercise of the easements reserved hereunder will not extend to permitting entry into any residence, nor will it unreasonably interfere with the use of any Lot or residence or Improvement constructed thereon.

10.5 Landscape and Monument Sign Easement. Declarant hereby reserves for itself and the Association, an easement over and across the Property and the Common Area for the installation, maintenance, repair or replacement of signs, landscaping, and/or monument signs which serve the Property, the Common Area or any other property owned by the Declarant.

Declarant will have the right, from time to time, to Record a written notice, which identifies those portions of the Property, Common Area or property owned by the Declarant to which the easement reserved hereunder applies. Declarant may designate all or any portion of the easement areas reserved hereunder as Common Area. The exercise of the easements reserved hereunder will not extend to permitting entry into any residence, nor will it unreasonably interfere with the use of any Lot or residence or Improvement constructed thereon.

10.6 Easement to Inspect and Right to Correct. For a period of ten (10) years after the

nce, nor will it unreasonably interfere with the use of any Lot or residence or Improvement constructed thereon.

10.6 Easement to Inspect and Right to Correct. For a period of ten (10) years after the expiration of the Development Period, Declarant reserves for itself and for the Declarant's architect, engineer, other design professionals, builder and general contractor the right, but not the duty, to inspect, monitor, test, redesign, correct, and relocate any structure, Improvement, or condition that may exist on any portion of the Property, including the Lots, and a perpetual nonexclusive easement of access throughout the Property to the extent reasonably necessary to exercise this right. The party exercising such rights will promptly repair, at its sole expense, any damage resulting from the exercise of this right. By way of illustration but not limitation, relocation of mechanical or electrical facilities may be warranted by a change of circumstance, imprecise siting of the original facilities, or the desire or necessity to comply more fully with Applicable Law. This Section 10.6 may not be construed to create a duty for Declarant, the Association, or any architect, engineer, other design professionals, builder or general contractor, and may not be amended without Declarant's advanced written consent. In support of this reservation, each Owner, by accepting an interest in or title to a Lot, hereby grants to Declarant an easement of access and entry over, across, under, and through the Property, including without limitation, all Common Areas and the Owner's Lot and all Improvements thereon for the purposes contained in this Section 10.6.

4843-8779-6475v.6 63188-5 55 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 61 of 105 10.7

and all Improvements thereon for the purposes contained in this Section 10.6.

4843-8779-6475v.6 63188-5 55 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 61 of 105 10.7 Shared Facilities Agreement. Certain adjacent property may be developed for residential, commercial and/or other uses (the “Adjacent Development"), and may share certain Common Area facilities, including entryways, monument signage, medians and roadways (the "Shared Facilities") with the Association. Declarant reserves the right to: (i) grant and convey easements to the owners(s) of the Adjacent Development and their guests and invitees (collectively, the "Adjacent Parties") over and across the Common Area which may be necessary or required to access, utilize and/or maintain the Shared Facilities and Adjacent Development; (ii) require the Association and the owner(s) of the Adjacent Development to share in the expenses associated with the use and maintenance of the Shared Facilities; and (iii) enter into one or more shared facilities and cost sharing agreements, by and on behalf of the Association, to govern the rights and responsibilities of both the Association and the Adjacent Parties with regard to use and maintenance of the Shared Facilities, to allocate costs for the operation, maintenance and reserves for the Shared Facilities between the Association and the owner(s) of the Adjacent Development and to grant easements for access and use of the Shared Facilities. Notwithstanding the foregoing, each Owner acknowledges and agrees that the Adjacent Parties may have access to certain Shared Facilities, including the roadways, at no cost to the Adjacent Parties.

11.1 ARTICLE 11 DEVELOPMENT RIGHTS Development by Declarant. It is contemplated that the Property will be

cess to certain Shared Facilities, including the roadways, at no cost to the Adjacent Parties.

11.1 ARTICLE 11 DEVELOPMENT RIGHTS Development by Declarant. It is contemplated that the Property will be developed pursuant to a plan, which may, from time to time, be amended or modified.

Declarant reserves the right, but will not be obligated, to pursue the development, construction and marketing of the Property, the right to direct the size, shape, and composition of the Property, the right to create and/or designate Lots and Common Areas and to subdivide all or any portion of the Property pursuant to the terms of this Section 11.1, subject to any limitations imposed on portions of the Property by any applicable Plat. These rights may be exercised with respect to any portions of the Property and the Common Area. As each area is developed or dedicated, Declarant may designate the use, classification and such additional covenants, conditions and restrictions as Declarant may deem appropriate for that area.

11.2 Special Declarant Rights. Notwithstanding any provision of this Declaration to the contrary, at all times, Declarant will have the right and privilege: (i) to erect and maintain advertising signs (illuminated or non-illuminated), sales flags, other sales devices and banners for the purpose of aiding the sale of Lots in the Property; (ii) to maintain Improvements upon Lots as sales, model, management, business and construction offices; and (iii) to maintain and locate construction trailers and construction tools and equipment within the Property and the Common Area. The construction, placement or maintenance of Improvements by Declarant will not be considered a nuisance, and Declarant hereby reserves the right and privilege for

n the Property and the Common Area. The construction, placement or maintenance of Improvements by Declarant will not be considered a nuisance, and Declarant hereby reserves the right and privilege for itself to conduct the activities enumerated in this Section 11.2 until twenty-four (24) months after expiration or termination of the Development Period.

4843-8779-6475v.6 63188-5 56 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 62 of 105 11.3 Addition of Land. Declarant may, at any time and from time to time, add additional lands to the Property. Upon the Recording of a notice of addition of land, such land will be considered part of the Property for purposes of this Declaration, and such added lands will be considered part of the Property subject to this Declaration and the terms, covenants, conditions, restrictions and obligations set forth in this Declaration, and the rights, privileges, duties and liabilities of the persons subject to this Declaration will be the same with respect to such added land as with respect to the lands originally covered by this Declaration. To add lands to the Property, Declarant will be required only to Record a notice of addition of land containing the following provisions: 11.4 (i) A reference to this Declaration, which reference will state the document number or volume and initial page number wherein this Declaration is Recorded; (ii) A statement that such land will be considered Property for purposes of this Declaration, and that all of the terms, covenants, conditions, restrictions and obligations of this Declaration will apply to the added land; and (iii) A legal description of the added land.

Withdrawal of Land. Declarant may, at any time and from time to time, reduce

rictions and obligations of this Declaration will apply to the added land; and (iii) A legal description of the added land.

Withdrawal of Land. Declarant may, at any time and from time to time, reduce or withdraw from the Property, and remove and exclude from the burden of this Declaration and the jurisdiction of the Association any portion of the Property. Upon any such withdrawal and removal this Declaration and the covenants, conditions, restrictions and obligations set forth herein will no longer apply to the portion of the Property withdrawn. To withdraw lands from the Property hereunder, Declarant will be required only to Record a notice of withdrawal of land containing the following provisions: 11.5 (i) A reference to this Declaration, which reference will state the document number or volume and initial page number wherein this Declaration is recorded; (ii) A statement that the provisions of this Declaration will no longer apply to the withdrawn land; and (iii) A legal description of the withdrawn land.

Notice of Plat Recordation. Declarant may, at any time and from time to time, file a notice of plat recordation (a “Notice of Plat Recordation"). A Notice of Plat Recordation is Recorded for the purpose of more clearly identifying specific Lots subject to the terms and provisions of this Declaration after portions of the Property is made subject to a Plat. Unless otherwise provide in the Notice of Plat Recordation, portions of the Property included in the Plat identified in the Notice of Plat Recordation, but not shown as a residential Lot on such Plat, shall be automatically withdrawn from the terms and provisions of this Declaration (without 57 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 63 of 105

automatically withdrawn from the terms and provisions of this Declaration (without 57 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 63 of 105 the necessity of complying with the withdrawal provisions set forth in Section 11.4). Declarant shall have no obligation to Record a Notice of Plat Recordation and failure to Record a Notice of Plat Recordation shall in no event remove any portion of the Property from the terms and provisions of this Declaration.

11.6 Assignment of Declarant's Rights. Notwithstanding any provision in this Declaration to the contrary, Declarant may, by written instrument, assign, in whole or in part, any of its privileges, exemptions, rights and duties under this Declaration to any person or entity and may permit the participation, in whole, in part, exclusively, or non-exclusively, by any other person or entity in any of its privileges, exemptions, rights and duties hereunder.

ARTICLE 12 DISPUTE RESOLUTION This Article 12 is intended to encourage the resolution of disputes involving the Property. A dispute regarding the Lots, Common Area, and/or Improvements can create significant financial exposure for the Association and its Members, interfere with the resale and refinancing of Lots, and increase strife and tension among the Owners, the Board and the Association's management. Since disputes may have a direct effect on each Owner's use and enjoyment of their Lot and the Common Area, this Article 12 requires Owner transparency and participation in certain circumstances. Transparency means that the Owners are informed in advance about a dispute, the proposed arrangement between the Association and a law firm or

transparency and participation in certain circumstances. Transparency means that the Owners are informed in advance about a dispute, the proposed arrangement between the Association and a law firm or attorney who will represent the Association in the dispute, and that each Owner will have an opportunity to participate in the decision-making process prior to initiating the dispute resolution process.

12.1 Introduction and Definitions. The Association, the Owners, Declarant, all persons subject to this Declaration, and each person not otherwise subject to this Declaration who agrees to submit to this Article 12 by written instrument delivered to the Claimant, which may include, but is not limited to, a Homebuilder, a general contractor, sub-contractor, design professional, or other person who participated in the design or construction of Lots, Common Area or any Improvement within, serving or forming a part of the Property (individually, a "Party" and collectively, the "Parties") agree to encourage the amicable resolution of disputes involving the Property and the Common Area to avoid the emotional and financial costs of litigation and arbitration if at all possible. Accordingly, each Party hereby covenants and agrees that this Article applies to all Claims as hereafter defined. This Article 12 may only be amended with the prior written approval of the Declarant, the Association (acting through a Majority of the Board), and Owners holding 100% of the votes in the Association. As used in this Article only, the following words, when capitalized, have the following specified meanings: 58 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 64 of 105 Party.

(i) "Claim" means:

when capitalized, have the following specified meanings: 58 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 64 of 105 Party.

(i) "Claim" means: (A) Claims relating to the rights and/or duties of Declarant, the Association, or the ACC, under the Restrictions.

(B) Claims relating to the acts or omissions of the Declarant, the Association or a Board member or officer of the Association during Declarant's control and administration of the Board, and any claim asserted against the ACC.

(C) Claims relating to the design, construction, repair, alteration or maintenance, or warranty with respect thereto of the Common Area or any Improvements located within or on the Property.

(ii) (iii) "Claimant" means any Party having a Claim against any other "Respondent" means any Party against which a Claim has been asserted by a Claimant.

Notwithstanding the foregoing, a Claim does not include and this Article does not apply to (i) a claim by the Association for Assessments or any action by the Association to collect Assessments, (ii) any action to enforce the easements, architectural control, maintenance and use restrictions or rules contained in this Declaration or the other governing documents, or (iii) a claim for or related to injuries to or the death of a person. Notwithstanding anything contained in this Article, any claim brought by an Owner related to the design or construction of a dwelling, a Lot or an improvement on a Lot will not be subject to this Article, but will be governed exclusively by the express or implied warranty provided by the Homebuilder or contractor which constructed such dwelling or improvement and any other agreements

t to this Article, but will be governed exclusively by the express or implied warranty provided by the Homebuilder or contractor which constructed such dwelling or improvement and any other agreements between the Owner of such Lot (or its predecessor in title) and such Homebuilder or contractor.

12.2 Mandatory Procedures. Claimant may not initiate any proceeding before any judge, jury, arbitrator or any judicial or administrative tribunal seeking redress of resolution of its Claim until Claimant has complied with the procedures of this Article. As provided in Section 12.8 below, a Claim must be resolved by binding arbitration.

12.3 Claim Affecting Common Areas. In accordance with Section 4.12 of this Declaration, the Association does not have the power or right to institute, defend, intervene in, settle, or compromise litigation, arbitration or other proceedings: (i) in the name of or on behalf of any Lot Owner (whether one or more); or (ii) pertaining to a Claim, as defined in Section 12.1 above, relating to the design or construction of Improvements on a Lot (whether one or more).

Additionally, no Lot Owner shall have the power or right to institute, defend, intervene in, settle or compromise litigation, arbitration or other proceedings relating to the design or construction of the Common Area. Each Lot Owner, by accepting an interest in or to title to a 59 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 65 of 105 Lot, hereby grants to the Association the exclusive right to institute, defend, intervene in, settle or compromise litigation, arbitration or other proceedings relating to the design or construction of the Common Area. In the event the Association asserts a Claim related to the Common Area,

n, settle or compromise litigation, arbitration or other proceedings relating to the design or construction of the Common Area. In the event the Association asserts a Claim related to the Common Area, as a precondition to providing the Notice defined in Section 12.5, initiating the mandatory dispute resolution procedures set forth in this Article 12, or taking any other action to prosecute a Claim related to the Common Area, the Association must: 12.3.1 Obtain Owner Approval of Engagement.

The The requirements related to Owner approval set forth in this Section 12.3.1 are intended to ensure that the Association and the Owners approve and are fully informed of the financial arrangements between the Association and a law firm or attorney engaged by the Association to prosecute a Claim relating to the design or construction of the Common Area.

engagement agreement between the Association and the law firm or attorney may include requirements that the Association pay costs, fees, and expenses to the law firm or attorney which will be paid through Assessments levied against Owners. The financial agreement between the Association and the law firm or attorney may also include obligations related to payment, and the conditions and circumstances when the payment obligations arise, if the relationship between the Association and the law firm or attorney is terminated or if the Association agrees to settle the Claim. In addition, the financial arrangement between the Association and the law firm or attorney may include additional costs, expenses, and interest charges. This financial obligation can be significant. The Board may not engage a law firm or attorney to prosecute a Claim relating to the design or construction of the Common Area or

s, and interest charges. This financial obligation can be significant. The Board may not engage a law firm or attorney to prosecute a Claim relating to the design or construction of the Common Area or execute a written agreement between the Association and a law firm or attorney for the purpose of prosecuting a Claim relating to the design or construction of Common Area unless the law firm or attorney and the financial arrangements between the Association and the law firm or attorney are approved by the Owners in accordance with this Section 12.3.1.

Unless otherwise approved by Members holding eighty percent (80%) of the votes in the Association, the Association, acting through its Board, shall in no event have the authority to engage a law firm or attorney to prosecute a Claim relating to the design or construction of the Common Area if the agreement between the Association and law firm or attorney includes any provision or requirement that would obligate the Association to pay any costs, expenses, fees, or other charges to the law firm or attorney, including but not limited to, costs, expenses, fees, or other charges payable by the Association: (i) if the Association terminates the engagement with the law firm or attorney or engages another firm or third-party to assist with the Claim; (ii) if the Association agrees to settle the Claim for a cash payment or in exchange for repairs or remediation performed by the Respondent or any other third-party; (iii) if the Association agrees to pay interest on any costs or expenses incurred by the law firm or attorney; and/or (iv) for consultants, expert witnesses, and/or general contractors hired by the law firm or attorney. For avoidance of doubt, it is intended that Members holding eighty percent (80%) of

torney; and/or (iv) for consultants, expert witnesses, and/or general contractors hired by the law firm or attorney. For avoidance of doubt, it is intended that Members holding eighty percent (80%) of the votes in the Association must approve the law firm and attorney who will prosecute the Claim and the written agreement between the Association and the law firm and/or attorney.

60 4843-8779-6475v.6 63188-5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 66 of 105 The approval of the Members required under this Section 12.3.1 must be obtained at a meeting of Members called in accordance with the Bylaws. The notice of Member meeting will be provided pursuant to the Bylaws but the notice must also include: (a) the name of the law firm and attorney; (b) a copy of the proposed written agreement between the Association and the law firm and/or attorney; (c) a narrative summary of the types of costs, expenses, fees, or other charges that may be required to be paid by the Association; (d) the conditions upon which such types of costs, expenses, fees, or other charges are required to be paid by the Association; (e) an estimate of the costs, expenses, fees, or other charges that may be required to be paid by the Association if the conditions for payment occur, which estimate shall be expressed as a range for each type of cost, expense, fee, or other charge; and (f) a description of the process the law firm and/or attorney will use to evaluate the Claim and whether destructive testing will be required (i.e., the removal of all or portions of the Common Area or Improvements on the Property). If destructive testing will be required or is likely to occur, the notice shall include a

ng will be required (i.e., the removal of all or portions of the Common Area or Improvements on the Property). If destructive testing will be required or is likely to occur, the notice shall include a description of the destructive testing, likely locations of the destructive testing, whether the Owner's use of their Lots or the Common Area will be affected by such testing, and if the destructive testing occurs the means or method the Association will use to repair the Common Area or Improvements affected by such testing and the estimated costs thereof. The notice required by this paragraph must be prepared and signed by a person other than the law firm or attorney who is a party to the proposed agreement being approved by the Members. In the event Members holding eighty percent (80%) of the votes in the Association approve the law firm and/or attorney who will prosecute the Claim and the written agreement between the Association and the law firm and/or attorney, the Board shall have the authority to engage the law firm and/or attorney and enter into the written agreement approved by the Members.

12.3.2 Provide Notice of the Inspection. As provided in Section 12.3.3 below, a Common Area Report is required which is a written inspection report issued by the Inspection Company. Before conducting an inspection that is required to be memorialized by the Common Area Report, the Association must have provided at least ten (10) days prior written notice of the date on which the inspection will occur to each Respondent which notice shall identify the Inspection Company preparing the Common Area Report, the specific Common Areas to be inspected, and the date and time the inspection will occur. Each Respondent may attend the inspection, personally or through an agent.

preparing the Common Area Report, the specific Common Areas to be inspected, and the date and time the inspection will occur. Each Respondent may attend the inspection, personally or through an agent.

12.3.3 Obtain a Common Area Report.

The requirements related to the Common Area Report set forth in this Section 12.3.3 are intended to provide assurance to the Claimant, Respondent, and the Owners that the substance and conclusions of the Common Area Report and recommendations are not affected by influences that may compromise the professional judgement of the party preparing the Common Area Report, and to avoid circumstances which would create the appearance that the professional judgment of the party preparing the Common Area Report is compromised.

61 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 67 of 105 Obtain a written independent third-party report for the Common Area (the "Common Area Report") from a professional engineer licensed by the Texas Board of Professional Engineers with an office located in Brazoria County, Texas (the "Inspection Company"). The Common Area Report must include: (i) a description with photographs of the Common Area subject to the Claim; (ii) a description of the present physical condition of the Common Area subject to the Claim; (iii) a detailed description of any modifications, maintenance, or repairs to the Common Area performed by the Association or a third-party, including any Respondent; and (iv) specific and detailed recommendations regarding remediation and/or repair of the Common Area subject to the Claim. For the purpose of subsection (iv) of the previous sentence, the specific and detailed recommendations must also include the specific process, procedure,

epair of the Common Area subject to the Claim. For the purpose of subsection (iv) of the previous sentence, the specific and detailed recommendations must also include the specific process, procedure, materials, and/or improvements necessary and required to remediate and/or repair the deficient or defective condition identified in the Common Area Report and the estimated costs necessary to effect such remediation and/or repairs. The estimate of costs required by the previous sentence shall be obtained from third-party contractors with an office located in Brazoria County, Texas, and each such contractor providing the estimate must hold all necessary or required licenses from the Texas Department of Licensing and Regulation or otherwise required by Applicable Law for the work to which the cost estimate relates.

The Common Area Report must be obtained by the Association. The Common Area Report will not satisfy the requirements of this Section 12.3.3 and is not an "independent" report if: (a) the Inspection Company has an arrangement or other agreement to provide consulting and/or engineering services with the law firm or attorney that presently represents the Association or proposes to represent the Association; (b) the costs and expenses for preparation of the Common Area Report are not required to be paid directly by the Association to the Inspection Company at the time the Common Area Report is finalized and delivered to the Association; or (c) the law firm or attorney that presently represents the Association or proposes to represent the Association has agreed to reimburse (whether unconditional or conditional and based on the satisfaction of requirements set forth in the Association's agreement with the law

proposes to represent the Association has agreed to reimburse (whether unconditional or conditional and based on the satisfaction of requirements set forth in the Association's agreement with the law firm or attorney) the Association for the costs and expenses for preparation of the Common Area Report. For avoidance of doubt, an “independent” report means that the Association has independently contracted with the Inspection Company on an arms-length basis based on customary terms for the preparation of engineering reports and that the Association will directly pay for the report at the time the Common Area Report is finalized and delivered to the Association.

12.3.4 Provide a Copy of Common Area Report to all Respondents and Owners.

Upon completion of the Common Area Report, and in any event no later than three (3) days after the Association has been provided a copy of the Common Area Report, the Association will provide a full and complete copy of the Common Area Report to each Respondent and to each Owner. The Association shall maintain a written record of each Respondent and Owner who was provided a copy of the Common Area Report which will include the date the report was provided. The Common Area Report shall be delivered to each Respondent by handdelivery and to each Owner by mail.

4843-8779-6475v.6 63188-5 62 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 68 of 105 12.3.5 Provide a Right to Cure Defects and/or Deficiencies Noted on Common Area Report. Commencing on the date the Common Area Report has been completed and continuing for a period of ninety (90) days thereafter, each Respondent shall have the right to: (i) inspect any condition identified in the Common Area Report; (ii) contact the Inspection

mpleted and continuing for a period of ninety (90) days thereafter, each Respondent shall have the right to: (i) inspect any condition identified in the Common Area Report; (ii) contact the Inspection Company for additional information necessary and required to clarify any information in the Common Area Report; and (iii) correct any condition identified in the Common Area Report.

As provided in Section 10.6 above, the Declarant has an easement throughout the Property for itself, and its successors, assigns, architects, engineers, other design professionals, each Homebuilder, other builders, and general contractors that may be utilized during such ninety (90) day period and any additional period needed thereafter to correct a condition identified in the Common Area Report.

12.3.6 Hold Owner Meeting and Obtain Approval. In addition to obtaining approval from Members for the terms of the attorney or law firm engagement agreement, the Association must obtain approval from Members holding eighty percent (80%) of the votes in the Association to provide the Notice described in Section 12.5, initiate the mandatory dispute resolution procedures set forth in this Article 12, or take any other action to prosecute a Claim, which approval from Members must be obtained at a meeting of Members called in accordance with the Bylaws. The notice of meeting required hereunder will be provided pursuant to the Bylaws but the notice must also include: (i) the nature of the Claim, the relief sought, the anticipated duration of prosecuting the Claim, and the likelihood of success; (ii) a copy of the Common Area Report; (iii) a copy of any engagement letter between the Association and the law firm and/or attorney selected by the Association to assert or provide assistance with the

i) a copy of the Common Area Report; (iii) a copy of any engagement letter between the Association and the law firm and/or attorney selected by the Association to assert or provide assistance with the Claim; (iv) a description of the attorney fees, consultant fees, expert witness fees, and court costs, whether incurred by the Association directly or for which the Association may be liable as a result of prosecuting the Claim; (v) a summary of the steps previously taken by the Association to resolve the Claim; (vi) a statement that initiating the lawsuit or arbitration proceeding to resolve the Claim may affect the market value, marketability, or refinancing of a Lot while the Claim is prosecuted; and (vii) a description of the manner in which the Association proposes to fund the cost of prosecuting the Claim. The notice required by this paragraph must be prepared and signed by a person who is not (a) the attorney who represents or will represent the Association in the Claim; (b) a member of the law firm of the attorney who represents or will represent the Association in the Claim; or (c) employed by or otherwise affiliated with the law firm of the attorney who represents or will represent the Association in the Claim. In the event Members approve providing the Notice described in Section 12.5, or taking any other action to prosecute a Claim, the Members holding a Majority of the votes in the Association, at a special meeting called in accordance with the Bylaws, may elect to discontinue prosecution or pursuit of the Claim.

12.4 Claim by Lot Owners - Improvements on Lots. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, EACH OWNER (WHICH INCLUDES WITHOUT LIMITATION EACH SUBSEQUENT PURCHASER OF A LOT), BY

Claim.

12.4 Claim by Lot Owners - Improvements on Lots. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, EACH OWNER (WHICH INCLUDES WITHOUT LIMITATION EACH SUBSEQUENT PURCHASER OF A LOT), BY ACCEPTING AN INTEREST IN OR TITLE TO A LOT, AGREES THAT ALL CLAIMS AND 63 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 69 of 105 CAUSES OF ACTION THAT SUCH OWNER MAY HAVE RELATING TO THE ORIGINAL DESIGN OR CONSTRUCTION OF SUCH OWNER'S DWELLING, LOT, OR ANY IMPROVEMENT ON SUCH OWNER'S LOT (OTHER THAN COMMON AREAS ON ONE OR MORE LOTS), INCLUDING WITHOUT LIMITATION CLAIMS BASED ON ANY EXPRESS OR IMPLIED WARRANTIES (COLLECTIVELY, “HOME CONSTRUCTION CLAIMS"), WILL BE GOVERNED EXCLUSIVELY BY THE TERMS AND CONDITIONS OF THE EXPRESS OR IMPLIED WARRANTY PROVIDED BY THE HOMEBUILDER OR CONTRACTOR WHICH CONSTRUCTED SUCH DWELLING OR IMPROVEMENT AND ANY OTHER AGREEMENTS BETWEEN THE INITIAL PURCHASER OF SUCH DWELLING AND SUCH HOMEBUILDER OR CONTRACTOR, INCLUDING WITHOUT LIMITATION ALL PROCEDURES AND AGREEMENTS CONTAINED THEREIN PERTAINING TO THE RESOLUTION OF DISPUTES.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH OWNER (WHICH INCLUDES WITHOUT LIMITATION EACH SUBSEQUENT PURCHASER OF A LOT), BY ACCEPTING AN INTEREST IN OR TITLE TO A LOT, ASSUMES THE TERMS AND CONDITIONS OF THE EXPRESS OR IMPLIED WARRANTY PROVIDED BY THE HOMEBUILDER OR CONTRACTOR WHICH CONSTRUCTED THE DWELLING OR IMPROVEMENT, AND, UNLESS THE EXPRESS WARRANTY OR CONTRACT PROVIDED BY SUCH HOMEBUILDER OR CONTRACTOR CONTAINS OTHER PROCEDURES TO RESOLVE HOME CONSTRUCTION CLAIMS, SPECIFICALLY AGREES TO THE FOLLOWING: (i) Agreement to Arbitrate Home Construction Claims. ALL HOME CONSTRUCTION CLAIMS SHALL BE RESOLVED BY BINDING

HER PROCEDURES TO RESOLVE HOME CONSTRUCTION CLAIMS, SPECIFICALLY AGREES TO THE FOLLOWING: (i) Agreement to Arbitrate Home Construction Claims. ALL HOME CONSTRUCTION CLAIMS SHALL BE RESOLVED BY BINDING ARBITRATION. This means each Owner (which includes without limitation each subsequent purchaser of a Lot) and the other parties involved in the Home Construction Claim GIVE UP THE RIGHT TO GO TO COURT OR TO A JURY to assert or defend Home Construction Claims (EXCEPT for matters that may be taken to SMALL CLAIMS COURT as provided below). Home Construction Claims will be determined by a NEUTRAL ARBITRATOR and NOT by a judge or jury. The parties to each Home Construction Claim will be entitled to a FAIR HEARING, but the arbitration procedures are simpler and more limited than the rules applicable in a court. The arbitrator's decision will be final and binding, subject to appeal as described below. Arbitrator decisions are as enforceable as any court order and are subject to very limited review by a court. For more information, read the provisions regarding arbitration below, review the American Arbitration Association's Home Construction Arbitration Rules and related information at www.adr.org, call the American Arbitration Association at 1-800-778-7879, and consult an attorney if you so choose. Alternatively, if the Home Construction Claim does not exceed the maximum jurisdictional amount for a small claims court in the state where the Lot is located, a party involved in a Home Construction Claim may elect to have the claim resolved in a small claims court rather than by binding arbitration (however, any appeal of a small claims 4843-8779-6475v.6 63188-5 64 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 70 of 105

ms court rather than by binding arbitration (however, any appeal of a small claims 4843-8779-6475v.6 63188-5 64 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 70 of 105 court judgment must be resolved through arbitration in accordance with this Article).

(ii) Applicable Law. The original construction and sale of each Dwelling was a transaction involving interstate commerce. The Federal Arbitration Act (the "FAA") shall govern the interpretation and enforcement of this Article to arbitrate Home Construction Claims. Even if a part of these arbitration provisions is determined to be unenforceable under Applicable Law, the remainder shall survive, and the parties shall remain obligated to resolve Home Construction Claims through binding arbitration as set forth herein.

(iii) Arbitrator American Arbitration Association. The arbitration shall be conducted before an arbitrator appointed by the American Arbitration Association (the "AAA"). If the AAA declines to arbitrate a Home Construction Claim, or if the AAA is not available, the parties will agree to an alternative arbitrator, or have a court appoint a new arbitrator who meets the qualification criteria of an AAA-trained arbitrator and has at least ten years of construction arbitration experience.

(iv) Arbitration Rules. The arbitration shall proceed in accordance with the AAA's Home Construction Arbitration Rules. If those rules have been repealed or replaced at the time the arbitration claim is filed, the AAA's rules then most applicable to residential construction shall apply. However, each Homebuilder or contractor will be entitled to visually inspect and perform testing as to any component claimed to have a construction defect and no AAA

idential construction shall apply. However, each Homebuilder or contractor will be entitled to visually inspect and perform testing as to any component claimed to have a construction defect and no AAA rule shall apply if it is inconsistent with the provisions of this Article.

(v) Additional Parties or Claims. Each party to a Home Construction Claim may join as a party to the arbitration any third party consultant, contractor, supplier, manufacturer, engineer, architect or other professional involved in the manufacture, design or construction of any part of the dwelling, Lot or improvement on the Lot. Except as provided above, each Home Construction Claim shall be between only the then Owner of a dwelling or Lot and the Homebuilder, Contractor and other parties involved in manufacture, design or construction of any part of such Dwelling or improvements on such Lot and shall not be joined or consolidated with the claims or arbitration of any other party, and the arbitrator is not authorized to permit any consolidation or joinder with any other party. Each Owner and subsequent purchaser of a Lot waives the right to institute or participate in a class or any other type of representative arbitration or any type of legal action as a member or representative of a class for any Home Construction Claim and agrees the arbitrator is not authorized to permit any class or representative arbitration.

4843-8779-6475v.6 63188-5 65 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 71 of 105 (vi) Arbitration Process. A party seeking to resolve a Home Construction Claim shall begin the arbitration process by filing a demand for arbitration with the AAA and serving a copy of the demand on the other party.

n Process. A party seeking to resolve a Home Construction Claim shall begin the arbitration process by filing a demand for arbitration with the AAA and serving a copy of the demand on the other party.

The failure to initiate arbitration at any particular time shall not be considered a waiver of the right to compel arbitration of a Home Construction Claim. The only way this right to arbitrate claims may be waived is by a written agreement among the parties. To the extent not inconsistent with the FAA, all provisions of this paragraph are subject to the general qualification that state laws, requirements and rules, including, but not limited to, state filing limitations (such as statute of limitations and statutes of repose), may affect how and when arbitration may be initiated and administered. The following is a brief description of the steps to initiate arbitration and the arbitration process: (A) Step 1 - Filing a Request. The party initiating arbitration must notify the AAA in writing of the request for arbitration under the terms of this Article. If a Homebuilder or contractor initiates arbitration, such Homebuilder or contractor will pay the AAA's filing fee. If an Owner (including a subsequent purchaser of a Lot) initiates arbitration, such Owner will pay the lesser of 1/2 of the AAA filing fee or the amount provided by the AAA rules and the Homebuilder or contractor will pay the other 1/2 or remainder. All other AAA arbitration fees and costs shall be paid in accordance with the applicable AAA fee schedule.

(B) Step 2 Hearing. The arbitration will be held at a location agreed to by the parties, usually in the metropolitan area where the Property is located. The hearing typically will be scheduled by the

(B) Step 2 Hearing. The arbitration will be held at a location agreed to by the parties, usually in the metropolitan area where the Property is located. The hearing typically will be scheduled by the arbitrator at a time mutually agreeable to all parties. At the hearing, the arbitrator will hear and consider evidence presented by all parties. If a party timely notifies the AAA of a request for a record of the hearing prior to the earlier of the hearing date or the date in the AAA's rules, if specified, the arbitrator will preserve all evidence presented at the arbitration. Oral evidence will be preserved in a manner that it can be converted into a written transcript. The costs of the record will be paid by the party requesting the record or shared equally among the parties requesting a copy.

(C) Step 3 - Award. The arbitrator's award will decide the relief to be awarded and, if requested by a party, the scope and manner of correction. The arbitrator's award shall be consistent with this Article, based on Applicable Law (except to the extent the FAA overrides and preempts state, local or other law), and shall include findings of fact and conclusions of law. If permitted by the AAA rules, either party may request a written explanation of the award. Each party shall bear its own 66 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 72 of 105 attorney's fees and expenses (including without limitation the costs and fees of any expert witnesses) in the arbitration, any confirmation proceeding and any appeal. Arbitrator compensation, expenses, and administrative fees (which include filing and hearing fees) shall not be subject to reallocation.

(1) Appeal. Each party shall have the right to appeal

y appeal. Arbitrator compensation, expenses, and administrative fees (which include filing and hearing fees) shall not be subject to reallocation.

(1) Appeal. Each party shall have the right to appeal the arbitrator's award to the AAA by filing a written notice with the AAA (with a copy to the other party) within 30 days of the date of the arbitrator's award. The party appealing the award shall pay the fees necessary to initiate the appeal. If both sides appeal, the fees shall be split 50/50. The notice of appeal must include the specific items the party seeks to change in the award and the supporting facts and law. The appeal shall be heard by a panel of three arbitrators from the AAA. The appeal shall be conducted in accordance with the applicable rules of the AAA and this Article as if the claim was being initially filed with the AAA, except that: (i) the only issues to be determined on appeal are the issues described in the notice of appeal and any issues raised by the non-appealing party in response to the issues in the notice of appeal, (ii) the arbitrators' award on appeal shall be final, binding and non-appealable, and (iii) no new evidence shall be accepted or considered by the arbitrators.

(2) Award after Appeal. The award of the arbitrator shall be final, subject to appeal as provided above. If a notice of appeal from the initial hearing is not received by the AAA within 30 days after the date of the initial award, then the initial award shall be final. Once the award is final, it will be binding on and enforceable against the parties, except as modified, corrected, or vacated according to the applicable arbitration rules and procedures or to the extent not inconsistent with the FAA or applicable state law. Either party may present the final award to

, corrected, or vacated according to the applicable arbitration rules and procedures or to the extent not inconsistent with the FAA or applicable state law. Either party may present the final award to any court having jurisdiction over the Home Construction Claim to enter that award as a judgment of the court.

(D) Step 4 Repairs. Unless designated otherwise in the award (and unless appealed), any party ordered to perform a correction to the dwelling or Lot will, within 10 days after a final award, elect to either perform the correction awarded by the arbitrator or, at such party's option, pay the Owner of the dwelling or Lot the reasonable cost of such correction. If such party elects to perform a correction under an award, such party will complete the correction within 60 days after a final award 4843-8779-6475v.6 63188-5 67 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 73 of 105 or as may be specified by the arbitrator. If the correction cannot be completed in that time, the arbitrator must grant reasonable additional time to make the correction. If the Owner believes that the correction was not performed satisfactorily or in a timely manner, such Owner may have those issues determined in a later arbitration. If the cost of correction is not specified in the award and party ordered to perform a correction elects to pay the Owner the reasonable cost of the correction, such Owner may have the amount of that payment reviewed in a later arbitration.

(vii) Expenses. Except as stated above, each party shall bear its own attorney's fees and other expenses incurred in connection with a Home Construction Claim. However, if a party to such a claim files a court action in

ept as stated above, each party shall bear its own attorney's fees and other expenses incurred in connection with a Home Construction Claim. However, if a party to such a claim files a court action in violation of this Article and the other party is required to compel arbitration by filing a motion with the court, the court shall award the moving party its court costs and reasonable attorneys' fees incurred in connection with the motion.

(viii) Class action proceedings are prohibited, and no Lot Owner shall be entitled to prosecute, participate, initiate, or join any litigation, arbitration or other proceedings as a class member or class representative in any such proceedings under this Declaration. Subject to the provisions of Section 12.4 above, if a Lot Owner brings a Claim, as defined in Section 12.1, relating to the design or construction of any Improvements located on a Lot (whether one or more), as a precondition to providing the Notice defined in Section 12.5, initiating the mandatory dispute resolution procedures set forth in this Article 12, or taking any other action to prosecute a Claim, the Lot Owner must: 12.4.2 Provide Notice of the Inspection. As provided in Section 12.4.2 below, an Owner Improvement Report is required which is a written inspection report issued by the Inspection Company. Before conducting an inspection that is required to be memorialized by the Owner Improvement Report, the Owner must have provided at least ten (10) days prior written notice of the date on which the inspection will occur to each Respondent which notice shall identify the Inspection Company preparing the Owner Improvement Report, the Improvements and areas of the Improvements to be inspected, and the date and time the

to each Respondent which notice shall identify the Inspection Company preparing the Owner Improvement Report, the Improvements and areas of the Improvements to be inspected, and the date and time the inspection will occur. Each Respondent may attend the inspection, personally or through an agent.

12.4.3 Obtain an Owner Improvement Report.

The requirements related to the Owner Improvement Report set forth in this Section 12.4.2 are intended to provide assurance to the Claimant and Respondent that the substance and conclusions of the Owner Improvement Report and recommendations are not affected by influences that may compromise the professional judgement of the party preparing the Owner Improvement Report, and to avoid circumstances which would create the 4843-8779-6475v.6 63188-5 68 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 74 of 105 appearance that the professional judgment of the party preparing the Owner Improvement Report is compromised.

Obtain a written independent third-party report for the Improvements (the "Owner Improvement Report") from an Inspection Company. The Owner Improvement Report must include: (i) a description with photographs of the Improvements subject to the Claim; (ii) a description of the present physical condition of the Improvements; (iii) a detailed description of any modifications, maintenance, or repairs to the Improvements performed by the Owner or a third-party, including any Respondent; (iv) specific and detailed recommendations regarding remediation and/or repair of the Improvements. For the purpose of subsection (iv) of the previous sentence, the specific and detailed recommendations must also include the specific process, procedure, materials, and/or improvements necessary and required to remediate

ubsection (iv) of the previous sentence, the specific and detailed recommendations must also include the specific process, procedure, materials, and/or improvements necessary and required to remediate and/or repair the deficient or defective condition identified in the Owner Improvement Report and the estimated costs necessary to effect such remediation and/or repairs. The estimate of costs required by the previous sentence shall be obtained from third-party contractors with an office located in Brazoria County, Texas, and each such contractor providing the estimate must hold all necessary or required licenses from the Texas Department of Licensing and Regulation or otherwise required by Applicable Law for the work to which the cost estimate relates.

The Owner Improvement Report must be obtained by the Owner. The Owner Improvement Report will not satisfy the requirements of this Section 12.4.2 and is not an "independent" report if: (a) the Inspection Company has an arrangement or other agreement to provide consulting and/or engineering services with the law firm or attorney that presently represents the Owner or proposes to represent the Owner; (b) the costs and expenses for preparation of the Owner Improvement Report are not directly paid by the Owner to the Inspection Company no later than the date the Owner Improvement Report is finalized and delivered to the Owner; or (c) the law firm or attorney that presently represents the Owner or proposes to represent the Owner has agreed to reimburse (whether unconditional or conditional and based on the satisfaction of requirements set forth in the Owner's agreement with the law firm or attorney) the Owner for the costs and expenses for preparation of the

unconditional or conditional and based on the satisfaction of requirements set forth in the Owner's agreement with the law firm or attorney) the Owner for the costs and expenses for preparation of the Owner Improvement Report. For avoidance of doubt, an “independent” report means that the Owner has independently contracted with the Inspection Company on an arms-length basis based on customary terms for the preparation of engineering reports and that the Owner will directly pay for the report no later than the date the Owner Improvement Report is finalized and delivered to the Owner.

12.4.4 Provide a Copy of Owner Improvement Report to all Respondents. Upon completion of the Owner Improvement Report, and in any event no later than three (3) days after the Owner has been provided a copy of the Owner Improvement Report, the Owner will provide a full and complete copy of the Owner Improvement Report to each Respondent. The Owner shall maintain a written record of each Respondent who was provided a copy of the Owner Improvement Report which will include the date the report was provided. The Owner 4843-8779-6475v.6 63188-5 69 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 75 of 105 Improvement Report shall be delivered to each Respondent by hand-delivery and to each Owner by mail.

12.4.5 Right to Cure Defects and/or Deficiencies Noted on Owner Improvement Report. Commencing on the date the Owner Improvement Report has been completed and continuing for a period of ninety (90) days thereafter, each Respondent shall have the right to: (i) inspect any condition identified in the Owner Improvement Report; (ii) contact the Inspection Company for additional information necessary and required to clarify any

dent shall have the right to: (i) inspect any condition identified in the Owner Improvement Report; (ii) contact the Inspection Company for additional information necessary and required to clarify any information in the Owner Improvement Report; and (iii) correct any condition identified in the Owner Improvement Report. As provided in Section 10.6 above, the Declarant has an easement throughout the Property for itself, and its successors, assigns, architects, engineers, other design professionals, each Homebuilder, other builders, and general contractors that may be utilized during such ninety (90) day period and any additional period needed thereafter to correct a condition identified in the Owner Improvement Report.

12.4.6 Claims Pertaining to the Common Area. Pursuant to Section 12.3 above, an Owner does not have the power or right to institute, defend, intervene in, settle or compromise litigation, arbitration or other proceedings relating to the design or construction of the Common Area. In the event that a court of competent jurisdiction or arbitrator determines that an Owner does have the power or right to institute, defend, intervene in, settle or compromise litigation, arbitration or other proceedings relating to the design or construction of the Common Area, such Owner shall be required, since a Claim affecting the Common Area could affect all Owners, as a precondition to providing the Notice defined in Section 12.5, initiating the mandatory dispute resolution procedures set forth in this Article 12, or taking any other action to prosecute a Claim, to comply with the requirements imposed by the Association in accordance with Section 12.3.2 (Provide Notice of Inspection), Section 12.3.3 (Obtain a

, or taking any other action to prosecute a Claim, to comply with the requirements imposed by the Association in accordance with Section 12.3.2 (Provide Notice of Inspection), Section 12.3.3 (Obtain a Common Area Report), Section 12.3.4 (Provide a Copy of Common Area Report to all Respondents and Owners), Section 12.3.5 (Provide Right to Cure Defects and/or Deficiencies Noted on Common Area Report), Section 12.3.6 (Owner Meeting and Approval), and Section 12.5 (Notice).

12.5 Notice. Claimant must notify Respondent in writing of the Claim (the "Notice"), stating plainly and concisely: (i) the nature of the Claim, including date, time, location, persons involved, and Respondent's role in the Claim; (ii) the basis of the Claim (i.e., the provision of the Restrictions or other authority out of which the Claim arises); (iii) what Claimant wants Respondent to do or not do to resolve the Claim; and (iv) that the Notice is given pursuant to this Section 12.5. For Claims governed by Chapter 27 of the Texas Property Code, the time period for negotiation in Section 12.6 below, is equivalent to the sixty (60) day period under Section 27.004 of the Texas Property Code. If a Claim is subject to Chapter 27 of the Texas Property Code, the Claimant and Respondent are advised, in addition to compliance with Section 12.6, to comply with the terms and provisions of Section 27.004 during such sixty (60) day period. Section 12.6 does not modify or extend the time period set forth in Section 27.004 of the Texas Property Code. Failure to comply with the time periods or actions specified in 4843-8779-6475v.6 63188-5 70 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 76 of 105

xas Property Code. Failure to comply with the time periods or actions specified in 4843-8779-6475v.6 63188-5 70 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 76 of 105 Section 27.004 could affect a Claim if the Claim is subject to Chapter 27 of the Texas Property Code. The one hundred twenty (120) day period for mediation set forth in Section 12.7 below, is intended to provide the Claimant and Respondent with sufficient time to resolve the Claim in the event resolution is not accomplished during negotiation. If the Claim is not resolved during negotiation, mediation pursuant to Section 12.7 is required without regard to the monetary amount of the Claim.

If the Claimant is the Association, the Notice will also include: (a) if the Claim relates to the design or construction of the Common Area, a true and correct copy of the Common Area Report and any and all other reports, studies, analyses, and recommendations obtained by the Association related to the Common Area; (b) a copy of any engagement letter between the Association and the law firm and/or attorney selected by the Association to assert or provide assistance with the Claim; (c) if the Claim relates to the design or construction of the Common Area, reasonable and credible evidence confirming that Members holding eighty percent (80%) of the votes in the Association approved the law firm and attorney and the written agreement between the Association and the law firm and/or attorney in accordance with Section 12.3.1; (d) a true and correct copy of the special meeting notice provided to Members in accordance with Section 12.3.6 above; and (e) reasonable and credible evidence confirming that Members

Section 12.3.1; (d) a true and correct copy of the special meeting notice provided to Members in accordance with Section 12.3.6 above; and (e) reasonable and credible evidence confirming that Members holding eighty percent (80%) of the votes in the Association approved providing the Notice. If the Claimant is not the Association and pertains to the Common Areas, the Notice will also include a true and correct copy of the Common Area Report. If the Claimant is not the Association and relates to the design or construction of Improvements on a Lot, the Notice will also include a true and correct copy of the Owner Improvement Report.

12.6 Negotiation. Claimant and Respondent will make every reasonable effort to meet in person to resolve the Claim by good faith negotiation. Within sixty (60) days after Respondent's receipt of the Notice, Respondent and Claimant will meet at a mutually acceptable place and time to discuss the Claim. If the Claim involves all or any portion of the Property, then at such meeting or at some other mutually-agreeable time, Respondent and Respondent's representatives will have full access to the Property that is subject to the Claim for the purposes of inspecting the Property.

12.7 Mediation. If the parties negotiate, but do not resolve the Claim through negotiation within one-hundred twenty (120) days from the date of the Notice (or within such other period as may be agreed on by the parties), Claimant will have thirty (30) additional days within which to submit the Claim to mediation under the auspices of a mediation center or individual mediator on which the parties mutually agree. The mediator must have at least five (5) years of experience serving as a mediator and must have technical knowledge or expertise

ion center or individual mediator on which the parties mutually agree. The mediator must have at least five (5) years of experience serving as a mediator and must have technical knowledge or expertise appropriate to the subject matter of the Claim. If Claimant does not submit the Claim to mediation within the 30-day period, Respondent will submit the Claim to mediation in accordance with this Section 12.7. If the Parties do not settle the Claim within thirty (30) days after submission to mediation, Respondent or Claimant may initiate arbitration proceedings in accordance with Section 12.8.

71 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 77 of 105 12.8 Binding Arbitration-Claims. All Claims must be settled by binding arbitration.

Claimant or Respondent may, by summary proceedings (e.g., a plea in abatement or motion to stay further proceedings), bring an action in court to compel arbitration of any Claim not referred to arbitration as required by this Section 12.8.

12.8.1 Governing Rules. If a Claim has not been resolved after mediation in accordance with Section 12.7, the Claim will be resolved by binding arbitration in accordance with the terms of this Section 12.8 and the AAA Construction Industry Arbitration Rules and Mediation Procedures and, if applicable, the rules contained in the AAA Supplementary Procedures for Consumer Related Disputes, as each are supplemented or modified by the AAA (collectively, the Construction Industry Arbitration Rules and Mediation Procedures and AAA Supplementary Procedures for Consumer Related Disputes are referred to herein as the "AAA Rules"). In the event of any inconsistency between the AAA Rules and this Section 12.8, this

rocedures and AAA Supplementary Procedures for Consumer Related Disputes are referred to herein as the "AAA Rules"). In the event of any inconsistency between the AAA Rules and this Section 12.8, this Section 12.8 will control. Judgment upon the award rendered by the arbitrator shall be binding and not subject to appeal, but may be reduced to judgment or enforced in any court having jurisdiction. Notwithstanding any provision to the contrary or any applicable rules for arbitration, any arbitration with respect to Claims arising hereunder shall be conducted by a panel of three (3) arbitrators, to be chosen as follows: (i) One arbitrator shall be selected by Respondent, in its sole and absolute discretion; (ii) One arbitrator shall be selected by the Claimant, in its sole and absolute discretion; and (iii) One arbitrator shall be selected by mutual agreement of the arbitrators having been selected by Respondent and the Claimant, in their sole and absolute discretion.

12.8.2 Exceptions to Arbitration; Preservation of Remedies. No provision of, nor the exercise of any rights under, this Section 12.8 will limit the right of Claimant or Respondent, and Claimant and the Respondent will have the right during any Claim, to seek, use, and employ ancillary or preliminary remedies, judicial or otherwise, for the purposes of realizing upon, preserving, or protecting upon any property, real or personal, that is involved in a Claim, including, without limitation, rights and remedies relating to: (i) exercising self-help remedies (including set-off rights); or (ii) obtaining provisions or ancillary remedies such as injunctive relief, sequestration, attachment, garnishment, or the appointment of a receiver from a court

remedies (including set-off rights); or (ii) obtaining provisions or ancillary remedies such as injunctive relief, sequestration, attachment, garnishment, or the appointment of a receiver from a court having jurisdiction before, during, or after the pendency of any arbitration. The institution and maintenance of an action for judicial relief or pursuit of provisional or ancillary remedies or exercise of self-help remedies shall not constitute a waiver of the right of any party to submit the Claim to arbitration nor render inapplicable the compulsory arbitration provisions hereof.

4843-8779-6475v.6 63188-5 72 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 78 of 105 12.8.3 Statute of Limitations. All statutes of limitation that would otherwise be applicable shall apply to any arbitration proceeding under this Section 12.8.

12.8.4 Scope of Award; Modification or Vacation of Award. The arbitrator shall resolve all Claims in accordance with Applicable Law. The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable and within the scope of this Section 12.8 and subject to Section 12.9 below; provided, however, attorney's fees and costs may not be awarded by the arbitrator to either Claimant or Respondent. In addition, for a Claim, or any portion of a Claim governed by Chapter 27 of the Texas Property Code, or any successor statute, in no event shall the arbitrator award damages which exceed the damages a Claimant would be entitled to under Chapter 27 of the Texas Property Code, except that the arbitrator may not award attorney's fees and/or costs to their Claimant or Respondent. In all arbitration proceedings, the arbitrator shall make specific, written findings of fact and conclusions of law. In all arbitration

rd attorney's fees and/or costs to their Claimant or Respondent. In all arbitration proceedings, the arbitrator shall make specific, written findings of fact and conclusions of law. In all arbitration proceedings the parties shall have the right to seek vacation or modification of any award that is based in whole, or in part, on: (i) factual findings that have no legally or factually sufficient evidence, as those terms are defined in Texas law; (ii) conclusions of law that are erroneous; (iii) an error of Applicable Law; or (iv) a cause of action or remedy not expressly provided under Applicable Law. In no event may an arbitrator award speculative, special, exemplary, treble, or punitive damages for any Claim.

12.8.5 Other Matters. To the maximum extent practicable, an arbitration proceeding hereunder shall be concluded within one hundred eighty (180) days of the filing of the Claim for arbitration. Arbitration proceedings hereunder shall be conducted in Brazoria County, Texas. Unless otherwise provided by this Section 12.8, the arbitrator shall be empowered to impose sanctions and to take such other actions as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure and Applicable Law. Claimant and Respondent agree to keep all Claims and arbitration proceedings strictly confidential, except for disclosures of information required in the ordinary course of business of the parties or by Applicable Law. In no event shall Claimant or Respondent discuss with the news media or grant any interviews with the news media regarding a Claim or issue any press release regarding any Claim without the written consent of the other parties to the Claim.

12.9

uss with the news media or grant any interviews with the news media regarding a Claim or issue any press release regarding any Claim without the written consent of the other parties to the Claim.

12.9 Allocation of Costs. Notwithstanding any provision in this Declaration to the contrary, each party bears all of its own costs incurred prior to and during the proceedings described in the Notice, Negotiation, Mediation, and Arbitration sections above, including its attorney's fees. Respondent and Claimant will equally divide all expenses and fees charged by the mediator and arbitrator.

12.10 General Provisions. A release or discharge of Respondent from liability to Claimant on account of the Claim does not release Respondent from liability to persons who are not party to Claimant's Claim.

4843-8779-6475v.6 63188-5 73 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 12.11 Period of Limitation.

2021068709 Page 79 of 105 12.11.1 For Actions by an Owner or Resident. The exclusive period of limitation for any of the Parties to bring any Claim, shall be the earliest of: (i) for Claims alleging construction defect or defective design, two (2) years and one (1) day from the date that the Owner or Resident discovered or reasonably should have discovered evidence of the Claim; (ii) for Claims other than those alleging construction defect or defective design, four (4) years and one (1) day from the date that the Owner or Resident discovered or reasonably should have discovered evidence of the Claim; or (iii) the applicable statute of limitations for such Claim. In the event that a court of competent jurisdiction determines that an Owner does have the power or right to institute, defend, intervene in, settle or compromise litigation, arbitration or other

aim. In the event that a court of competent jurisdiction determines that an Owner does have the power or right to institute, defend, intervene in, settle or compromise litigation, arbitration or other proceedings relating to the design or construction of the Common Area, the exclusive period of limitation for a Claim of construction defect or defective design of the Common Areas, shall be the earliest of: (a) two (2) years and one (1) day from the date that the Owner or the Association discovered or reasonably should have discovered evidence of the Claim; or (b) the applicable statute of limitations for such Claim. In no event shall this Section 12.11.1 be interpreted to extend any period of limitations.

12.11.2 For Actions by the Association. The exclusive period of limitation for the Association to bring any Claim, including, but not limited to, a Claim of construction defect or defective design of the Common Areas, shall be the earliest of: (i) for Claims alleging construction defect or defective design, two (2) years and one (1) day from the date that the Association or its manager, board members, officers or agents discovered or reasonably should have discovered evidence of the Claim; (ii) for Claims other than those alleging construction defect or defective design of the Common Areas, four (4) years and one (1) day from the date that the Association or its manager, board members, officers or agents discovered or reasonably should have discovered evidence of the Claim; or (iii) the applicable statute of limitations for such claim. In no event shall this Section 12.11.2 be interpreted to extend any period of limitations.

12.12 Funding the Resolution of Claims. The Association must levy a Special

te of limitations for such claim. In no event shall this Section 12.11.2 be interpreted to extend any period of limitations.

12.12 Funding the Resolution of Claims. The Association must levy a Special Assessment to fund the estimated costs to resolve a Claim pursuant to this Article 12. The Association may not use its annual operating income or reserve funds to fund the costs to resolve a Claim unless the Association has previously established and funded a dispute resolution fund.

LIKE ALL COVENANTS CONTAINED IN THIS DECLARATION, THE AGREEMENTS CONTAINED IN THIS ARTICLE ARE COVENANTS RUNNING WITH TITLE TO EACH LOT, CONCERN EACH LOT AND THE DWELLING AND OTHER IMPROVEMENTS ON SUCH LOT, AND SHALL BE BINDING UPON EACH SUCCESSIVE OWNER OF A LOT (WHICH INCLUDES WITHOUT LIMITATION EACH SUBSEQUENT PURCHASER OF A LOT).

[SIGNATURE PAGES FOLLOW] 74 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 80 of 105 EXECUTED to be effective on the date this instrument is Recorded.

DECLARANT: VALENCIA 288, LLC, a Texas limited liability company By: Printed Name: Title: Balh Fred Balda President STATE OF TEXAS COUNTY OF DALLAS cos cos con § This instrument was acknowledged before me this 13 day of Octobe by Area Bolds the President of VALENCIA 288, LLC, a Texas limited liability company, on behalf of said entity.

(SEAL) Sharrondea Notary Public Signature PUP!!

SHANNON SUSAN DEAR Notary Public, State of Texas Comm. Expires 01-22-2022 Notary ID 10935492 Consent 2021 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 81 of 105 EXHIBIT "A" PROPERTY DESCRIPTION TRACT 1 (Phase 1 - B-04 & B-05-29.015 Acres): Being 29.015 acres of land located in the H.T. & B. R.R. Company Survey, Section 73,

.6 63188-5 2021068709 Page 81 of 105 EXHIBIT "A" PROPERTY DESCRIPTION TRACT 1 (Phase 1 - B-04 & B-05-29.015 Acres): Being 29.015 acres of land located in the H.T. & B. R.R. Company Survey, Section 73, Abstract 301, Brazoria County, Texas, and also being a portion of Lots 14, 15, 22, 23, 29, 30, and 31 of the Allison Richey Gulf Coast Home Company Part of Suburban Gardens Subdivision, Section 73, according to the plat recorded in Volume 2, Pages 91-92, of the Plat Records of said Brazoria County, Texas (B.C.P.R.), a portion of that certain tract conveyed to Four Forty Three, Ltd. (described as First Tract) by instrument of record in Volume 1048, Page 760, of the Deed Records of said Brazoria County, Texas (B.C.D.R.), said 29.015 acres being more particularly described as follows (all bearings referenced to the Texas Coordinate System, South Central Zone, NAD 83, 1993 adjustment); COMMENCING for reference at 1/2-inch iron rod with cap stamped "S ADAMS RPLS 3666" found for the northwest corner of a 40 foot wide right-of-way as shown on the Dr. A. A.

Luther Subdivision of Manvel and Surrounding Acreage Property, according to the plat recorded in Volume 1, Pages 71-72, and Volume 3, Pages 139-140, B.C.P.R., same being the northeast corner of that certain tract conveyed to Four Forty Three, Ltd. (described as Fourth Tract) by instrument of record in Volume 1048, Page 760, B.C.D.R., and Outlot 195 of said Dr. A.

A. Luther Subdivision, said point lying on the south line of Lot 40 of said Section 73, said First Tract and said H.T.& B. R.R. Company Survey, Section 73, same being the north line of the H.T.& B. R.R. Company Survey, Section 64, (A.K.A.) Mary V. O'Donnell Survey, Abstract 483, from which a 1/2-inch iron with cap stamped, "S ADAMS RPLS 3666" found for the southeast

he north line of the H.T.& B. R.R. Company Survey, Section 64, (A.K.A.) Mary V. O'Donnell Survey, Abstract 483, from which a 1/2-inch iron with cap stamped, "S ADAMS RPLS 3666" found for the southeast corner of said Lot 40 and said First Tract, same being the southwest corner of that certain tract conveyed to Brad J. Batteau by an instrument of record in Document Number 2019001447, B.C.O.P.R., and Lot 48 of said Section 73, bears North 86° 49' 56" East, 147.25 feet; Thence, South 86° 49' 56" West, along the south of said Lot 40 and Lot 32 of said Section 73, said First Tract and said H.T.& B. R.R. Company Survey, Section 73, same being the north line of said Outlot 195, said Fourth Tract, and said Mary V. O'Donnell Survey, 893.96 feet to a point; Thence, North 03° 10' 04" West, departing the south line of said Lot 32, said First Tract, said Section 73, same being the north line of said Outlot 195, said Fourt Tract, and said Mary V.

O'Donnell Survey, 1,147.21 feet to the southeast corner and POINT OF BEGINNING of the herein described tract; Thence, North 78° 48' 58" West, 270.03 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; EXHIBIT "A" - PROPERTY DESCRIPTION – Page 1 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 82 of 105 Thence, 72.74 feet along the arc of a non-tangent curve to the left, having a radius of 2,270.00 feet, a central angle of 01° 50' 09", and a chord which bears South 10° 15' 57" West, 72.73 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 86° 21' 28" West, 1,035.60 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner;

st, 72.73 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 86° 21' 28" West, 1,035.60 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 31° 32' 30" West, 46.67 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 11° 06' 43" West, 29.66 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 01° 05' 05" West, 31.82 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 12° 33' 49" East, 109.24 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 23° 55' 38" East, 81.11 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 16° 29' 07" East, 65.31 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 01° 22' 40" East, 165.34 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 03° 43' 04" West, 73.58 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 07° 16' 52" West, 44.10 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 86° 55' 52" East, 347.34 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 407.10 feet along the arc of a non-tangent curve to the right, having a radius of 974.68 feet, a central angle of 23° 55' 52", and a chord which bears South 80° 58' 47" East, 404.15 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 18° 54' 12" East, 134.09 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve;

inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 18° 54' 12" East, 134.09 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; EXHIBIT "A" – PROPERTY DESCRIPTION - Page 2 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 83 of 105 Thence, 289.26 feet along the arc of a non-tangent curve to the right, having a radius of 830.00 feet, a central angle of 19° 58' 05", and a chord which bears North 29° 07' 12" East, 287.80 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 39° 06' 15" East, 254.12 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 47.12 feet along the arc of a tangent curve to the left, having a radius of 30.00 feet, a central angle of 90° 00' 00", and a chord which bears North 05° 53' 45" West, 42.43 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; SURVEY" set for corner; Thence, South 50° 53' 45" East, 130.08 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 243.12 feet along the arc of a tangent curve to the left, having a radius of 460.00 feet, a central angle of 30° 16' 53", and a chord which bears South 66° 02' 12″ East, 240.30 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; SURVEY" set for corner, the beginning of a curve; Thence, 50.95 feet along the arc of a non-tangent curve to the left, having a radius of

East, 58.72 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 50.95 feet along the arc of a non-tangent curve to the left, having a radius of 30.21 feet, a central angle of 96° 38' 36", and a chord which bears North 55° 35' 03" East, 45.12 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 08° 08' 01" West, 70.91 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 81° 09' 40" East, 60.00 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 10° 18' 38" West, 79.57 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 311.28 feet along the arc of a non-tangent curve to the right, having a radius of 2,000.00 feet, a central angle of 08° 55' 03", and a chord which bears South 15° 54' 32" West, 310.96 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 20° 22' 04" West, 405.39 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; EXHIBIT "A" - PROPERTY DESCRIPTION – Page 3 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 84 of 105 Thence, 320.58 feet along the arc of a tangent curve to the left, having a radius of 1,996.11 feet, a central angle of 09° 12' 06", and a chord which bears South 15° 46' 17″ West, 320.23 feet to the POINT OF BEGINNING and containing 29.015 acres of land.

TRACT 2 (Phase 1 – C-01 – 27.946 Acres): Being 27.946 acres of land located in the H.T.& B. R.R. Company Survey, Section 73, Abstract 301, Brazoria County, Texas, and also being a portion of Lots 29, 30, 31, 37, 38, 39, 46,

– 27.946 Acres): Being 27.946 acres of land located in the H.T.& B. R.R. Company Survey, Section 73, Abstract 301, Brazoria County, Texas, and also being a portion of Lots 29, 30, 31, 37, 38, 39, 46, and 47 of the Allison Richey Gulf Coast Home Company Part of Suburban Gardens Subdivision, Section 73, according to the plat récorded in Volume 2, Pages 91-92, B.C.P.R., a portion of that certain tract conveyed to Four Forty Three, Ltd. (described as First Tract) by instrument of record in Volume 1048, Page 760, of the Deed Records of said Brazoria County, Texas (B.C.D.R.), and a portion of that certain called 10 acre tract (Lot 47) conveyed to Eastbank Bayou, LP by an instrument of record under Document Number 2008004367 of the Official Records of said Brazoria County, Texas (B.C.O.R.), said 27.946 acres being more particularly described as follows (all bearings referenced to the Texas Coordinate System, South Central Zone, NAD 83, 1993 adjustment); COMMENCING for reference at 5/8-inch iron rod with cap stamped "LJA SURVEY" previously set for the southeast corner of said 10 acre tract and said Lot 47, same being the northeast corner of that certain tract conveyed to Brad J. Batteau by an instrument of record in Document Number 2019001447, of the Official Public Records of said Brazoria County, Texas (B.C.O.P.R.), and Lot 48 of said Section 73, same being the southwest corner of that certain called 10.00 acre tract conveyed to MSPARK LLC by an instrument of record in Document Number 2019049329, B.C.O.P.R. and Lot 53 of said Section 73, same being the northwest corner of that certain called 1.000 acre tract (Tract 2) conveyed to Roger Hernandez Granarillas and Sheila M. Rosario Crespo by an instrument of record in Document Number 2015020827,

ng the northwest corner of that certain called 1.000 acre tract (Tract 2) conveyed to Roger Hernandez Granarillas and Sheila M. Rosario Crespo by an instrument of record in Document Number 2015020827, B.C.O.R., and Lot 54 of said Section 73, from which a 1/2-inch iron rod with cap stamped "S ADAMS RPLS 3666" found for reference, bears South 86° 49' 54" West, 30.03 feet, from which a 1/2-inch iron rod with cap stamped "S ADAMS RPLS 3666" found for the northwest corner of the Brad J. Batteau tract and said Lot 48, same being the southwest corner of said 10 acre tract and said Lot 47, same being the common east corner of said Lot 39 and Lot 40 of said Section 73, bears South 86° 49' 54" West, 658.16 feet; Thence, North 03° 24' 33" West, along the east line of said 10 acre tract and said Lot 47, same being the west line of said 10.00 acre tract and said Lot 53, 66.47 feet to the southeast corner and POINT OF BEGINNING of the herein described tract; Thence, North 81° 09' 55" West, departing said common line, 592.12 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; EXHIBIT "A" - PROPERTY DESCRIPTION - Page 4 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 85 of 105 Thence, North 63° 07' 11" West, 350.84 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 87° 37' 54" West, 544.74 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 78° 48' 58" West, 279.97 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 320.58 feet along the arc of a non-tangent curve to the right, having a radius of

t, 279.97 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 320.58 feet along the arc of a non-tangent curve to the right, having a radius of 1,996.11 feet, a central angle of 09° 12' 06", and a chord which bears North 15° 46' 17" East, 320.23 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 20° 22' 04" East, 405.39 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 311.28 feet along the arc of a tangent curve to the left, having a radius of 2,000.00 feet, a central angle of 08° 55' 03", and a chord which bears North 15° 54' 32" East, 310.96 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 10° 18' 38" East, 79.57 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 81° 11' 24" East, 76.39 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; SURVEY" set for corner, the beginning of a curve; Thence, 472.88 feet along the arc of a tangent curve to the right, having a radius of 500.00 feet, a central angle of 54° 11' 16", and a chord which bears South 54° 04' 52" East, 455.45 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 26° 59' 14" East, 129.68 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 114.08 feet along the arc of a non-tangent curve to the left, having a radius of 914.05 feet, a central angle of 07° 09' 02", and a chord which bears South 30° 35' 26" East, 114.00

of a curve; Thence, 114.08 feet along the arc of a non-tangent curve to the left, having a radius of 914.05 feet, a central angle of 07° 09' 02", and a chord which bears South 30° 35' 26" East, 114.00 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 36° 11' 18" East, 60.90 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 799.16 feet along the arc of a non-tangent curve to the left, having a radius of 900.28 feet, a central angle of 50° 51' 36", and a chord which bears South 63° 34' 07″ East, 773.18 EXHIBIT "A" - PROPERTY DESCRIPTION - Page 5 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 86 of 105 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner on the east line of the aforementioned 10 acre tract and the aforementioned Lot 47, same being the west line of that certain called 10.0008 acre tract conveyed to Coastal Bend Land Investments, LP by an instrument of record in Document Number 2007047399, B.C.O.R., and the aforementioned Lot 53; Thence, South 03° 24' 33" East, along the east line of said 10 acre tract and said Lot 47, same being the west lines of said 10.0008 acre tract, the aforementioned 10.00 acre tract, and said Lot 53, 496.00 feet to the POINT OF BEGINNING and containing 27.946 acres of land.

TRACT 3 (Phase 1 – D-02 – 18.155 Acres): Being 18.155 acres of land located in the H.T.& B. R.R. Company Survey, Section 64, (A.K.A.) Mary V. O'Donnell Survey, Abstract 483, Brazoria County, Texas, and also being a portion of Outlots 180 and 175 of the Dr. A. A. Luther Subdivision of Manvel and Surrounding

rvey, Section 64, (A.K.A.) Mary V. O'Donnell Survey, Abstract 483, Brazoria County, Texas, and also being a portion of Outlots 180 and 175 of the Dr. A. A. Luther Subdivision of Manvel and Surrounding Acreage Property, according to the plat recorded in Volume 1, Pages 71-72, and Volume 3, Pages 139-140 of the Plat Records of Brazoria County, Texas (B.C.P.R.), and a portion of those certain tracts conveyed to Four Forty Three, Ltd. (described as Fourth Tract and Fifth Tract) by instrument of record in Volume 1048, Page 760, of the Deed Records of said Brazoria County, Texas (B.C.D.R.), said 18.155 acres being more particularly described as follows (all bearings referenced to the Texas Coordinate System, South Central Zone, NAD 83, 1993 adjustment); BEGINNING at a 5/8-inch iron rod with cap stamped, "LJA ENG" found for the southeast corner of said Fourth Tract and Outlot 175 of said Dr. A. A. Luther Subdivision, and on the northerly line of a 40 foot wide right-of-way as shown on said Dr. A. A. Luther Subdivision, and on the west line of Bluewater Lakes Section 6, a subdivision of record under Document Number 2021010722, of the Official Public Records of said Brazoria County, Texas (B.C.O.P.R.), from which a found 1/2-inch iron rod with cap stamped, "S ADAMS RPLS 3666" bears North 05° 54' 03" West, 0.73 feet; Thence, North 70° 26' 02" West, along a southerly line of said Fourth Tractand said Outlot 175, same being a northerly line of said 40 foot wide right-of-way, 105.80 feet to a 5/8inch iron rod with cap stamped, "LJA SURVEY" set for corner; rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 40° 28' 34" West, 51.87 feet to a 5/8-inch iron rod with cap stamped, "LJA

t, departing said common line, 65.63 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 40° 28' 34" West, 51.87 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; 4843-8779-6475v.6 63188-5 EXHIBIT "A" - PROPERTY DESCRIPTION - Page 6 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 87 of 105 Thence, North 38° 42' 51" West, 93.39 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 48° 20' 37" West, 115.27 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 30° 49' 18" West, 48.00 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 10° 06' 22" West, 53.75 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 07° 38' 46" East, 106.82 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 02° 25' 04" East, 286.59 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 02° 43' 59" West, 262.86 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 04° 17' 22" East, 155.10 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 15° 05' 35" East, 117.86 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 25° 25' 35" East, 126.32 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 36° 09' 30" East, 86.01 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 30° 10' 54" East, 35.91 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner;

East, 86.01 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 30° 10' 54" East, 35.91 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 86° 49' 57" East, 492.48 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 03° 10' 03" East, 235.00 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 86° 48' 34" West, 41.65 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; 4843-8779-6475v.6 63188-5 EXHIBIT "A" - PROPERTY DESCRIPTION - Page 7 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 88 of 105 Thence, South 03° 10' 03" East, 119.98 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 15° 44' 52" East, 167.61 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 15° 44' 52" East, 60.00 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 74° 15' 08" West, 17.67 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 15° 44' 52" East, 115.00 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 60° 44' 52" East, 14.14 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 19° 31' 11" West, 285.88 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner on the south line of the aforementioned Outlot 180 and the aforementioned Fourth Tract, same being the north line of the aforementioned Bluewater Lakes Section 6; Thence, North 70° 28' 49" West, along said common line, 122.25 feet to a 5/8-inch iron

0 and the aforementioned Fourth Tract, same being the north line of the aforementioned Bluewater Lakes Section 6; Thence, North 70° 28' 49" West, along said common line, 122.25 feet to a 5/8-inch iron rod with cap stamped, “LJA ENG" found for the southwest corner of said 20.000 acre tract, same being the northwest corner of said Bluewater Lakes Section 6, said point being on the west line of said Outlot 180, same being an easterly line of the aforementioned Outlot 175, and the aforementioned 46.35 acre tract, from which a found 1/2-inch iron rod with cap stamped, "S ADAMS RPLS 3666" bears North 03° 19' 39" East, 0.47 feet; Thence, South 19° 29' 54" West, along the east line of said Fourth Tract and said Outlot 175, same being the west line of said Bluewater Lakes Section 6, 659.93 feet to the POINT OF BEGINNING and containing 18.155 acres of land.

TRACT 4 (Phase 1 - A-03A - 10.916 Acres): Being 10.916 acres of land located in the H.T.& B. R.R. Company Survey, Section 73, Abstract 301, Brazoria County, Texas, and also being a portion of Lots 33, 34, and 42 of the Allison Richey Gulf Coast Home Company Part of Suburban Gardens Section 73, a subdivision of record in Volume 2, Pages 91-92 of the Plat Records of said Brazoria County, Texas (B.C.P.R.), a portion of that certain called 19.944 acre tract conveyed to Eastbank Bayou, LP by an instrument of record in Document Number 2008004369, of the Official Records of said Brazoria EXHIBIT "A" - PROPERTY DESCRIPTION - Page 8 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 89 of 105 County, Texas (B.C.O.R.), a portion of that certain called 19.950 acre tract conveyed to Eastbank Bayou, L.P. by an instrument of record in Document Number 2007022032, B.C.O.R., and a

9 Page 89 of 105 County, Texas (B.C.O.R.), a portion of that certain called 19.950 acre tract conveyed to Eastbank Bayou, L.P. by an instrument of record in Document Number 2007022032, B.C.O.R., and a portion of that certain tract (described as First Tract) conveyed to Four forty-Three, Ltd. by an instrument of record in Volume 1048, Page 760 of the Deed Records of said Brazoria County, Texas (B.C.D.R.), said 10.916 acres being more particularly described as follows (all bearings referenced to the Texas Coordinate System, South Central Zone, NAD 83, 1993 adjustment); BEGINNING at a 1/2-inch iron rod with cap stamped "S ADAMS RPLS 3666" found for the northeast corner said Lot 34 and said First Tract, same being the northwest corner of said Lot 42 and said 19.944 acre tract, same being the southeast corner of said Lot 33 and said 19.950 acre tract, and the southwest corner of Lot 41 of said Section 73, and that certain called 5 acre tract conveyed to Katherine Ott Miles by an instrument of record in Volume 1495, Page 1, B.C.D.R.; Thence, North 86° 49' 56" East, along the north line of said Lot 42 and said 19.944 acre tract common to the south lines of said Lot 41, said Katherine Ott Miles tract and that certain 5 acre tract conveyed to Peggy Coldwell and Charles Eugene Coldwell Jr. by an instrument of record in File Number 96-028237, B.C.O.R., 610.66 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, from which a 1/2-inch iron rod with cap stamped "S ADAMS RPLS 3666" found for reference bears North 86° 49' 56" East, 66.82 feet; Thence, South 03° 10' 04" East, departing the north line of said Lot 42 and said 19.944 acre tract, same being the south line I said Lot 41 and said Peggy Coldwell and Charles Eugene

East, 66.82 feet; Thence, South 03° 10' 04" East, departing the north line of said Lot 42 and said 19.944 acre tract, same being the south line I said Lot 41 and said Peggy Coldwell and Charles Eugene Coldwell Jr. tract, 110.00 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 39.27 feet along the arc of a tangent curve to the left, having a radius of 25.00 feet, a central angle of 90° 00' 00", and a chord which bears South 48° 10' 04" East, 35.36 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 86° 49' 56" East, 23.07 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner on the east line of said Lot 42 and said 19.944 acre tract, same being the west line of Lot 50 of said Section 73 and that certain called 10 Acre tract conveyed to Four Forty-Three Annex No. 1, Ltd., by instrument of record under File Number 2006045403, B.C.O.R.; with Thence, South 03° 24' 33" East, along said common line, 191.19 feet to a 5/8-inch iron rod I cap stamped, "LJA SURVEY" set for corner; Thence, North 89° 54' 20" West, departing said common line, 196.68 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 86° 49' 56" West, 466.14 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; EXHIBIT "A" - PROPERTY DESCRIPTION – Page 9 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 90 of 105 Thence, 94.30 feet along the arc of a non-tangent curve to the left, having a radius of 1,292.02 feet, a central angle of 04° 10' 55", and a chord which bears South 06° 17' 38" West, 94.28

Thence, 94.30 feet along the arc of a non-tangent curve to the left, having a radius of 1,292.02 feet, a central angle of 04° 10' 55", and a chord which bears South 06° 17' 38" West, 94.28 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 85° 29' 40" West, 60.17 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 04° 10' 01" West, 17.62 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 86° 10' 19" West, 120.00 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 04° 00' 13" East, 9.87 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 85° 49' 15" West, 119.98 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 11.03 feet along the arc of a non-tangent curve to the right, having a radius of 460.83 feet, a central angle of 01° 22' 19", and a chord which bears North 04° 14' 56" East, 11.03 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 85° 27' 19" West, 59.99 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 38.60 feet along the arc of a non-tangent curve to the right, having a radius of 25.02 feet, a central angle of 88° 23' 11", and a chord which bears South 47° 32' 07" West, 34.88 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 88° 15' 07" West, 92.28 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 50.32 feet along the arc of a non-tangent curve to the right, having a radius of

est, 92.28 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 50.32 feet along the arc of a non-tangent curve to the right, having a radius of 29.79 feet, a central angle of 96° 46' 53", and a chord which bears North 40° 01' 58" West, 44.55 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 85° 34' 29" West, 120.22 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 280.30 feet along the arc of a non-tangent curve to the right, having a radius of 2,077.76 feet, a central angle of 07° 43' 46", and a chord which bears North 07° 57' 43" East, 280.09 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; 4843-8779-6475v.6 63188-5 EXHIBIT "A" - PROPERTY DESCRIPTION – Page 10 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 91 of 105 Thence, North 12° 23' 01" East, 200.32 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 77° 47' 04" East, 552.06 feet to the POINT OF BEGINNING and containing 10.916 acres of land.

TRACT 5 (Phase 1 – B-07 – 31.278 Acres): Being 31.278 acres of land located in the H.T.& B. R.R. Company Survey, Section 73, Abstract 301 and the H.T.& B. R.R. Company Survey, Section 64, (A.K.A.) Mary V. O'Donnell Survey, Abstract 483, Brazoria County, Texas, and also being all of Lot 24 and a portion of Lots 15, 16, 23, 31 and 32 of the Allison Richey Gulf Coast Home Company Part of Suburban Gardens Subdivision, Section 73, according to the plat recorded in Volume 2, Pages 91-92, of the Plat Records of Brazoria County, Texas (B.C.P.R.), a portion of Outlots 175 and 195 of the Dr. A.

urban Gardens Subdivision, Section 73, according to the plat recorded in Volume 2, Pages 91-92, of the Plat Records of Brazoria County, Texas (B.C.P.R.), a portion of Outlots 175 and 195 of the Dr. A.

A. Luther Subdivision of Manvel and Surrounding Acreage Property, according to the plat recorded in Volume 1, Pages 71-72, and Volume 3, Pages 139-140, B.C.P.R., a portion of those certain tracts conveyed to Four Forty Three, Ltd. (described as First Tract and Fourth Tract) by an instrument of record in Volume 1048, Page 760, of the Deed Records of said Brazoria County, Texas (B.C.D.R.), and a portion of that certain called 9.972 acre tract conveyed to Westbank Bayou, LP by an instrument of record under Document Number 2007018701 of the Official Records of said Brazoria County, Texas (B.C.O.R.), said 31.278 acres being more particularly described as follows (all bearings referenced to the Texas Coordinate System, South Central Zone, NAD 83, 1993 adjustment); COMMENCING for reference at 1/2-inch iron rod with cap stamped "S ADAMS RPLS 3666" found for the northwest corner of a 40 foot wide right-of-way as shown on said Dr. A. A.

Luther Subdivision, same being the northeast corner of said Fourth Tract (called 46.35 acres), and said Outlot 195, said point lying on the south line of Lot 40 of said Section 73, said First Tract and said H.T.& B. R.R. Company Survey, Section 73, same being the north line of said Mary V. O'Donnell Survey, from which a 1/2-inch iron with cap stamped, "S ADAMS RPLS 3666" found for southeast corner of said Lot 40 and said First Tract, same being the southwest corner of that certain tract conveyed to Brad J. Batteau by an instrument of record in Document Number 2019001447, B.C.O.P.R., and Lot 48 of said Section 73, bears North 86° 49' 56" East,

he southwest corner of that certain tract conveyed to Brad J. Batteau by an instrument of record in Document Number 2019001447, B.C.O.P.R., and Lot 48 of said Section 73, bears North 86° 49' 56" East, 147.25 feet; Thence, South 86° 49' 56" West, along the south lines of said Lots 40 and 32, the south line of said H.T.& B. R.R. Company Survey, Section 73, and the south line of said First Tract, same being the north line of said Outlot 195, said Mary V. O'Donnell Survey, and the north line of said 46.35 acre tract, 823.52 feet to a point; EXHIBIT "A" – PROPERTY DESCRIPTION - Page 11 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 92 of 105 Thence, South 03° 10' 04" East, departing the south line of said Lot 32, said First Tract and said H.T.& B. R.R. Company Survey, Section 73, same being the north line of said Mary V.

O'Donnell Survey, said Outlot 195, and said 46.35 acre tract, 66.60 feet to the southeast corner and the POINT OF BEGINNING of the herein described tract, the beginning of a curve; Thence, 250.44 feet along the arc of a non-tangent curve to the right, having a radius of 500.00 feet, a central angle of 28° 41' 52", and a chord which bears South 86° 21' 36" West, 247.83 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 79° 17' 28" West, 55.05 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 79° 17' 34" West, 80.02 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 119.64 feet along the arc of a non-tangent curve to the left, having a radius of 500.00 feet, a central angle of 13° 42' 34", and a chord which bears North 86° 18' 46″ West, 119.35

of a curve; Thence, 119.64 feet along the arc of a non-tangent curve to the left, having a radius of 500.00 feet, a central angle of 13° 42' 34", and a chord which bears North 86° 18' 46″ West, 119.35 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 86° 49' 57" West, 799.50 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 26° 46' 53" East, 274.96 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 20° 10' 53" East, 208.27 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 102.61 feet along the arc of a non-tangent curve to the left, having a radius of 113.64 feet, a central angle of 51° 44' 16", and a chord which bears North 07° 15' 18" West, 99.16 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 35° 33' 28" West, 95.10 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 31° 39' 25" West, 106.41 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 30° 30' 39" West, 149.29 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 15° 29' 15" West, 42.55 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; EXHIBIT "A" - PROPERTY DESCRIPTION – Page 12 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 93 of 105 Thence, North 08° 03' 50" West, 158.61 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 13° 07' 36" West, 59.28 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner;

West, 158.61 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 13° 07' 36" West, 59.28 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 16° 11' 41" West, 70.00 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 34° 08′ 46" West, 104.76 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 31° 32' 30" West, 42.49 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 86° 21' 28" East, 1,035.60 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 72.74 feet along the arc of a non-tangent curve to the right, having a radius of 2,270.00 feet, a central angle of 01° 50' 09", and a chord which bears North 10° 15' 57" East, 72.73 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; SURVEY" set for corner; Thence, South 10° 38' 06" West, 45.46 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 1,147.39 feet along the arc of a non-tangent curve to the left, having a radius of 1,131.73 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 22° 59' 32" East, 42.43 feet to the POINT OF BEGINNING and containing 31.278 acres of land.

TRACT 6 (Phase 1 - C-03 – 29.905 Acres): Being 29.905 acres of land located in the H.T.& B. R.R. Company Survey, Section 73, Abstract 301 and the H.T.& B. R.R. Company Survey, Section 64, (A.K.A.) Mary V. O'Donnell

1 - C-03 – 29.905 Acres): Being 29.905 acres of land located in the H.T.& B. R.R. Company Survey, Section 73, Abstract 301 and the H.T.& B. R.R. Company Survey, Section 64, (A.K.A.) Mary V. O'Donnell Survey, Abstract 483, Brazoria County, Texas, and also being a portion of Outlot 195 of the Dr.

A. A. Luther Subdivision of Manvel and Surrounding Acreage Property, according to the plat recorded in Volume 1, Pages 71-72, and Volume 3, Pages 139-140 of the Plat Records of said EXHIBIT "A" - PROPERTY DESCRIPTION – Page 13 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 94 of 105 Brazoria County, Texas (B.C.P.R.), being all of Lot 40 and a portion of Lots 31, 32, 39, and 47 of the Allison Richey Gulf Coast Home Company Part of Suburban Gardens Subdivision, Section 73, according to the plat recorded in Volume 2, Pages 91-92, B.C.P.R., a portion of those certain tracts conveyed to Four Forty Three, Ltd. (described as First Tract and Fourth Tract) by instrument of record in Volume 1048, Page 760, of the Deed Records of said Brazoria County, Texas (B.C.D.R.), and a portion of that certain called 10 acre tract (Lot 47) conveyed to Eastbank Bayou, LP by an instrument of record under Document Number 2008004367, of the Official Records of Brazoria County, Texas (B.C.O.R.) said 29.905 acres being more particularly described as follows (all bearings referenced to the Texas Coordinate System, South Central Zone, NAD 83, 1993 adjustment); BEGINNING at 1/2-inch iron rod with cap stamped "S ADAMS RPLS 3666" found for the northwest corner of a 40 foot wide right-of-way as shown on said Dr. A. A. Luther Subdivision, same being the northeast corner of said Fourth Tract (called 46.35 acres), and said

S 3666" found for the northwest corner of a 40 foot wide right-of-way as shown on said Dr. A. A. Luther Subdivision, same being the northeast corner of said Fourth Tract (called 46.35 acres), and said Outlot 195, said point lying on the south line of said Lot 40 and said First Tract, same being the north line of said Mary V. O'Donnell Survey; Thence, South 19° 31' 43" West, departing the south line of said Lot 40, said Section 73, and said First Tract same being the north line of said Mary V. O'Donnell Survey, along the southeasterly line of said 46.35 acre tract and said Outlot 195, same being the northwesterly line of said 40 foot wide right-of-way, 237.23 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 70° 28' 17" West, departing said common line, 340.27 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 324.76 feet along the arc of a non-tangent curve to the left, having a radius of 472.48 feet, a central angle of 39° 22' 55", and a chord which bears South 89° 47' 18" West, 318.40 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a compound curve; Thence, 49.74 feet along the arc of a non-tangent curve to the left, having a radius of 30.00 feet, a central angle of 95° 00' 00", and a chord which bears South 24° 30' 41" West, 44.24 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 22° 58' 34" West, 62.85 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 72° 00' 41" West, 60.24 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 22° 59' 32" West, 42.43 feet to a 5/8-inch iron rod with cap stamped, "LJA

hence, South 72° 00' 41" West, 60.24 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 22° 59' 32" West, 42.43 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; EXHIBIT "A" - PROPERTY DESCRIPTION - Page 14 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 95 of 105 Thence, 1,147.39 feet along the arc of a non-tangent curve to the right, having a radius of 2,000.72 feet, a central angle of 32° 51' 31", and a chord which bears North 06° 33' 23" West, 1,131.73 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 10° 38' 06" East, 45.46 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 78° 48' 58" East, 279.97 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 87° 37' 54" East, 544.74 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 63° 07' 11" East, 350.84 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 81° 09' 55" East, 592.12 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner on the east line of the aforementioned Lot 47, and the aforementioned 10 acre tract, same being the the west line of Lot 53 of said Section 73, and that certain called 10.00 acre tract conveyed to MSPARK LLC by an instrument of record under Document Number 2019049329, of the Official Public Records of said Brazoria County, Texas, (B.C.O.P.R); Thence, South 03° 24' 33" East, along the east line of said 10 acre tract, and said Lot 47, same being the west line of said Lot 53, and said 10.00 acre tract, 66.47 feet to a 5/8-inch iron rod

.P.R); Thence, South 03° 24' 33" East, along the east line of said 10 acre tract, and said Lot 47, same being the west line of said Lot 53, and said 10.00 acre tract, 66.47 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" previously set the southeast corner of said Lot 47, and said 10 are tract, same being the southwest corner of said 10.00 acre tract and said Lot 53, same being the northeast corner of that certain tract conveyed to Brad J. Batteau by an instrument of record in Document Number 2019001447, B.C.O.P.R. and Lot 48 of said Section 73, same being the northwest corner of that certain called 1.000 acre tract (Tract 2) conveyed to Roger Hernandez Granarillas and Sheila M. Rosario Crespo by an instrument of record in Document Number 2015020827, B.C.O.R., and Lot 54 of said Section 73; Thence, South 86° 49' 54" West, along the south line of said Lot 47 and said 10 acre tract, same being the north line of said Brad J. Batteau tract and said Lot 48, at 30.03 feet passing a 1/2inch iron with cap stamped, "S ADAMS RPLS 3666" found for reference, continuing for a total distance of 658.16 feet to a 1/2-inch iron with cap stamped, "S ADAMS RPLS 3666" found for the northwest corner of said Brad J. Batteau tract, and said Lot 48, same being the southwest corner of said 10 acre tract and said Lot 47, same being the common east corner of the aforementioned Lots 39 and 40 of said Section 73, and on an interior southeasterly line of the aforementioned First Tract; Thence, South 03° 24' 33" East, along the west line of said Brad J. Batteau tract and said Lot 48, same being the east line of said Lot 40, and an interior southeasterly line of said First Tract, 659.98 feet to a 1/2-inch iron with cap stamped, "S ADAMS RPLS 3666" found for the

act and said Lot 48, same being the east line of said Lot 40, and an interior southeasterly line of said First Tract, 659.98 feet to a 1/2-inch iron with cap stamped, "S ADAMS RPLS 3666" found for the EXHIBIT "A" - PROPERTY DESCRIPTION – Page 15 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 96 of 105 southeast corner of said Lot 40, and said First Tract, same being the southwest corner said Brad J. Batteau tract and said Lot 48, said point being on the south line of said Section 73, same being the north line of Outlot 181 of the aforementioned Dr. A. A. Luther Subdivision, and the north line of the aforementioned Mary V. O'Donnell Survey, from which a found 5/8-inch iron rod with cap stamped "ADVANCED SURVEY INC" bears, South 28° 25' 02" West, 10.09 feet; Thence, South 86° 49' 56" West, along the south line of said Lot 40, said Section 73, and said First Tract. same being the north line of said Outlot 181, and said Mary V. O'Donnell survey, 147.25 feet to the POINT OF BEGINNING and containing 29.905 acres of land.

TRACT 7 (Phase 1 - D-01-28.056 Acres): Being 28.056 acres of land located in the H.T.& B. R.R. Company Survey, Section 64, (A.K.A.) Mary V. O'Donnell Survey, Abstract 483, Brazoria County, Texas, and also being a portion of Outlots 175, 180, and 195 of the Dr. A. A. Luther Subdivision of Manvel and Surrounding Acreage Property, according to the plat recorded in Volume 1, Pages 71-72, and Volume 3, Pages 139-140, of the Plat Records of said Brazoria County, Texas (B.C.P.R.), and a portion of those certain tracts conveyed to Four Forty Three, Ltd. (described as Fourth Tract and Fifth Tract) by instrument of record in Volume 1048, Page 760, of the Deed Records of said

.R.), and a portion of those certain tracts conveyed to Four Forty Three, Ltd. (described as Fourth Tract and Fifth Tract) by instrument of record in Volume 1048, Page 760, of the Deed Records of said Brazoria County, Texas (B.C.D.R.), said 28.056 acres being more particularly described as follows (all bearings referenced to the Texas Coordinate System, South Central Zone, NAD 83, 1993 adjustment); COMMENCING at a 1-inch iron pipe found for the south corner of said Fifth Tract (called 20.000 acres), same point being on a northerly line of Bluewater Lakes Section 2, a subdivision of record in Document Number 2018017804 of the Official Public Records of said Brazoria County, Texas (B.C.O.P.R.), and on the west right of way line of a called 40 foot wide right-of-way as shown on said Dr. A. A. Luther Subdivision, Thence, North 70° 28' 49" West, departing the east line of said Outlot 180, along the north line of said Bluewater Lakes Section 2, same being the south line of said 20.000 acre tract, 18.37 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for a northerly corner of said Bluewater Lakes Section 2, same being the northeast corner of Pollard Boulevard Street Dedication, a subdivision of record in Document Number 2018017864, B.C.O.P.R. and the POINT OF BEGINNING of the herein described tract; Thence, North 70° 28' 49" West, along the south line of said 20.000 acre tract, same being the northerly lines of said Pollard Boulevard Street Dedication, Bluewater Lakes Section 5, a subdivision of record under Document Number 2020074480, B.C.O.P.R., and Bluewater Lakes Section 6, a subdivision of record under Document Number 2021010722, B.C.O.P.R., 1,179.37 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, from which a 5/8-

d Bluewater Lakes Section 6, a subdivision of record under Document Number 2021010722, B.C.O.P.R., 1,179.37 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, from which a 5/8EXHIBIT "A" - PROPERTY DESCRIPTION – Page 16 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 97 of 105 inch iron rod with cap stamped, "LJA ENG" found for the southwest corner of said 20.000 acre tract, same being the northwest corner of said Bluewater Lakes Section 6, said point being on the west line of said Outlot 180, same being an easterly line of aforementioned Outlot 175, and the aforementioned 46.35 acre tract, bears North 70° 28' 49" West, 122.25 feet, from said common corner a found 1/2-inch iron rod with cap stamped, "S ADAMS RPLS 3666" bears North 03° 19' 39" East, 0.47 feet Thence, North 19° 31' 11" East, departing said common line, 285.88 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 60° 44' 52" West, 14.14 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 15° 44' 52" West, 115.00 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 74° 15' 08" East, 17.67 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 15° 44' 52" West, 227.61 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 03° 10' 03" West, 119.98 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 86° 48' 34" East, 41.65 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 03° 10' 03" West, 235.00 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner;

East, 41.65 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 03° 10' 03" West, 235.00 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, North 86° 49' 57" East, 307.01 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 119.64 feet along the arc of a tangent curve to the right, having a radius of 500.00 feet, a central angle of 13° 42' 34", and a chord which bears South 86° 18' 46" East, 119.35 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 79° 17' 31" East, 135.07 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 250.43 feet along the arc of a tangent curve to the left, having a radius of 500.00 feet, a central angle of 28° 41' 51", and a chord which bears North 86° 21' 36" East, 247.82 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a compound curve; EXHIBIT "A" - PROPERTY DESCRIPTION – Page 17 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 98 of 105 Thence, North 72° 00' 41" East, 60.24 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 22° 58' 34" East, 62.85 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner; Thence, South 22° 59' 19" East, 225.66 feet to a 5/8-inch iron rod with cap stamped, "LJA SURVEY" set for corner, the beginning of a curve; Thence, 1,137.38 feet along the arc of a tangent curve to the right, having a radius of

nning of a curve; Thence, 1,137.38 feet along the arc of a tangent curve to the right, having a radius of 1,119.74 feet to the POINT OF BEGINNING and containing 28.056 acres of land.

TRACT 8 (Phase 1 - A-07 - 27.808 Acres): Being 27.808 acres of land located in the H.T.& B. R.R. Company Survey, Section 73, Abstract 301, Brazoria County, Texas, being all of Lots 36 and 44 and a portion of Lots 29, 35, 37, 43, and 45 of the Allison Richey Gulf Coast Home Company Part of Suburban Gardens Subdivision, Section 73, according to the plat recorded in Volume 2, Pages 91-92, of the Plat Records of said Brazoria County, Texas, (B.C.P.R.), a portion of that certain tract conveyed to Four Forty Three, Ltd. (described as First Tract) by instrument of record in Volume 1048, Page 760, of the Deed Records of said Brazoria County, Texas (B.C.D.R.), and that certain called 19.944 acre tract conveyed to Eastbank Bayou, LP by an instrument of record under Document Number 2008004369, of the Official Records of said Brazoria County, Texas, (B.C.O.R.), said 27.808 acres being more particularly described as follows (all bearings referenced to the Texas Coordinate System, South Central Zone, NAD 83, 1993 adjustment); COMMENCING for reference at a 5/8-inch iron rod with cap stamped “LJA SURVEY" previously set for the common corner of Lots 42, 43, 50, and 51 of said Section 73, same being the southwest corner of that certain called 10 acre tract (Lot 50) conveyed to Four Forty Three Annex No. 1 Ltd by an instrument of record in Document Number 2006045403, B.C.O.R., same being the northwest corner of that certain tract of land conveyed to Louis Lira by an instrument

ur Forty Three Annex No. 1 Ltd by an instrument of record in Document Number 2006045403, B.C.O.R., same being the northwest corner of that certain tract of land conveyed to Louis Lira by an instrument of record in Volume 1694, Page 653, B.C.D.R., and lying on the east line of said 19.944 acre tract, from which a 1/2-inch iron rod with cap stamped "S ADAMS RPLS 3666" found for reference, bears North 86° 49' 56" East, 19.75 feet; Thence, South 03° 24' 33" East, along the west line of said Louis Lira Tract, and said Lot 51, same being the east line of said 19.944 acre tract, and said Lot 43, 461.72 feet to the northeast corner and POINT OF BEGINNING of the herein described tract; 4843-8779-6475v.6 63188-5 EXHIBIT "A" - PROPERTY DESCRIPTION - Page 18 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 99 of 105 Thence, South 03° 24' 33" East, continuing along the east line of said 19.944 acre tract, said First Tract, Lot 43 and the aforementioned Lots 44 and 45, same being the west line of said Louis Lira Tract, that certain called 40.0060 acre tract conveyed to Coastal Bend Land Investments, LP by an instrument of record in Document Number 2006049617, B.C.O.R., said Lot 51 and Lot 52 of said Section 73, 923.96 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, South 86° 57' 11" West, departing the east line of said First Tract and said Lot 45, same being the west line of said 40.0060 acre tract, 1,316.82 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, North 02° 40' 09" West, 52.94 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner on the west line of the aforementioned Lot 37, same being the east line of the aforementioned Lot 29, of said Section 73;

52.94 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner on the west line of the aforementioned Lot 37, same being the east line of the aforementioned Lot 29, of said Section 73; Thence, North 03° 27' 03" West, along said common line, at 9.73 feet, passing a 5/8-inch iron rod found for the southeast corner of that certain called 149.639 acre tract conveyed to the City of Manvel by an instrument of record under Document Number 2018034498, of the Official Public Records of said Brazoria County, Texas, (B.C.O.P.R.), same being the common corner of said Lots 29, 36, 37 and Lot 28 of said Section 73, continuing along the east line of said 149.639 acre tract and said Lot 28 and Lot 27 of said Section 73, same being the west line of said Lot 36 and the aforementioned Lot 35, for a total distance of 846.70 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, North 86° 32' 57" East, departing the east line of said 149.639 acre tract and said Lot 27, same being the west line of said Lot 35, 120.00 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner, the beginning of a curve; Thence, 47.12 feet along the arc of a non-tangent curve to the right, having a radius of feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, North 86° 32' 57" East, 145.32 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, North 84° 26' 34" East, 25.73 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, North 82° 20' 10" East, 112.52 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner, the beginning of a curve;

8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, North 82° 20' 10" East, 112.52 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner, the beginning of a curve; Thence, 41.28 feet along the arc of a tangent curve to the right, having a radius of 25.00 feet, a central angle of 94° 37' 01", and a chord which bears South 50° 21' 19" East, 36.75 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY” set for corner; EXHIBIT "A" - PROPERTY DESCRIPTION – Page 19 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 100 of 105 Thence, North 86° 57' 11" East, 90.00 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner; SURVEY" set for corner, the beginning of a curve; Thence, 36.66 feet along the arc of a tangent curve to the right, having a radius of 25.00 feet, a central angle of 84° 01' 14", and a chord which bears North 38° 57' 49" East, 33.46 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner, the beginning of a reverse curve; Thence, 202.63 feet along the arc of a tangent curve to the left, having a radius of 330.00 feet, a central angle of 35° 10' 56", and a chord which bears North 63° 22' 58″ East, 199.47 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner; Thence, South 19° 04' 43" East, 189.42 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner; Thence, South 39° 53' 40" West, 20.00 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner, the beginning of a curve; Thence, 53.99 feet along the arc of a non-tangent curve to the right, having a radius of

West, 20.00 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner, the beginning of a curve; Thence, 53.99 feet along the arc of a non-tangent curve to the right, having a radius of feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, South 78° 12' 30" East, 20.00 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner, the beginning of a curve; Thence, 142.02 feet along the arc of a non-tangent curve to the left, having a radius of 228.92 feet, a central angle of 35° 32' 49", and a chord which bears North 36° 41' 56″ East, 139.76 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, North 86° 38' 56" East, 124.77 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, North 31° 40' 32" East, 20.00 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner, the beginning of a curve; Thence, 93.60 feet along the arc of a non-tangent curve to the left, having a radius of feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY” set for corner; Thence, North 86° 35' 27" East, 127.31 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner; 4843-8779-6475v.6 63188-5 EXHIBIT "A" - PROPERTY DESCRIPTION - Page 20 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 101 of 105 Thence, South 75° 38' 05" East, 31.50 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, North 86° 35' 27" East, 30.00 feet to the POINT OF BEGINNING and containing 27.808 acres of land.

38' 05" East, 31.50 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, North 86° 35' 27" East, 30.00 feet to the POINT OF BEGINNING and containing 27.808 acres of land.

TRACT 9 (Phase 1 - A-04A - 12.805 Acres): Being 12.805 acres of land located in the H.T.& B. R.R. Company Survey, Section 73, Abstract 301, Brazoria County, Texas, and also being a portion of Lots 34, 35, 42, and 43 of the Allison Richey Gulf Coast Home Company Part of Suburban Gardens Subdivision, Section 73, according to the plat recorded in Volume 2, Pages 91-92, of the Plat Records of said Brazoria County, Texas, (B.C.P.R.), a portion of that certain tract conveyed to Four Forty Three, Ltd.

(described as First Tract) by instrument of record in Volume 1048, Page 760, of the Deed Records of said Brazoria County, Texas (B.C.D.R.), and a portion of that certain called 19.944 acre tract conveyed to Eastbank Bayou, LP by an instrument of record under Document Number 2008004369, of the Official Records of said Brazoria County, Texas, (B.C.O.R.), said 12.805 acres being more particularly described as follows (all bearings referenced to the Texas Coordinate System, South Central Zone, NAD 83, 1993 adjustment); COMMENCING for reference at a 5/8-inch iron rod found for the southeast corner of that certain called 149.639 acre tract conveyed to the City of Manvel by an instrument of record under Document Number 2018034498, of the Official Public Records of said Brazoria County, Texas, (B.C.O.P.R.), same being the common corner of Lots 28, 29, 36 and 37 of said Section 73; Thence, North 03° 27' 03" West, along the cast line of said 149.639 acre tract and said Lot 28 and Lot 27 of said Section 73, same being the west line of said Lot 35 and Lot 36 of said

aid Section 73; Thence, North 03° 27' 03" West, along the cast line of said 149.639 acre tract and said Lot 28 and Lot 27 of said Section 73, same being the west line of said Lot 35 and Lot 36 of said Section 73, 836.97 feet to the southwest corner and the POINT OF BEGINNING of the herein described tract; Thence, North 03° 27' 03" West, continuing along the east line of said 149.639 acre tract and said Lot 27 and Lot 26 of said Section 73, same being the west line of said Lot 35 and Lot 34 of said Section 73, 551.83 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner, the beginning of a curve, from which a 5/8-inch iron rod with cap stamped "FMS" found for the northeast corner of said 149.639 acre tract and Lot 25 of said Section 73, same being the northwest corner of Lot 33 of said Section 73, and on the north line of that certain called 19.950 acre tract conveyed to Eastbank Bayou, L.P. by an instrument of record in Document Number 2007022032, B.C.O.R., and the north line of said Section 73, same being the south line of that certain called 6.978 acre tract conveyed to John Craig Lebourgeois by an instrument of record under Document Number 98-053061, B.C.O.R., the south line of Lot 24, of Division "O" of the aforementioned Allison Richey Gulf Coast Home Company Part of Suburban Gardens EXHIBIT "A" – PROPERTY DESCRIPTION - - Page VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 21 4843-8779-6475v.6 63188-5 2021068709 Page 102 of 105 Subdivision and the south line of the Mary V. O'Donnell Survey, Abstract 469, bears North 03° 27' 03" West, 1,252.24 feet, from said corner a found 1/2-inch iron rod bears South 81° 43' 50" East, 14.4 feet; Thence, 270.78 feet departing the east line of said 149.639 acre tract and said Lot 26, same

3" West, 1,252.24 feet, from said corner a found 1/2-inch iron rod bears South 81° 43' 50" East, 14.4 feet; Thence, 270.78 feet departing the east line of said 149.639 acre tract and said Lot 26, same being the west line of said Lot 34, along the arc of a tangent curve to the right, having a radius of 2,059.45 feet, a central angle of 07° 32' 00", and a chord which bears North 00° 18' 53″ East, 270.59 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, South 85° 34' 29" East, 120.22 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner, the beginning of a curve; Thence, 50.32 feet along the arc of a non-tangent curve to the left, having a radius of 29.79 feet, a central angle of 96° 46' 53", and a chord which bears South 40° 01' 58″ East, 44.55 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY” set for corner; Thence, South 88° 15' 07" East, 92.28 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner, the beginning of a curve; Thence, 38.60 feet along the arc of a non-tangent curve to the left, having a radius of feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, South 85° 27' 19" East, 59.99 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner, the beginning of a curve; Thence, 11.03 feet along the arc of a non-tangent curve to the left, having a radius of 460.83 feet, a central angle of 01° 22' 19", and a chord which bears South 04° 14' 56" West, 11.03 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, South 85° 49' 15" East, 119.98 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner;

" West, 11.03 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, South 85° 49' 15" East, 119.98 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, South 04° 00' 13" West, 9.87 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, South 86° 10' 19" East, 120.00 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner; Thence, North 04° 10' 01" East, 17.62 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, South 85° 29' 40" East, 60.17 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner, the beginning of a curve; EXHIBIT "A" - PROPERTY DESCRIPTION – Page 22 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 103 of 105 Thence, 37.70 feet along the arc of a non-tangent curve to the left, having a radius of 25.00 feet, a central angle of 86° 24' 05", and a chord which bears South 45° 14' 39" East, 34.23 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, South 01° 33' 19" West, 59.65 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner, the beginning of a curve; Thence, 43.69 feet along the arc of a non-tangent curve to the left, having a radius of 380.94 feet, a central angle of 06° 34' 15", and a chord which bears North 89° 39' 21" East, 43.66 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner; Thence, North 86° 49' 56" East, 49.83 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner, the beginning of a curve; Thence, 39.15 feet along the arc of a tangent curve to the right, having a radius of 25.00

st, 49.83 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner, the beginning of a curve; Thence, 39.15 feet along the arc of a tangent curve to the right, having a radius of 25.00 feet, a central angle of 89° 43' 01", and a chord which bears South 48° 18' 33″ East, 35.27 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, South 03° 27' 03" East, 24.30 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner, the beginning of a curve; Thence, 80.77 feet along the arc of a tangent curve to the left, having a radius of 330.00 feet, a central angle of 14° 01' 23", and a chord which bears South 10° 27' 45″ East, 80.57 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY” set for corner; Thence, South 17° 28' 26" East, 78.70 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner, the beginning of a curve; Thence, 198.87 feet along the arc of a tangent curve to the right, having a radius of 270.00 feet, a central angle of 42° 12' 04", and a chord which bears South 03° 37' 36" West, 194.40 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner; Thence, South 65° 16' 21" East, 56.87 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, South 26° 31' 19" West, 13.81 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner, the beginning of a curve; Thence, 306.72 feet along the arc of a non-tangent curve to the right, having a radius of 330.00 feet, a central angle of 53° 15' 12", and a chord which bears South 54° 20' 50" West, 295.80 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner, the beginning of a reverse curve; EXHIBIT "A" - PROPERTY DESCRIPTION - Page 23 VALENCIA

h bears South 54° 20' 50" West, 295.80 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner, the beginning of a reverse curve; EXHIBIT "A" - PROPERTY DESCRIPTION - Page 23 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 4843-8779-6475v.6 63188-5 2021068709 Page 104 of 105 Thence, 36.66 feet along the arc of a tangent curve to the left, having a radius of 25.00 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner; SURVEY" set for corner; Thence, South 86° 57' 11" West, 90.00 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner, the beginning of a curve; Thence, 41.28 feet along the arc of a non-tangent curve to the left, having a radius of 25.00 feet, a central angle of 94° 37' 01", and a chord which bears North 50° 21' 19" West, 36.75 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, South 82° 20' 10" West, 112.52 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner; Thence, South 84° 26' 34" West, 25.73 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner; Thence, South 86° 32' 57" West, 145.32 feet to a 5/8-inch iron rod with cap stamped "LJA SURVEY" set for corner, the beginning of a curve; Thence, 47.12 feet along the arc of a tangent curve to the left, having a radius of 30.00 feet, a central angle of 90° 00' 13", and a chord which bears South 41° 32' 57" West, 42.43 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner; Thence, South 86° 33' 03" West, 120.00 feet to the POINT OF BEGINNING and containing 12.805 acres of land.

32' 57" West, 42.43 feet to a 5/8-inch iron rod with cap stamped “LJA SURVEY" set for corner; Thence, South 86° 33' 03" West, 120.00 feet to the POINT OF BEGINNING and containing 12.805 acres of land.

[END OF PROPERTY DESCRIPTION] 4843-8779-6475v.6 63188-5 EXHIBIT “A” – PROPERTY DESCRIPTION – Page 24 VALENCIA DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2021068709 Page 105 of 105 FILED and RECORDED Filing and Recording Date: 10/18/2021 01:13:37 PM Pages: 105 Recording Fee: $443.00 Instrument Number: 2021068709 I hereby certify that this instrument was FILED on the date and time stamped hereon and RECORDED in the OFFICIAL PUBLIC RECORDS of Brazoria County, Texas.

STATE OF COUNTY TEXAS BRATORIA C Joyce Hudman, County Clerk Brazoria County, Texas OF ANY PROVISION CONTAINED IN ANY DOCUMENT WHICH RESTRICTS THE SALE, RENTAL, OR USE OF THE REAL PROPERTY DESCRIBED THEREIN BECAUSE OF RACE OR COLOR IS INVALID UNDER FEDERAL LAW AND IS UNENFORCEABLE.

DO NOT DESTROY - Warning, this document is part of the Official Public Record.

cclerk-regina