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HomeMy WebLinkAboutTITLE INSURANCECOMMITMENT FOR TITLE INSURANCE Issued By Old Republic National Title Insurance Company SCHEDULE A Effective Date: June 25, 2012, 08:00 am GF No. 29375 Commitment No. , issued July 9, 2012, 09:00 am The policy or policies to be issued are: (a) OWNER'S POLICY OF TITLE INSURANCE (Form T -1) (Not applicable for improved one -to -four family residential real estate) Policy Amount: PROPOSED INSURED: (b) TEXAS RESIDENTIAL OWNER'S POLICY OF TITLE INSURANCE - ONE -TO -FOUR FAMILY RESIDENCES (Form T -1R) Policy Amount: PROPOSED INSURED: (c) LOAN POLICY OF TITLE INSURANCE (Form T -2) Policy Amount: PROPOSED INSURED: Proposed Borrower: (d) TEXAS SHORT FORM RESIDENTIAL LOAN POLICY OF TITLE INSURANCE (Form T -2R) Policy Amount: PROPOSED INSURED: Proposed Borrower: (e) LOAN TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN (Form T -13) Binder Amount: PROPOSED INSURED: Proposed Borrower: (f) OTHER Policy Amount: PROPOSED INSURED: The interest in the land covered by this Commitment is: Fee Simple Record title to the land on the Effective Date appears to be vested in: BCS Development Company Legal description of the land: Metes and Bounds description of all that certain tract or parcel of land lying and being situated in the SAMUEL DAVIDSON LEAGUE, ABSTRACT NO. 13, Brazos County, Texas. Said tract being the remainder of a called 20.26 acre tract as described by a deed to BCS Development Company recorded in Volume 10257, Page 218 of the Official Public Records of Brazos County, Texas. Said tract being more particularly described by metes and bounds as follows: BEGINNING at a 1/2 inch rod found on the northeast line of a called 210.79 acre tract as described by a deed to Etharee Faye Caldwell recorded in Volume 1214, Page 671 of the Official Public Records of Brazos County, Texas, marking the most southerly corner of Meadowcreek Subdivision, Phase 4B, according to the Plat recorded in Volume 10759, Page 120 of the Official Public Records of Brazos County, Texas. THENCE: Along the common line of said remainder of 20.26 acre tract and Meadowcreek Subdivision, Phase 4B, for the following calls: N 42 47'47" E for a distance of 125.00 feet to the Southwest line of Sagewood Drive (50' R.O.W.); S 47° 12' 13" E along the Southwest line of Sagewood Drive for a distance of 10.00 feet; FORM T -7: Commitment for Title Insurance Page I Continuation of Schedule A © GF No. 29375 N 42° 47' 47" E across Sagewood Drive for a distance of 50.00 feet to the Northeast line of Sagewood Drive; N 47° 12' 13" W along the Northeast line of Sagewood Drive for a distance of 10.00 feet; N 42 47' 47" E for a distance of 110.00 feet to the Southwest line of Common Area #3, Meadowcreek Subdivision, Phase 4A, according to the Plat recorded in Volume 9491, Page 126 of the Official Public Records of Brazos County, Texas. THENCE: Along the common line of said remainder of 20.26 acre tract and Meadowcreek Subdivision, Phase 4A, for the following calls: S 47° 12' 13" E for a distance of 60.00 feet; S 54 19' 43 "E for a distance of 40.31 feet; S 47° 12' 13" E for a distance of 150.00 feet; S 42° 47' 47" W for a distance of 115.00 feet; S 47° 12' 13" E for a distance of 75.00 feet; N 42 47' 47" E for a distance of 115.00 feet; S 47 12' 13" E for a distance of 180.00 feet; N 42° 47' 47" E for a distance of 10.00 feet to the west corner of Common Area #8, Meadowcreek Subdivision, Phase 3. according to the Plat recorded in Volume 8285, Page 280 of the Official Public Records of Brazos County, Texas; THENCE: Along the common line of said remainder of 20.26 acre tract and Meadowcreek Subdivision, Phase 3, for the following calls: S 47 12' 13" E for a distance of 285.00 feet; N 42° 47' 47" E for a distance of 307.47 feet; S 59° 40' 22" E for a distance of 92.17 feet; N 42° 47' 47" E for a distance of 27.63 feet; S 47° 12' 13" E for a distance of 30.00 feet to the extension of the northwest line of Stewart Drive (50' R.O. W.); N 42° 47' 47" E along the extension of the Northwest line of Stewart Drive for a distance of 65.79 feet; S 47° 12' 13" E across Stewart Drive for a distance of 50.00 feet to the Northwest line of Common Area #4, Meadowcreek Subdivision, Phase 1, according to the plat recorded in Volume 7138, Page 121 of the Official Public Records of Brazos County, Texas. THENCE: S 42 47' 47" W along the common line of said Common Area #4 and said remainder of 20.26 acre tract, same being the extension of the Southeast line of Stewart Drive, for a distance of 120.79 feet to the West corner of said common area; THENCE: S 47° 12' 13" E continuing along the common line of said Common Area #4 and said remainder of 20.26 acre tract for a distance of 366.58 feet to a 5/8 inch iron rod found marking the North corner of a called 4.972 acre tract as described by a deed to Shelley Lynn White recorded in Volume 9255, Page 102 of the Official Public Records FORM T -7: Commitment for Title Insurance Page 2 Continuation of Schedule A GF No. 29375 of Brazos County, Texas; THENCE: S 42° 37' 21" W along the common line of said remainder of 20.26 acre tract and said 4.972 acre tract for a distance of 600.00 feet to a 5/8 inch iron rod found on the northeast line of the aforementioned 210.79 acre tract marking the south corner of said remainder of 20.26 acre tract and the West corner of a called 5.50 acre tract as described by a deed to Ricky L. Young recorded in Volume 3217, Page 36 of the Official Public Records of Brazos County, Texas; THENCE: N 47° 12' 13" W along the common line of said 20.26 acre tract and said 210.79 acre tract for a distance of 1328.40 feet to the POINT OF BEGINNING containing 12.722 acres of land more or less. Note: The Company is prohibited from insuring the area or quantity of the land described herein. Any statement in the above legal description of the area of land is not a representation that such area or quantity is correct, but is made only for informational and /or identification purposes and does not override Item No. 2 of Schedule B. FORM T -7: Commitment for Title Insurance Page 3 COMMITMENT FOR TITLE INSURANCE Issued By Old Republic National Title Insurance Company SCHEDULE B EXCEPTIONS FROM COVERAGE In addition to the Exclusions and Conditions and Stipulations, your Policy will not cover loss, costs, attorneys' fees, and expenses resulting from: 1. The following restrictive covenants of record itemized below (We must either insert specific recording data or delete this exception): Volume 10303, Page 224 of the Official Public Records of Brazos County, Texas. 2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements. 3. Homestead or community property or survivorship rights, if any, of any spouse of any insured. (Applies to the Owner's Policy only.) 4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of harbor or bulkhead lines as established or changed by any government, or to filled -in lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e. to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area. (Applies to the Owner's Policy only.) 5. Standby fees, taxes and assessments by any taxing authority for the year 2012, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11. 13, Texas Tax Code, or because of improvements not assessed for a previous tax year. (If Texas Short Form Residential Loan Policy (T -2R) is issued, that policy will substitute "which become due and payable subsequent to Date of Policy" in lieu of "for the year and subsequent years. ") 6. The terms and conditions of the documents creating your interest in the land. 7. Materials furnished or labor performed in connection with planned construction before signing and delivering the lien document described in Schedule A, if the land is part of the homestead of the owner. (Applies to the Loan Title Policy Binder on Interim Construction Loan only, and may be deleted if satisfactory evidence is furnished to us before a binder is issued.) 8. Liens and leases that affect the title to the land, but that are subordinate to the lien of the insured mortgage. (Applies to Loan Policy (T -2) only.) FORM T -7: Commitment for Title Insurance Page 4 Continuation of Schedule B GF No. 29375 The Exceptions from Coverage and Express Insurance in Schedule B of the Texas Short Form Residential Loan Policy (T- 2R). (Applies to Texas Short Form Residential Loan Policy (T -2R) only. Separate exceptions 1 through 8 of this Schedule B do not apply to the Texas Short Form Residential Loan Policy (T -2R). 10. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception.): a. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete land survey of the land. b. Easement granted to the City of Bryan d/b /a Bryan Texas Utilities (BTU) by Main Street Homes -CS, Ltd. as set out in instrument dated August 13, 2009, recorded in Volume 9354, Page 220 of the Official Public Records of Brazos County, Texas C. Mineral Reservation as set out in deed dated June 4, 1996 from W. T. Riedel, a/k/a Wilfred Riedel and James O. Alexander, Jr. to Wellborn Resources, LLC, recorded in Volume 2613, page 212, Official Public Records of Brazos County, Texas. Title to this interest not investigated subsequent to date of said instrument. d. Mineral Reservation as set out in deed dated January 25, 2005 from Wellborn Resources, L.P. to Main Street Homes -CS, Ltd., recorded in Volume 6500, page 287, Official Public Records of Brazos County, Texas. Title to this interest not investigated subsequent to date of said instrument. e. Estate created by oil, gas and mineral lease granted to RME Petroleum Company by W. T. Riedel a /k/a Wilfred T. Riedel by instrument dated July 2, 2001, recorded in Volume 4325, Page 194 of the Official Public Records of Brazos County, Texas, and all terms, conditions and stipulations contained therein. Title to this lease has not been investigated subsequent to date thereof. f. Rights of parties in possession. FORM T -7: Commitment for Title Insurance Page 5 COMMITMENT FOR TITLE INSURANCE Issued By Old Republic National Title Insurance Company SCHEDULE C Your Policy will not cover loss, costs, attorneys' fees, and expenses resulting from the following requirements that will appear as Exceptions in Schedule B of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is issued: 1. Documents creating your title or interest must be approved by us and must be signed, notarized and filed for record. Satisfactory evidence must be provided that: a. no person occupying the land claims any interest in that land against the persons named in paragraph 3 of Schedule A, b. all standby fees, taxes, assessments and charges against the property have been paid, C. all improvements or repairs to the property are completed and accepted by the owner, and that all contractors, subcontractors, laborers and suppliers have been fully paid, and that no mechanic's, laborer's or materialmen's liens have attached to the property, d. there is legal right of access to and from the land, e. (on a Loan Policy only) restrictions have not been and will not be violated that affect the validity and priority of the insured mortgage. You must pay the seller or borrower the agreed amount for your property or interest. Any defect, lien or other matter that may affect title to the land or interest insured, that arises or is filed after the effective date of this Commitment. 5. Vendor's Lien retained in deed dated July 13, 2011 from Main Street Homes -CS, Ltd. to BCS Development Company recorded in Volume 10257, page 218, securing the payment of one note of even date therewith in the principal sum of $261,900.00, payable to Commerce National Bank, and additionally secured by Deed of Trust of even date therewith executed by BCS Development Company to Richard C. Van Duyne, Trustee, said deed of trust filed for record with the County Clerk of Brazos County, Texas on July 18, 2011 and recorded in Volume 10257, Page 222 of the Official Public Records of Brazos County, Texas. Countersigned Aggieland Title Company LI FORM T -7: Commitment for Title Insurance Page 6 ARTICLES OF INCORPORATION W1 BCS DEVELOPMENT COMPANY In the Office of the Secrerar, „ c ±atp of Tpxas A U(3 2 4 2000 Corporations Section I, the undersigned natural person, of the age of twenty -one (21) years or more, a citizen of the State of Texas, acting as an incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE ONE The name of the corporation is BCS Development Company. The period of its duration is perpetual. ARTICLE THREE The purposes for which the corporation is formed are: To purchase, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with real and personal property, or either of them, or any interest therein, wherever situated, as the purposes of the corporation shall require. The transaction of any or all lawful business for which a corporation may be incorporated under the TEXAS BUSINESS CORPORATION ACT. In addition to the powers given unto the corporation by virtue of the purpose clause, and subject to the provision of Section B and C of Article 2.02 of the Texas Business Corporation Act, the corporation shall have all of the General Powers as enumerated in Article 2.02(A) of the Texas Business Corporation Act which is hereby incorporated herein by reference and made a part hereof for all purposes. Nothing in this Article grants any authority to officers or directors for the exercise of any of the foregoing powers, inconsistent with limitations on same which may be expressly set forth in Article 2.02 of the Texas Business Corporation Act or in these Articles of Incorporation or in any laws of the State of Texas. Authority of officers and directors to act beyond the scope of the purpose or purposes of the corporation is not granted by any provision of this Article. Nothing contained in this Article shall be deemed to authorize any action in violation of the Anti -Trust Laws of the State of Texas, as now existing or hereafter amended. ARTICLE FOUR The corporation is authorized to issue only one class of stock. The total number of shares that the corporation is authorized to issue is ONE HUNDRED THOUSAND (100,000.00). Each share will have a par value of ONE AND N01100 DOLLARS ($1.00). The directors shall have the right to determine in every instance the consideration, if any, in excess of the par value, for which the shares of the corporation shall be issued. F.VWK M Uv No shareholder or other person shall have a preemptive right to acquire any treasury shares, presently authorized shares, or shares the corporation may hereafter be authorized to issue. Shares of this corporation may be issued and sold from time to time by direction of the board of directors to such persons and upon such terms and conditions as the board of directors deems proper and available. ARTICLE SIX No shareholder or other person shall ever have the right to cumulatively vote any shares of the corporation. ARTICLE SEVEN The corporation will not commence its business until it has received for the issuance of its shares consideration of the value of at least ONE THOUSAND AND NO 1100 DOLLARS ($1,000.00), consisting of money, labor done, or property actually received. ARTICLE EIGHT The office address of the corporation's initial registered office is 4112 State Highway 6, South, College Station, Brazos County, Texas 77845, and the name of its initial registered agent at that address is Charles Randal French. ARTICLE NINE The number of directors constituting the initial Board of Directors is one (1), and the name and address of the person who is to serve as Director until the first annual meeting of the shareholders or until their successors are elected and qualified are: CHARLES RANDAL FRENCH 4112 State Highway 6, South College Station, Brazos County, Texas 77845 ARTICLE TEN The name and address of the incorporator is: WILLIAMS. THORNTON, JR. 4343 Carter Creek Parkway #100 Bryan, Brazos County, Texas 77802 ARTICLE ELEVEN The corporation shall indemnify and, upon approval by a majority of the directors, shall insure each person who is or was a director, officer, employee, or agent of the corporation, and each nominee or designee not a director of the corporation who is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, for amounts incurred by such person in connection with an action, suit, or proceeding to which such person may be a party by reason of such person's position with the corporation or service on behalf of the corporation, when and to the fullest extent permitted by the Texas Business Corporation Act and any other applicable law. ARTICLE TWELVE A director of the Corporation shall not be personally liable to the Corporation to its shareholders for monetary damages for any act or ornission in his capacity as a director, except to the extent otherwise expressly provided by a statute of the State of Texas. Any repeal or modification of this Article sball be prospective only, and shall not adversely affect any limitation of the personal liability of a director of the Corporation existing at the time of the repeal or modification. In Witness Whereof, I have hereunto set my hand this '2 day of August, 2000. i ,- STATE OF TEXAS § COUNTY OF BRAZOS § BEFORE ME, a Notary Public, on this day personally appeared William S. Thornton, Jr., known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly: sworn, declared upon oast; that the statements therein contained are true and correct. �d GIVEN under my hand and seal of office this the ..,IL day of August, 2000. Down J. BUN 1 L-\U NO" hft No o 7tX Notary Public, S of Texas OVEM�BER 7, 2DW c ' MINUTES OF THE FIRST MEETING OF BOARD OF DIRECTORS of BCS DEVELOPMENT COMPANY The board of directors of BCS Development Company held its organizational meeting on August 24, 2000, at 5:00 o'clock, P.M., at 4112 S. Highway 6, South, College Station, Texas. Written waiver of notice was signed by all the directors. The following directors, constituting the full board, were present at the meeting: Charles Randal French 4112 State Highway 6, South College Station, Texas 77845 The following directors were absent: None On motion and by unanimous vote, Charles Randal French was elected temporary chairperson and then presided over the meeting. He was also elected temporary secretary of the meeting. The chairperson announced that the meeting was held pursuant to written waiver of notice signed by each of the directors. Upon a motion duly made, seconded, and unanimously carried, the waiver was made part of the records of the meeting, it now precedes the minutes of this meeting in the corporation's record book. ARTICLES OF INCORPORATION The chairperson announced that the Articles of Incorporation had been filed with the Secretary of State of the State of Texas on August 24, 2000. The chairperson announced that the certificate of incorporation was issued by the Secretary of State of the State of Texas on August 24, 2000. The chairperson then presented to the meeting the certificate of incorporation with an attached copy of the articles, and the secretary was instructed to insert these papers in the corporation's record book. BYLAWS A proposed set of Bylaws of the corporation was then presented to the meeting for adoption. The Bylaws were considered and discussed and, on motion duly made and seconded, it was unanimously RESOLVED, that the Bylaws presented to this meeting be and hereby are adopted as the Bylaws of this corporation; RESOLVED FUR'T'HER, that the secretary of this corporation elected at this meeting be directed to execute a certificate of adoption of the Bylaws, to insert the Bylaws as so certified in the corporation's minute book and to see that a copy of the Bylaws, similarly certified, is kept at the corporation's principal office, as required by law. ELECTION OF OFFICERS The chairperson then announced that the next item of business was the election of officers. Upon motion, the following persons were unanimously elected to the offices shown after their names: Charles Randal French, President Jeffrey Ray French, Secretary Charles Randal French, Secretary Charles Randal French, Treasurer Each officer who was present accepted the office. Thereafter, the president presided at the meeting as chairperson, and the secretary acted as secretary. CORPORATE SEAL The secretary presented to the meeting for adoption a proposed form of seal of the corporation. Upon motion duly made and seconded, it was RESOLVED, that the form of the corporate seal presented to this meeting be and hereby is adopted as the corporate seal of this corpora- tion, and the secretary of this corporation is directed to place an impression thereof in the space directly next to this resolution. STOCK CERTIFICATE The secretary then presented to the meeting for adoption a proposed form of stock certificate for the corporation. Upon motion duly made and seconded, it was RESOLVED, that the form of stock certificate presented to this meeting be and hereby is adopted for use by this corporation, and the secretary of this corporation is directed to annex a copy thereof to the minutes of this meeting. ACCOUNTING PERIOD The board next considered the question of the accounting period of the corporation and whether to seek an "S" election with the Internal Revenue Service. After discussion, a motion was made, seconded, and unanimously approved, and it was RESOLVED, that the accounting period of this corporation shall end on December 31' of each year and shall begin on the next succeeding day and that the certified public accountant for the corporation be instructed to file appropriate elections with the Internal Revenue Service to obtain "S" status for the corporation's tax reporting. PRINCIPAL EXECUTIVE OFFICE After discussion as to the exact location of the corporation's principal executive office in the city and county named in the Bylaws, upon motion duly made and seconded, it was RESOLVED, that the principal executive office of this corporation shall be at 4112 State Highway 6, South, College Station, Texas 77845. BANK ACCOUNT The chairperson recommended that the corporation open a bank account with First American Bank, SSB, Bryan, Texas. Upon motion duly made and seconded, it was RESOLVED, that the funds of this corporation shall be initially deposited with First American Bank, SSB, Bryan, Texas. RESOLVED FURTHER, that the treasurer of this corporation be and hereby is authorized and directed to establish an account with said bank and to deposit the funds of this corporation therein. RESOLVED FURTHER, that any officer, employee, or agent of this corporation be and hereby is authorized to endorse checks, drafts, or other evidences of indebtedness made payable to this corporation, but only for the purpose of deposit. RESOLVED FURTHER, that all checks, drafts, and other instruments obligating this corporation to pay money shall be signed on behalf of this corporation by any one (1) of the following: President - Charles Randal French Vice President - Jeffrey R. French Treasurer - Charles Randal French RESOLVED FURTHER, that said Bank be and hereby is authorized to honor and pay any and all checks and drafts of this corporation signed as provided herein. RESOLVED FURTHER, that the secretary of this corporation be and hereby is authorized to certify as to the continuing authority of these resolutions, the persons authorized to sign on behalf of this corporation and the adoption of said bank's standard form of resolution, provided that said form does not vary materially from the terms of the foregoing resolutions. RATIFICATION OF ACTS OF INCORPORATION The Board also considered adoption of all acts heretofore taken by the incorporator. A motion was made, seconded and unanimously approved and it was RESOLVED, that all the acts and deeds heretofore done by the incorporators and initial director of this Corporation are hereby authorized, adopted, ratified, confirmed and approved as the acts and deeds of this Corporation. PAYMENT AND DEDUCTION OF ORGANIZATIONAL EXPENSE The Board next considered the question of paying the expenses incurred in the formation of this corporation. A motion was made, seconded and unanimously approved, and it was RESOLVED, that the President and the Treasurer of this corporation are authorized and empowered to pay all of the expenses incurred in the incorporation and organization of this corporation, including, among others, filing, licensing, attorney's and accountant's fees, and it was further, RESOLVED, that the corporation elect to deduct on its federal income tax return the foregoing expenses in accordance with the regulations set forth under the Internal Revenue Code of 1986, as amended. SALE AND ISSUANCE OF CAPITAL STOCK The board of directors next took up the matter of the sale and issuance of stock to provide capital for the corporation. The Articles of Incorporation authorize the issuance of one hundred thousand (100,000) shares of stock of $1.00 par value. SALE AND ISSUANCE OF CAPITAL STOCK FOR CASH Upon motion duly made and seconded, it was unanimously RESOLVED, that this corporation shall sell and issue shares of its capital stock in consideration of the money paid to this corporation, and acknowledged as received on this date, as follows: Name Number Dollar of Shares Amount Charles Randal French 1000 $1,000.00 RESOLVED FURTHER, that the appropriate officers of this corporation be and hereby are authorized and directed to take such actions and execute such documents as they may deem necessary or appropriate to effectuate and memorialize the sale and issuance of such shares for such consideration. QUALIFICATION OF STOCK AS SECTION 1244 STOCK The Board next considered the advisability of qualifying the stock of this corporation as Section 1244 Stock as defined in Section 1244 of the Internal Revenue Code of 1986, as amended, and of organizing and managing the corporation so that it is a Small Business Corporation as defined in that section. Upon motion duly made and seconded, it was unanimously RESOLVED, that the proper officers of the corporation are, subject to the requirements and restrictions of federal, Texas and any other applicable securities laws, authorized to sell and issue r shares of stock in return for the receipt of an aggregate amount of money and other property, as a contribution to capital and as paid -in surplus, which does not exceed $1,000,000.00. RESOLVED FURTHER, that the sale and issuance of shares shall be conducted in compliance with Section 1244 so that the corporation and its shareholders may obtain the benefits of that section. RESOLVED FURTHER, that the proper officers of the corporation are directed to maintain such records as are necessary pursuant to Section 1244 so that any shareholder who experiences a loss on the transfer of shares of stock of the corporation may qualify for ordinary loss deduction treatment on his or her individual income tax return. COMPENSATION OF OFFICERS There followed a discussion concerning the compensation to be paid by the corporation to its officers. Upon motion duly made and seconded, it was unanim ously RESOLVED, that the following annual base salaries to be paid to the officers of this corporation: President $ Secretary Treasurer $ EXEMPT SALE OF STOCK UNDER SECURITIES ACT OF TEXAS SECTION 5.1(a) It was announced that the initial issuance of the corporatiods stock, by reason of the limited number of shareholders and because of other conditions proposed to be met, would be exempt from qualification under the Securities Act of Texas. Upon motion duly made and seconded, it was unanim ously RESOLVED, that the shares of stock authorized at this meeting to be sold and issued by this corporation shall be offered and sold strictly in accordance with the terms of the exemption from qualification provided for in Section 5.1(a) of the Securities Act of Texas and the corresponding rules of the Texas State Securities Board. APPOEVI MENT OF ACCOUNTANT The need for hiring a certified public accountant for the Corporation was also discussed. Upon motion duly made and seconded, it was unanimously RESOLVED, to employ Woody Thompson of Thompson, Derrig and Craig, as the certified public accountant for the Corporation. Since there was no further business to come before the meeting, on motion duly made and seconded, the meeting was adjourned. Charles RanIal French, Secretary Goy_ Bk Vol P4 00926317 OR 7321 193 THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF BRAZOS § DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THE MEADOWCREEK SUBDIVISION BRAZOS COUNTY, TEXAS THAT this Declaration of Covenants, Conditions and Restrictions for The Meadowcreek Subdivision, Brazos County, Texas (hereinafter referred to as the "Declaration "), is made on the date hereinafter set forth by Main Street Homes -CS, Ltd., a Texas limited partnership (hereinafter referred to as "Declarant ") and is as follows: WITNESSETH: WHEREAS, Declarant is the owner of a 74.86 acre tract of land more particularly described on Exhibit "A" attached hereto and made a part hereof for all purposes (the "74.86. Acre Tract"). WHEREAS, Declarant has obtained approval from Brazos County and the City of College Station for the development of a master planned residential development consisting of approximately 338 residential platted lots to be developed in phases and located on the 74.86 Acre Tract is hereinafter collectively referred to as the "Property". WHEREAS, Declarant has recorded Meadowcreek, Phase One, in the Official Public Records of Brazos County, Texas, in Document Number 00916140. WHEREAS, it is deemed to be in the best interests of Declarant and any other persons who may purchase all or a portion of the Property that there be established and maintained a uniform plan for the improvement and development of the Property as a highly restricted and modem subdivision of the highest quality, NOW, THEREFORE, Declarant hereby declare that all of the Properties described above as being owned by Declarant shall be held, sold and conveyed subject to the following easements, restrictions, covenants and conditions, all of which are for the purpose of enhancing and protecting the value, desirability and attractiveness of said real property. These easements, covenants, restrictions and conditions shall ran with said real property and be binding upon all parties having or acquiring any right, title or interest in a Lot, as hereinafter defined, their heirs, successors and assigns, and shall inure to the benefit of each owner thereof. ARTICLE I DEFINITIONS The following words, when used in this Declaration, shall have the following meanings: S ection 1. "Association" shall mean and refer to Meadowcreek Homeowners Association, Inc., a Texas nonprofit corporation, its successors and assigns. Section 2 . "Common Area" shall mean and refer to that property owned or to be acquired by the Association and shall include, but is not limited to, all recreational facilities, community facilities, swimming pools, storage facilities, pumps, trees, landscaping, sprinkler systems, pipes, wires, conduits, drainage areas, detention ponds and other public utility lines situated thereon. Section 3. "Declarant" shall mean and refer to Main Street Homes -CS, Ltd., a Texas limited partnership, its successors and assigns, provided such successors and assigns (i) acquire more than one Lot in the Subdivision for purposes of development or resale and (ii) are designated as a Declarant by an instrument in writing executed by Main Street Homes -CS, Ltd., and filed of record in the Official Public Records of Real Property of Brazos County, Texas. Section 4. "Lot" shall mean and refer to any of the numbered lots shown on any one or more of the Subdivision Plat(s) and/or any replat thereof. vul_ Oh Vol Y9 0 1 3926317 OR 7321 194 Section 5. "Living Unit" shall mean and refer to any improvements on a Lot which are designed and intended for occupancy and use as a residence by one person, by a single family, or by persons living together as a single housekeeping unit; provided, however, the term "Living Unit" shall not include a garage constructed on the Lot which is detached from the other improvements on the Lot. Section 6. "Occupied Lot" shall mean and refer to any Lot on which there is a Living Unit in which one or more persons are residing. Section 7. "Member" shall mean and refer to every person or entity that holds a membership in the Association. Section 8. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of fee simple title to any Lot which is a part of the Subdivision, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. However, the term "Owner" shall include any mortgagee or lien holder who acquires fee simple title to any Lot through judicial or nonjudicial foreclosure. Section 9. "Subdivision" shall mean and refer to all phases of the Meadowcreek Subdivision covering all of the land in the 74.86. Acre Tract and includes all of the Subdivision Plats; provided however, none of the Property (or portions thereof) shall be considered part of the Subdivision until such time as. it is included within a Subdivision Plat (hereinafter defined) Section 10. "Subdivision Plat(s)" shall mean and refer to one or more of the final recorded subdivision plats subdividing portions of the Property and filed in the Real Property Records of Brazos County, Texas. ARTICLE II PROPERTY RIGHTS Section 1. Owner's Easement of Access and Eniovment. Every Owner shall have an easement of access and a right and easement of enjoyment in and to the Common Area and such easement shall be appurtenant to and shall pass with the title to every Lot, subject to the following provisions: (a) The right of the Association to charge a reasonable admission and other fees for the use of any recreational facilities situated on the Common Area; (b) The right of the Association to suspend a Member's voting rights and right to use the recreational and other facilities owned or operated by the Association, excluding domestic water, for any period during which any assessment against his Lot or any other sum due the Association by Owner remains unpaid; and for a period not to exceed thirty (30) days for any infraction of its published rules and regulations; and (c) The right of the Association to dedicate or transfer all or any part of the Common Area to any public agency, authority or utility for such purpose and subject to such conditions as may he determined by the Association. Section 2. Delegation of U_ se, Any Owner may delegate in accordance with the Bylaws of the Association, his right of enjoyment to the Common Area and facilities to members of his family, his tenants, or contract purchasers who reside on the Lot owned by him. The Declarant, for each Lot owned within the Subdivision, hereby covenants, and each Owner of any Lot, by acceptance of a Deed therefore, whether it shall be express in the Deed or the evidence of the conveyance, is deemed to covenant that any lease executed on a Lot shall be in writing and contain provisions binding any lessee thereunder to the terms of this Declaration of Covenants, Conditions and Restrictions and any rules and regulations published by the Association applicable to the Common Area and further providing that noncompliance with these terms of the lease shall be a default thereunder. Section 3. Title to the Common Area. The Common Area shall be owned by the Association or its successors, it being agreed that this provision is necessary in order to preserve the rights of the Owners with respect to the operation and management of the Common Area. Notwithstanding the above, the Declarant reserves the right to grant, convey, 2 VI'. YV1 1 7 009 2 6317 0R 7321 14; dedicate or reserve easements over, on or under the Common Area for utility services as set forth in Article XI, Section 1 hereof. ARTICLE III MEMBERSHIP AND VOTING RIGHTS Section 1. Organization. Declarant shall, when it is deemed appropriate by Declarant, cause the Association to be organized and formed as a nonprofit corporation under the laws of the State of Texas. The principal purposes of the Association shall be the collection, expenditure and management of the maintenance funds, enforcement of this Declaration, providing for the maintenance, preservation and architectural control (when the powers of the ACC terminate and the ACC's powers vest in the Association) within the Subdivision, the general overall supervision of all of the affairs and well being of the Subdivision and other Subdivisions within its jurisdiction and the promotion of the health, safety and welfare of the residents within the Subdivision and other Subdivisions within its jurisdiction. Until the Association is so organized, Declarant shall enjoy all of the rights which would otherwise be exercised by the Association hereunder. Section 2. Membership. Every person or entity that is a record owner of a fee or undivided fee interest in a Lot which is a part of the Subdivision, including contract sellers, shall hold a membership in the Association. The foregoing is not intended to include persons or entities that hold an interest in a Lot merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of a Lot. Ownership of a Lot shall be the sole qualification for membership. Any mortgagee or lienholder who acquires title to any Lot, which is a part of the Subdivision, through judicial or nonjudicial foreclosure, shall be a Member of the Association. Section 3. Board of Directors. The Association shall act through a Board of Directors who will manage the affairs of the Association as specified in the Bylaws of the Association. Section 4. Voting Rights. There shall be two classes of membership entitled to voting rights in the Association with respect to the Subdivision and they shall be as follows: (a) Class A: All Owners, other than Declarant, shall be considered Class "A" Members, and for each Lot owned shall be entitled to one (1) vote on each matter coming before the Members at any meeting or otherwise, unless their voting rights have been suspended by the Board of Directors as hereinabove provided in Article H, Section 1(b). When a particular Lot is owned by more than one individual or entity, all the individuals or entities holding an ownership interest in that Lot shall be considered Class "A" Members, however, for that particular Lot they shall be entitled to a total of no more than one vote on each matter coming before the Members at any meeting or otherwise. The vote for such Lot shall be exercised as they among themselves determined. (b) Class • Class "B" Members shall be the Declarant, and for each Lot owned it shall be entitled to five (5) votes on each matter coming before the Members at any meeting or otherwise. Once a Lot is sold to an individual or individuals who would be classified as Class A Members, subject to paragraph (c) below, the five (5) votes attached to the Lot shall be extinguished, subject to paragraph (c) below. All Class "B" memberships with respect to the Subdivision shall cease and be automatically converted into Class A Memberships on the happening of any of the following events, whichever occurs earlier: W When the total number of votes entitled to be cast by the Class "A" Members, with respect to the Subdivision, at any meeting of the Members or otherwise equals the total number of votes entitled to be cast by the Class `B" Members, with respect to the Subdivision; (ii) Ten (10) years from the date this Declaration of Covenants, Conditions and Restrictions is filed with the County Clerk of Brazos County, Texas, for recordation in the Official Public Records of Rea! Property of Brazos County, Texas; or (iii) At such earlier time as the Class "B" Member, in its sole discretion, shall elect. u0c bK Vol F's 00926317 OR 7321 196 (c) Reinstatement of Class "B" Members: Notwithstanding the prior provisions of paragraph (b) above, if additional land (other than the Property) is subject to the jurisdiction of the Association such that the Declarant owns more than 10% of the total lots in the Subdivision and any other subdivision subject to the jurisdiction of the Association, then the provisions in the first sentence of paragraph (b) above shall be automatically reinstated ipso facto. ARTICLE IV COVENANT FOR MAINTENANCE ASSESSMENTS Section 1 Creation of the Lien and Personal Obligation for Assessment. The Declarant and Main Street for each Lot within the Subdivision which shall be or thereafter become subject to the assessments hereinafter provided for, hereby covenant, that each Owner of any Lot that shall be or thereafter become assessable, by acceptance of a Deed therefore, whether or not it shall be express in the Deed or other evidence of the conveyance, is deemed to covenant and agree to pay the Association the following: (a) Annual assessments or charges; (b) Special assessments for capital improvements; and (c) Any other sums to the extent they are specifically provided for elsewhere in this instrument. Such assessments or charges are to be fixed, established and collected as hereinafter provided. These charges and assessments, together with such interest thereon and cost of collection thereof, as hereinafter provided, shall be a charge on the land and shall be secured by a continuing lien upon the Lot against which such assessments or charges are made. Each such assessment or charge, together with such interest, costs and reasonable attorney's fees shall also be and remain the personal obligation of the individual or individuals who owned the particular Lot at the time the assessment or charge fell due notwithstanding any subsequent transfer of title to such Lot. The personal obligation for delinquent assessments and charges shall not pass to successors in title unless expressly assumed by them. Section 2. Purpose of Assessments. The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the residents of the Subdivision. Without limiting the foregoing, the total assessments accumulated by the Association, insofar as the same may be sufficient, shall be applied toward the payment of all taxes, insurance premiums and repair, maintenance and acquisition expenses incurred by the Association and, at the option of the Board of Directors of the Association, for any or all of the following purposes: lighting, improving and maintaining signs, streets, alleyways, sidewalks, paths, parks, parkways, any entry fence, monuments and/or signage, easements, and drainage areas in the Subdivision and in other subdivisions within its jurisdiction; collecting and disposing of garbage, ashes, rubbish and materials of a similar nature; payment of legal and all other expenses incurred in connection with the collection, enforcement and administration of all assessments and charges and in connection with the enforcement of this Declaration of Covenants, Conditions and Restrictions; employing policemen or watchmen and/or a security service; fogging and furnishing other general insecticide services; providing the planting and upkeep of trees and shrubbery in any of the Common Areas; acquiring and maintaining any amenities or recreational facilities that are or will be operated in whole or in part for the benefit of the Owners; and doing any other thing necessary or desirable in the - opinion of the Board of Directors of the Association to keep and maintain the property in the Subdivision and in other subdivisions within its jurisdiction in neat and good order, or which they consider of general benefit to the Owners or occupants of the Subdivision and in other subdivisions within its jurisdiction, including the establishment and maintenance of a reserve for repair, maintenance, taxes, insurance and other charges as specified herein. Such funds may also be used to repair, maintain and restore abandoned or neglected residences and Lots as hereinafter provided. The judgment of the Board of Directors of the Association in establishing annual assessments, special assessments and other charges and in the expenditure of said funds shall be final and conclusive so long as said judgment is exercised in good faith. Section 3 Ba §is and Maximum Level of Annual Assessments. Until January 1, of the year immediately following the conveyance of the first Lot from Declarant to an Owner, the initial annual assessment shall be Three Hundred and No /100 Dollars ($300.00) per Lot. Prior to the beginning of each calendar year, the Board of Directors of the Association (the "Board ") shall estimate the expenses to be incurred by the Association during such year in Doc B Vol. Fs (10926317 OR 7321 197 performing its functions and the cost of enforcing the Restrictions, and a reasonable provision for contingencies and appropriate replacement reserves, less any expected income and any surplus from the prior year's fund. Assessments sufficient to pay such estimated expenses shall then be levied as herein provided, and the level of Assessments set by the Board shall 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 individual Assessment, the Association may at any time and from time to time levy further Assessments in the same manner as aforesaid. Thereafter, at the Board's sole and absolute discretion, the maximum regular annual Assessments per Lot permitted hereunder may he increased by no more than eight percent (8 %) per year, unless approved by at least two -thirds of each Class of Members who are voting in person or by proxy at a meeting duly called for such purpose, with the same quorum as required for Special Assessments herein. Notwithstanding the foregoing, the Declarant shall not pay any assessments so long as there is a Class B membership, and Declarant hereby covenants and agrees that in the event that the annual maintenance fund revenues are insufficient to pay the direct operation expenses of the Association, it shall provide the funds necessary to make up the deficit, within thirty (30) days of receipt of request for payment thereof from the Association. In the alternative, Declarant shall have the right to pay full Class A assessments on its Lots without relinquishing its Class B status and shall then be excused from the payment of any budget deficits. Section 4. Special Assessments for Capital Improvement. In addition to the annual assessment authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction or unexpected repair or replacement of a particular capital improvement located upon the Common Area, easements or drainage area, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the written approval of fifty one percent (51 %) of the votes of each class of Members who are voting in person or by proxy, at a meeting duly called for this purpose. Section 5. Notice of Quorum for Any Action Authorized Under Sections 3 and 4. Written notice of any meeting of the Members of the Association called for the purpose of taking any action authorized under Sections 3 and 4 of this. Article shall be sent to all members and shall be posted at a public place within the Subdivision not less than fifteen (15) days or more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of the Members holding ten percent (10 %) of all membership votes entitled to be cast in each membership class or their proxies shall constitute a quorum. If the required u� orum is not present, additional meetings may be called subject to the same notice requirements and the required quorum at each subsequent meeting shall be one -forth (1/4) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than (60) days following the preceding meeting. Section 6. Rates of Assessments. Both annual and special assessments on all Lots, whether or not owned by the Declarant, must be fixed at uniform rates as follows: (a) Occupied Lots Those Lots containing an occupied Living Unit (there is, a Living Unit that has been initially occupied, although it may no longer be occupied) shall be assessed the full assessment as set by the Board of Directors of the Association; (b) Completed Living Unit Those Lots conveyed from builder to subsequent purchaser shall pay the full assessment, as set by the Board of Directors of the Association, during the year the builder conveys title to subsequent owner; and (c) Vacant Lots Those Lots which are vacant or upon which a residence is under construction shall not be assessed annual assessments by the Board of Directors of the Association. However, if such Owner fails to maintain said Lot in accordance with the requirements set forth in this Declaration, the Association is hereby authorized to do so and any expense the Association incurs thereby shall become a lien on the Lot and the general personal obligation of said Owner. Section 7 Date of Commencement and Determination of Annual Assessment. The annual assessment provided for herein shall commence as to all Lots on a date fixed by the Board of Directors of the Association. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. On or before the 30th day of November in each year, the Board of Directors of the Association shall fix the amount of the annual assessment to be levied against each Lot in the next calendar year. Written notice of the figure at which the Board of Directors of the UoC L.9. Vol t'9 00926317 OR 7321 148 Association has set the annual assessment shall be sent to every Owner whose Lot is subject to the payment thereof. However, the failure by the Board of Directors of the Association to fix an annual assessment for any year will not be deemed a waiver with respect to any of the provisions of this Declaration or a release of liability of any Owner to pay annual assessments, or any installments thereof, for that or any subsequent year. In the event of such failure, each Owner shall continue to pay the annual assessment established for the previous year until the new annual assessment is established. The new annual assessment established by the Board of Directors of the Association shall be applied retroactively to the commencement of the then current assessment year and the deficit shall be paid by each Owner within thirty (30) days after receipt of a statement therefore. Assessments shall be due and payable yearly in advance on the first day of January or as directed by the Board of Directors of the Association. The Association shall, upon demand, and for reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid. A properly executed certificate of the Association as to the status of assessments on a particular Lot is binding upon the Association as of the date of its issuance. Section 8. Effect of Nonpayment of Assessments: Remedies of the Association. Any assessments or charges, which are not paid when due, shall be delinquent. If an assessment or charge is not paid within thirty (30) days after the due date, it shall bear interest from the due date of the lesser of (i) eighteen percent (18 %) per annum or (ii) the maximum rate permitted by law, and the Association may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien herein retained against the Lot. Interest, costs and reasonable attorney's fees incurred in any such action shall be added to the amount of such assessment or charge. In order to secure the payment of the assessments or charges hereby levied, a vendor's lien for the benefit of the Association, shall be and is hereby reserved in the Deed from the Declarant to the purchaser of each Lot or portion thereof, which lien shall be enforceable through appropriate judicial and nonjudicial proceedings by the Association. As additional security for the payment of the assessments hereby levied, each Owner of a Lot in the Subdivision, by such party's acceptance of a deed thereto, hereby grants the Association a Hen on such Lot which may be foreclosed on by a nonjudicial foreclosure and pursuant to the provisions of Section 51.002 of the Texas Property Code (and any successor statute); and each such Owner hereby expressly grants the Association a power of sale in connection therewith. The Association shall, whenever it proceeds with nonjudicial foreclosure pursuant to the provisions of said Section 51.002 of the Texas Property Code and said power of sale, designate in writing a Trustee to post or cause to be posted all required notices of such foreclosure sale and to conduct such foreclosure sale. The Trustee may be hanged at any time and from time to time by the Association by means of a written instrument executed by the President or any Vice President of the Association and filed for record in the Official Public Records of Brazos County, Texas. In the event that the Association has determined to nonjudicially foreclose the lien provided herein pursuant to the provisions of said Section 51.002 of the Texas Property Code and to exercise the power of sale hereby granted, the Association shall mail to the defaulting Owner a copy of the notice of Trustee's Sale not less am twenty-one (21) days prior to the date of which sale is scheduled by posting such notice through the U.S. Postal Service, postage prepaid, registered or certified, return receipt request, properly addressed to such Owner at the last known address of such Owner according to the records of the Association. If required by law, the Association or Trustee shall also cause a copy of the Notice of Trustee's Sale to be recorded in the Official Public Records of Brazos County, Texas. Out of the proceeds of such sale, there shall first be paid all expenses incurred by the Association in connection with such default, including reasonable attorney's fees and a reasonable trustee's fee; second, from such proceeds there shall be paid to the Association an amount equal to the amount in default; third, any amounts required by law to be paid before payment to the Owner; and, fourth, the remaining balance shall be paid to such Owner. Following any such foreclosure, each occupant of any such Lot foreclosed on and each occupant of any improvements thereon shall be deemed to be a tenant at sufferance and may be removed from possession by any and all lawful means, including a judgment for possession in an action of forcible detainer and the issuance of a writ of restitution thereunder. In addition to foreclosing the lien hereby retained, in the event of nonpayment by any Owner of such Owner's portion of any assessment, the Association may, acting through the Board, upon ten (10) days prior written notice thereof to such nonpaying Owner, in addition to all other rights and remedies available at law or otherwise, restrict the rights of such nonpaying owner to use the Common Areas, if any, in such manner as the Association deems fit or appropriate and/or suspend the voting rights of such nonpaying Owner so long as such default exists. It is the intent of the provisions of this Section 8 to comply with the provisions of said Section 51.002 of the Texas Property Code relating to nonjudicial sales by power of sale and, in the event of the amendment of said Section 51.002 of the Texas Property Code hereafter, the President or any Vice President of the Association, acting without joinder of any other Owner or mortgagee or other person may, by amendment to this Declaration filed in the Official Public Records of Brazos County, Texas, amend the provisions hereof so as to comply with said amendments to Section 51 ,002 of the Texas Property Code. Doi_ Bk Vol P9 00926317 OR 7321 199 No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his Lot. In addition to the above rights, the Association shall have the right to refuse to provide the services of the Association to any Owner who is delinquent in the payment of the above described assessments. Section 9. Subordination of the Lien to Mortgages As hereinabove provided, the title to each Lot shall be subject to a vendor's lien and power of sale securing the payment of all assessments and charges due the Association, but said vendor's lien and power of sale shall be subordinate to any valid purchase money lien or mortgage covering a Lot and any valid lien securing the cost of construction of home improvements. Sale or transfer of any Lot shall not affect said vendor's lien or power of sale. However, the sale or transfer of any Lot pursuant to a judicial or nonjudicial foreclosure under a purchase money lien or lien securing the cost of construction of home improvements shall extinguish the vendor's lien and power of sale securing such assessment or charge only as to payments which became due prior to such sale or transfer. No sale or transfer shall relieve such Lot or the Owner thereof from liability from any charges or assessments thereafter becoming due or from the lien thereof. No extinguishment of the vendor's lien and power of sale shall relieve the delinquent Owner from his personal obligation and liability therefore. In addition to the automatic subordination provided hereinabove, the Association, in the discretion of its Board of Directors, may subordinate the lien securing any assessment provided for herein to any other mortgage, lien or encumbrance, subject to such limitations, if any, as such Board may determine. Section 10. Exempt Property. All properties dedicated to, and accepted by, a local public authority and devoted to public use and all properties owned by a charitable or nonprofit organization exempt from taxation by the laws of the State of Texas shall be exempt from the assessments and charges created herein. Notwithstanding the foregoing, no Lot, which is used as a residence, shall be exempt from said assessments and charges. Section 11. Transfer Fee. Declarant has created a master planned subdivision and has agreed to set aside land for amenities, common areas, landscape areas, streets, drainage and such other improvements of such type, size and location as determined by Declarant, (hereinafter collectively referred to as the "Improvements "). Upon each transfer of and acceptance of deed, title and/or ownership interest to a Lot in the master planned subdivision, the Owner acknowledges, agrees and stipulates (i) the Improvements, all and singularly benefit said Lot and (ii) in consideration thereof and for other good and valuable independent consideration, the receipt of which is acknowledged by acceptance of the deed, title and/or ownership interest, and as a covenant running with the land, that the Owner, including all heirs, successors and assigns, shall be obligated to pay to Declarant or Declarant's assign(s) a "Transfer Fee" described below. The Transfer Fee shall be in the amount of three fourths of one percent (.75 %) of the Total Sales Price paid for the Lot and/or any improvements thereon. Such Transfer Fee shall be due and payable immediately at the closing of each transfer and/or sale of title and/or a title interest to a Lot. The Total Sales Price shall include total of all consideration for the Lot paid by or on behalf of the purchaser of the Lot and shall exclude prorated or prepaid taxes, interest, title policy fees and, escrow fees. The Transfer Fee shall be due contemporaneously with the transfer of title and/or title interest. Notwithstanding any of the foregoing, the Transfer Fee shall be waived for the transfer of a Lot by (a) Declarant, or (b) anyone who acquires title to a Lot directly from Declarant, or (c) transfers of land or a Lot that occur on or after January 1, 2012, or (d) transfer between spouses, or (e) transfers by will or probate, or (f) transfers by an institutional lender or Trustee by judicial or non judicial foreclosure. The obligation of the Owner to pay the Transfer Fee shall expire on December 31, 2111, being ninety nine years after the obligation to pay the Transfer Fee begins on January 1, 2012. By acceptance of the deed, title or title interest to a Lot, the Owner agrees that all claims, disputes and other matters arising out of or related to the Transfer Fee shall be decided by binding arbitration in accordance with commercial arbitration rules of the American Arbitration Association then in effect. Neither Owner nor Declarant shall be entitled to recover costs or attorney fees that exceed three times the amount of the Transfer Fee claimed or assessed in connection with a disputed transfer. Owner and Declarant hereby waive all claims for exemplary, punitive, consequential, emotional and like kind damages arising from or related to the Transfer Fee or this Article to the extent permitted by law. The obligation to pay the Transfer Fee shall be a personal obligation of the Owner of record. In addition, Declarant shall have a lien against each transferred Lot which is subject to a Transfer Fee, to secure payment of the Transfer Fee as well as interest on such fee at the maximum non - usurious rate of interest allowed by law. Such lien shall be superior to all other liens, except liens for taxes, bonds, assessments and other levies which by law would be superior, and the lien or charge of any recorded first mortgage made in good faith and for value. Declarant may enforce its lien and the obtigoes personal obligation to pay by suit, judgment, and/or judicial or non judicial foreclosure in the same manner as the 00K6317 uh 1aK1 ZQI.. Association or as otherwise allowed by law. All cost to collect the Transfer Fee shall be added to the Transfer Fee amount due. Election of one of the foregoing remedies shall not constitute an election of remedies. This Section cannot be amended without Declarant's written consent, and any amendment without such consent shall be void and of no force and effect. If this Section is found to conflict with any applicable law, including, but not limited to, the rule against perpetuities, then this Section shall be amended as necessary to comply with applicable law, but shall otherwise remain in full force and effect. This Section shall survive termination, expiration and/or modification of all or part of this Declaration. ARTICLE V INSURANCE The Association, through the Board of Directors, or its duly authorized agent, shall have the authority to obtain the following types of insurance policies: (a) Property insurance covering the Common Area, easements and esplanades and all improvements thereon in an amount not to exceed the full replacement value of the improvements and facilities located upon the Common Area, easements and esplanades and owned by the Association (including all building service equipment and the like) with an "agreed amount endorsement" or its equivalent, a "demolition endorsement" or its equivalent and, if necessary an "increased cost of construction endorsement" or "contingent liability from operation of building laws endorsement" or the equivalent, affording protection against loss or damage by fire and other hazards covered by the standard extended coverage endorsement in Texas, and by sprinkler leakage, debris removal, cost of demolition, vandalism, malicious mischief, windstorm, and water damage, and any such other risk as shall customarily be covered with respect to projects similar in construction, location and use; (b) A comprehensive policy of public liability insurance covering all of the Common Area, easements and esplanades, and insuring the Association, within such limits as it may consider acceptable (for all claims for personal injury and/or property damage arising out of a single occurrence); such coverage to include protection against water damage liability, liability for nonowner and hired - automobiles, liability for property of others, and any other coverage the Association deems prudent and which is customarily carried with respect to projects similar in construction, location and use; and (c) A policy of fidelity coverage to protect against dishonest acts on the part of officers, directors, trustees, and employees of the Association and all others who handle, or are responsible for handling funds of the ASSOCIATION; such fidelity bonds shall be of the kind and in an amount the Association deems necessary for the protection of the Owners. Premiums for all such insurance policies carried by the Association shall be a common expense payable from the annual assessments on all of the Lots. Liability and property insurance for Lots and the contents of residences shall be the responsibility of each individual Owner. All proceeds from policies held by the Association shall be deposited in a bank or other financial institution, the accounts of which bank or institution are insured by a federal governmental agency, with the provision agreed to by said bank or institution that such funds may be withdrawn only by signature of at least two (2) of the members of the Board of Directors, or by an agent duly authorized by the Board of Directors. In no event shall the insurance company or the bank or other financial institution holding proceeds on a policy issued in the name of the Association be authorized to distribute any proceeds therefrom to the Declarant. Proceeds from such policies shall be used by the Association only for the benefit of its Members -,and where such proceeds arise out of an occurrence in which a building or improvement owned by the Association is damaged or destroyed, they shall be used to repair, restore and rebuild such building or improvements. In the latter event, the Board of Directors shall advertise for sealed bids from contractors, and acceptance of a bid received thereby, may negotiate with the contractor, who shall, unless waived by the Board of D be required to provide a full performance and payment bond for the repair,' reconstruction or rebuilding of such destroyed improvements or buildings. In the event the insurance proceeds are insufficient to pay all costs of repairing and/or rebuilding said improvements to their original condition, the Association shall levy a special assessment for capital improvements against all owners to make up the deficiency. This shall be done only after compliance with all the requirements for imposition of special assessments. Doi_ Bk Vol Fe 110926317 OR 7321 201 ARTICLE VI ARCHITECTURAL CONTROL Section 1. Architectural Control Committee. There is hereby created an Architectural Control Committee (herein referred to as the "ACC ") comprised of three (3) members, which shall initially be Rick Jenkins, David LeBoeuf and Steve Bartholomew each of who shall serve until his successor is appointed. Any two (2) of the members of the ACC shall have the full authority and power to act for the ACC. Any member of the ACC may be removed, with or without cause, by the Declarant. In the event any member of the ACC should be so removed from the ACC or if any member of the ACC should die, resign, refuse to act, or become unable or ineligible to act, Declarant shall have the authority to designate a successor. No member of the ACC or its designated representative(s), as herein defined, shall be entitled to any compensation for services performed pursuant to this Article. The ACC may, however, employ one or more architects, engineers, attorneys or other consultants to assist the ACC in carrying out its duties hereunder, and the Association shall pay such consultants for such services as they render to the ACC. A majority of the ACC may designate one or more representative(s) to act for it and such representative(s) shall have the full right, authority, and power to carry out the functions of the ACC. Section 2. Duties and Powers. The purpose of the ACC is to protect the environmental and architectural integrity of the Subdivision in accordance with the provisions of this Declaration. No building, fence, wall or other structure or improvement of any nature shall be placed, constructed, erected or maintained on any Lot, nor shall any exterior addition to or change or alteration therein be made until the construction plans and specifications for the same shall have been submitted to and approved in writing by the ACC as to (a) conformity and harmony of external design and location in relation to surrounding structures and topography, and (b) quality of workmanship and materials. Any plans and specifications to be submitted shall specify, in such form as the ACC may reasonably require, the location upon the Lot where the improvements are to be placed and the dimensions thereof as well as appropriate information concerning the structural, mechanical, electrical and plumbing details and the nature, kind, shape, heights, color scheme and materials of the proposed improvements or alterations. The ACC shall also have the right, where not otherwise set forth herein, to specify: (a) Minimum setbacks; (b) The location, heights and extent of fences, walls, or other screening devises; (c) The orientation of structures and landscaping on Lots with respect to streets, walks and structures on adjacent properties, however, the ACC shall not require setbacks further away from the streets than any platted building line; and (d) A limited number of acceptable exterior materials and/or finishes that may be used in the construction, alteration or repair of any improvement. Further, no person exercising any prerogative of approval or disapproval by the ACC shall incur any liability by reason of the good faith exercise thereof. Section 3. ACC Approval Any approval or disapproval by the ACC or its designated representative(s) on any of the above matters shall be in writing and either conveyed in person or by registered or certified mail, return receipt requested or over -night delivery service. In the event said ACC or its designated representative(s) fail to approve or disapprove such design and location within thirty (30) days after all said plans and specifications have been submitted to it in writing and either conveyed in person or by registered or certified mail, return receipt requested or over -night delivery service, then such plans and specifications shall be deemed approved (except for any required variances as provided below). The ACC shall have the right, exercisable at its discretion, to grant variances to the architectural restrictions in specific instances where the ACC in good faith deems that such variance does not adversely affect the architectural and environmental integrity of the Subdivision or the common scheme of the development. If the ACC shall approve a request for variance, the ACC may evidence such approval, and grant its permission for such variance, only by written instrument, addressed to the Owner of the Lot(s) relative to which such variance has been requested, describing the applicable restrictive covenant(s) and the particular variance requested, expressing the decision of the ACC to permit the variance, describing (when applicable) the conditions on which the variance has been approved and signed by a majority of the then members of the ACC. If any such variances are granted, no violation of the provisions of this Declaration shall be deemed to have occurred with respect to the matter for which the variance is granted; provided, however, that the granting of a variance shall not operate to waive any of the provisions of this Declaration for 9 Doc M Vol r9 00?26317 OR 7321 202 any purpose except as to the particular property and particular provisions hereof covered by the variance, nor shall the granting of any variance affect in any way the Owner's obligation to comply with all governmental laws and regulations affecting the Lots and with the Plat. Failure by the ACC to respond within thirty (30) days to the request for a variance shall operate as a denial of the variance. Section 4. Term. The duties and powers of the members of the ACC herein named, their successors, assigns and designated representative(s) shall cease on the earlier of twenty (20) years from the date this Declaration of Covenants, Conditions and Restrictions is recorded in the Official Public Records of Real Property of Brazos County, Texas, or the date upon which all Lots subject to the jurisdiction of the Association become Occupied Lots. Thereafter, the duties and powers of the ACC shall vest in the Board of Directors of the Association or an ACC composed of three (3) or more representatives appointed by the Board of Directors of the Association. The approval required in this Article and the duties and powers vested in the ACC and its successors shall continue so long as this Declaration of Covenants, Conditions and Restrictions remain in force and effect. The then current members of the ACC may at any time voluntarily transfer all their duties and powers to the Board of Directors of the Association. To be effective, such a transfer shall be evidenced by a document executed by each of the then current members of the ACC. Section 5. No implied Waiver or Estoppel No action or failure to act by the ACC or by the Board of Directors shall constitute a waiver or estoppel with respect to future action by the ACC or Board of Directors with respect to the construction of any improvements within the Subdivision. Specifically, the approval by the ACC or Board of Directors of any such residential construction shall not be deemed a waiver of any right or an estoppel to withhold approval or consent for any similar residential construction or any similar proposals, plans, specifications or other materials submitted with respect to any other residential construction by such person or other Owner. ARTICLE VII EXTERIOR MAINTENANCE Section 1. Oblieation. All Living Units and other buildings located within the Subdivision must be kept in good repair and must be painted when necessary to preserve their attractiveness. Grass, vegetation and weeds on each Lot shall be cut as often as may be necessary to maintain the same in a neat and attractive condition. All damaged, diseased beyond recovery or dead trees shall be cut and removed from any Lot at the expense of the Owner. Vacant Lots shall be mowed and maintained in clean, neat appearance by the Owner and shall not be used as dumping grounds for rubbish, trash, rubble or soil, except that Declarant or the ACC may designate fill areas into which materials specified by Declarant or the ACC may be placed. The Association may plant, install and maintain shrubbery and other screening devices around boxes, transformers and other aboveground utility equipment. The Association shall have the right to enter upon the Lots to plant, install, maintain and replace such shrubbery or other screening devices. Owners of residences shall construct and maintain a fence or other suitable enclosure to screen from public view the drying of clothes, yard equipment and woodpiles or storage piles. Section 2. Failure to Maintain, In the event any Owner of any Lot in the Subdivision fails to maintain the Lot and the improvements situated thereon in a manner satisfactory to the Board of Directors of the Association, the Association, after seven (7) days notice to the Owner of said Lot, setting forth the action intended to be taken by the Association and after approval by a two -thirds (2/3) vote of the Board of Directors, shall have the right (but not the obligation), through its agents and employees, to enter upon said Lot and to repair, maintain and restore the Lot and the exterior of the buildings and any other improvements located thereon. To the extent necessary to prevent rat infestation, diminish fire hazards and accomplish any of the above needed repair, maintenance and restoration, the Association shall have the right (but not the obligation), through its agents and employees, to enter any residence or improvement located upon such Lot. Neither the Association or its agents or employees shall be liable, and are expressly relieved from any liability for trespass or other tort in connection with the performance of the exterior maintenance and other work authorized in this Article. The cost of such exterior maintenance and other work shall be the personal obligation of the Owner of the Lot on which it was performed and shall become a part of the assessment payable by said Owner and secured by the liens herein retained. 10 X ARTICLE VIII USE RESTRICTIONS Doi_ Bk Vol Fs 00926317 OR 7321 203 Section 1. Residential Use. Each and every Lot in the Subdivision is hereby restricted to site built residential dwellings for single- family residential use only, except those Lots designated as drainage lots, park lots and/or common area lots. As used herein, the term "residential use" shall be held and construed to exclude hospitals, clinics, apartments houses, manufactured houses, duplex houses, garage apartments used for rental purposes, boarding houses, hotels and commercial and professional uses whether from homes, residences, or otherwise, and all such uses of said property are hereby expressly prohibited. Section 2. Business Activity No business activities of any kind whatsoever shall be conducted in any portion of the Subdivision; provided, however, the foregoing covenant shall not apply to the business activities of the Declarant, its agents and assigns during the construction and sale period, or of the Association, its successors and assigns in furtherance of its powers and purposes as herein set forth. Each builder on Lots in the Subdivision shall be allowed to use the garage structure constructed on the Lot as an office; provided, however, that such structure must be converted back to a garage prior to the sale of the home on the Lot affected to a purchaser. Section 3. Common Area. The Common Area shall not be used for any commercial purposes; however, this provision shall not preclude the Association from charging reasonable fees for the use of the recreational facilities, which are part of the Common Area. Section 4. Exem tion for Sale of Lots. Notwithstanding any provisions herein contained to the contrary, it shall be permissible for Declarant or the builder of any residence to maintain, during the period of construction and sale of Lots within the Subdivision, upon any portion of a Lot, such facilities as in the sole opinion of the Declarant may be reasonably required, convenient or incidental to the construction and sale of improved Lots, including, without limitation, a business office, storage area, construction yards, model units and a sales office. Section 5. Animals and Livestock The raising, breeding or keeping of animals, livestock or poultry of any kind on any Lot in the Subdivision is strictly prohibited; provided, however, consistent with the Living Unit's use as a residence, dogs, cats or other household pets may be kept on a Lot, provided they are not kept, bred or maintained for any commercial purposes and farther provided, no more than three (3) such pets shall be kept on a Lot. All pets must be properly tagged for identification and penned in an approved enclosure. No pet may be chained or leashed outside an enclosure unless being walked on a leash. Whenever, a pet is removed from its enclosure, it must be in the possession of its owner or the owner's agent and must be restrained by a proper leash of chain, rope, plastic, leather or similar material. Section 6. Mineral Production. No oil drilling, oil development operations or oil refining, quarrying or mining operations of any kind shall be permitted upon any portion of the Subdivision, nor any kind shall be permitted upon any portion of the Subdivision, nor shall oil wells, tanks, tunnels, mineral excavations or shafts be permitted upon any portion of the Subdivision. No derrick or other structure designed for use in boring for oil or natural gas shall be erected, maintained or permitted upon any portion of the Subdivision. Section 7 Disposal of Trash No portion of the Subdivision shall be used or maintained as a dumping ground for rubbish, trash, garbage or other wastes. All rubbish, trash, garbage or other waste shall be kept in sanitary containers and out of sight of the Common Area and any street or adjacent Lot, except on days designated by the Association for pick -up of such garbage. In a manner consistent with good housekeeping, the Owner of each Lot shall remove such prohibited matter from his Lot at regular intervals at his expense. No incinerator may be maintained on any portion of the Subdivision. Section 8. Storage of Vehicles. No recreation vehicles, commercial vehicles, boats, trailers, campers or inoperable automobiles shall be allowed to be parked within the streets, common area, front yard or any other area of the Subdivision, unless same are parked in garages and the garage doors remain closed except when in use. No portion of the front yards, streets or Common Area shall, without the express written permission of the Association, be used for any items, which the Association deems unsightly or inappropriate. No Owner of any Lot in the Subdivision or any visitor or guest of any Owner shall be permitted to perform work on any vehicle in any driveway, front yard or street 11 Dor BE; Vol Fs 00924, OR 7321 204 other than for work of a temporary nature. For the purpose of the foregoing term, "temporary" shall mean that the vehicle shall not remain in a driveway or street in excess of twenty-four (24) hours. Garage doors shall be closed at all times, except for immediate entry or exit. Section 9. Storage of Building Materials. No Lot shall be used for storage of any material except that required for landscaping or construction which materials shall not be placed or stored upon any Lot until the Owner is ready to commence construction of improvements on the Lot, at which time such materials shall be placed within the property lines of the Lot upon which the improvements are to be constructed, and shall not be placed in the street or upon any Common Areas. All material stored on a Lot must be removed with 21 days, unless the Owner obtains a written extension of this time from the ACC. Section 10. Signs_. No advertising signs (except not more than one six (6) square foot "For Rent" or "For Sale" sign per Lot), billboards, unsightly objects, or nuisances shall be erected, placed or permitted to remain on any portion of the Subdivision. Declarant and the Association, however, shall have the right to erect identifying signs at each entrance of the Subdivision and Declarant may place and maintain, or permit to be placed and maintained, such builder advertising signs as it may desire in its sole discretion in connection with the construction of homes in the Subdivision. The Board of Directors of the Association shall have the right to approve the design and working of all signs and the right to enter in and upon any Lot for the purpose of removing any sign being maintained thereon which has to be approved by it. In no event shall the Association or its Board of D be liable to any person or persons for any damages of whatever nature for removing such signs in a reasonable manner. Section 11. Clotheslines. No outside clothesline shall be constructed or maintained on any Lot within sight of the Common Area or any street or adjacent Lot. Section 12. Nuisances No noxious or offensive trade or activity shall be carried on upon any portion of the Subdivision, nor shall anything be done thereon which may become an annoyance or nuisance to the residents of the Subdivision or in any way endanger the health of the residents. Section 13. Prohibited Conduct. No portion of the Subdivision shall be used for vicious, illegal or immoral conduct, or by any conduct in violation of the laws of the State of Texas, or the United States, or of the police, health, sanitary, building or fire codes, regulations or instructions relating to or affecting the use, occupancy or possession of any portion of the Subdivision. Section 14. Control of Sewage Eflluen . No outside toilets will be permitted, except temporarily during the construction of improvements, and no installation of any type of device for disposal of sewage shall be allowed that would result in raw or untreated or unsanitary sewage being carried into the streets or into any body of water. Drainage of storm waste into sewage pipes shall not be permitted. No septic tank or other means of sewage disposal will be permitted. ARTICLE IX ARCERTECTURAL RESTRICTIONS Section 1. Type of Living Unit. No building shall be erected, altered, placed or permitted to remain on any Lot other than a detached single family dwelling of not more than two (2) stories and the maximum height of residential structures shall be 40 feet. All structures shall be of new construction and no structure shall be moved from another location onto any Lot. Section 1. 1. Adeguge of parking. Each lot shall provide adequate parking spaces sufficient to accommodate all parking needs for the intended uses within each lot. Not less than sixty seven (67 %) percent of the lots shall have a minimum of four (4) parking spaces, two of which may be in the garage. Not more than thirty three (33 0 /9) percent shall have a minimum of three (3) parking spaces one of which may be in the garage. No garage shall be converted into bedrooms, dens, studies or any living areas for the occupants; provided, however, builders may temporarily convert the garage if used as a model home, such garage must be reconverted for the parking of automobiles within 90 days when no longer in use as a model home. Carports on Lots are not permitted. 12 Goy_ Lk Vol Ps 00926317 OR 7321 205 Section 2. Type of Construction. The first floor street exterior walls of residential structures will be constructed of masonry materials. The ACC of the Homeowners Association may grant variances to this provision to allow for the utilization of architectural elements to vary the "street scene" front elevations within the neighborhood and such that the resulting structure will not detract from the general appearance of the neighborhood. However, a minimum of at least twenty -five (25 %) percent of the front exterior wall will be constructed of masonry materials, i.e.. brick, stone, stucco, cement siding material (excluding windows, doors, other openings and gables) on all residential structures. No garage or accessory building shall exceed in height the dwelling to which it is appurtenant without the written consent of the ACC. Every garage and permitted accessory building (except a greenhouse) shall correspond in style and architecture with the dwelling to which it is appurtenant. No structure of any kind or character that incorporates frame construction on the exterior shall be erected on any Lot unless such structure receives at least one coats of paint at the time of construction or the exterior is of redwood or cedar material. Section 3. Dimensions of Living, Unit. The maximum lot coverage of residential structures, accessory buildings, driveways and concrete decks shall not exceed 65 percent of the total lot size. Unless otherwise approved by the ACC, no residential structure shall be erected, altered, placed or permitted to remain on any Lot located in the Subdivision unless its living area has a minimum of eight hundred fifty (850) square feet of usable floor space exclusive of porches and garage. Section 4. Location of Living Unit on a Lot. The minimum building setback requirement shall be as required by recorded plat: Should two or more adjoining building sites be owned by the same or substantially the same Owner or Owners and said lots shall not contain an easement between the two lots, said Owner or Owners shall be permitted to erect a structure across the building site lines common to the sites owned by said Owner or group of Owners, and such construction shall not be considered to be in violation of the side or rear setback restrictions described above, so long as such improvements or structures are determined to consist of one continuous building, which determination shall be in the sole good faith discretion of the ACC. Except as expressly approved in writing by the ACC, the immediately preceding sentence shall in no way affect or change the side or rear setback lines set forth in the recorded plat and these setback lines shall continue to apply to any building site or a group of building sites under the same or substantially the same ownership. For the purpose of these restrictions, the front of each Lot shall coincide with and be the property line having the smallest dimension abutting a street. Each Living Unit will face the front of the Lot, and will be provided with driveway access from the front of the Lot only; except that garages on the corer Lots may face the side street. No dwelling shall be located on any Lot within any utility easement. Section 4.1. Location of Accessory Buildings or Structures on a Lot. Any Accessory Building must be approved in advance by the ACC and no Accessory Building or Structures may be placed in a drainage, public utility easement. The following requirements are applicable to accessory buildings to a residential structure: Number Permitted: Maximum Height: Placement: Setbacks: 1 15 feet Rear Yard Only Side Street - 15 feet Interior Side Yard - 7 feet Rear Yard - 10 feet Rear Yard Coverage - 35 percent Section 5. Metal Buildings, No metal buildings of any type shall be placed or constructed upon any Lot. Section 6. Roof Material. Roof of all residences shall be constructed so that the exposed material is of a dimensional material and grade that complies with the FHA and VA guidelines in force on the date of construction of the roof involved, and of a color acceptable to the ACC. Section 7. Driveways. Unless the ACC agrees otherwise, each Lot shall have driveway access of concrete to the street on which the Living Unit constructed thereon faces and shall not have driveway access to a street on which it may side. Subject to the foregoing limitation, the Owner of each Lot shall construct and maintain at his expense a 13 �:�092' •�17 UR 7 ?1 206 driveway from his garage to an abutting street, including the potion of the street right -of -way. The Owner shall repair at his expense any damage to the street occasioned by connecting the driveway thereto. Section S. Sidewalks. If required by applicable federal, state or local jurisdiction, sidewalks shall be constructed by the builder or lot owner according to the controlling jurisdiction's ordinances. The sidewalk shall extend the full width of the Lot to the street curb at the corner. The sidewalk shall be constructed in accordance with specifications promulgated by the controlling jurisdiction, if any, or by the ACC if there is no controlling jurisdiction. Section 9. Curb Ramps. If required by applicable federal, state or local jurisdiction, curbs with accompanying sidewalks shall have curb ramps (depressions in the sidewalk and curb) at all crosswalks to provide safe and convenient movement of physically handicapped persons confined to wheelchairs. Such curbs ramps will be provided at the time of construction of any sidewalks and shall be constructed in accordance with specifications provided by the applicable governmental authority. Section 10. Traffic Sight Areas No fence, wall, hedge or shrub planting which obstructs sight Hues at elevations between two and six feet above the street shall be permitted to remain on any comer Lot within the triangular area formed by the two (2) Lot lines abutting the streets and a line connecting them at points twenty five (25) feet from their intersection or within the triangular area formed by the Lot line abutting a street, the edge line of any driveway or alley pavement and a line connecting them at points ten (10) feet from their intersection. Section 11. Screening Fences. All fences shall be constructed of wood, not to exceed 6 feet in height and will be constructed with the finished side facing outward from each lot to the street. No fence will be allowed to be placed closer to the street than the front comer of the residence constructed on such lot. However, decorative fencing may be used in the front yard of model homes. Such fencing shall be removed immediately upon termination of the home as a model. The erection of chain link fences is prohibited. All fences must comply with regulations and ordinances promulgated by the local jurisdiction. Section 11.1. Swimming Pool Fences. All swimming pools must be enclosed by a fence at least 60 inches in height with a self closing gate. Section 12. Exterior Antennas. Without the prior written approval of the ACC, no exterior television antenna, television satellite reception disc or radio antenna of any sort shall be placed, allowed or maintained upon any portion of the improvements and structures to be located in the Subdivision or upon any Lot, other than one conventional television antenna, which antenna must be erected in such a manner so that it is not visible from the street No permitted antenna shall exceed ten feet in height. Section 13 Temporary Structures No structures of a temporary character, including tents, shacks, barns, or other outbuildings shall be placed on any Lot located within the Subdivision except for such temporary buildings utilized by the Declarant or the builder or any residence during the period of construction. Trailers and motor vehicles shall not be used on any Lot at any time as a residence, either temporarily or permanently. Section 14. Air Conditioners. No window or wall type air conditioners visible from the street shall be permitted, except as may be used temporarily in the sales or construction offices of a builder. Section 15 Mailboxes and Identifying Numbers. Mailboxes, house numbers and similar matter used in the Subdivision must be harmonious with the overall character and aesthetic appeal of the community and the decision of the ACC that any such matter is not harmonious shall be final. Section 16. Private Utility Lines All electrical, telephone and other utility lines and facilities, which are located on a Lot, and are not owned by a governmental entity or a public utility company shall be installed in underground conduits or other underground facilities unless otherwise approved in writing by the ACC. Section 17 Solar Collectors, No solar collectors shall be installed without the prior written approval of the ACC. Such installation shall be in harmony with the design of the residence. Whenever reasonably possible, solar collectors shall be installed in a location that is not visible from the pubic street in front of or to the side of any residence. 14 Uar f.rrrrg2 Bk Vol F'9 6317 OR 7321 207 Section 18 Landscaping Maintenance of Lawns. Plantina and Trees Sprinkler systems and landscaping may be installed after completion of each Single Family Residential Dwelling, however, each Single Family Residential Dwelling shall have the front yard completely sodded with Bermuda or buffalo grass that is in good condition after completion. Each Owner shall keep all shrubs, trees, lawns, grass and plantings of every kind on such Owner's Lot cultivated, adequately watered and maintained, pruned and free of trash and other unsightly material. Each Owner shall trim and edge the grass along all driveways and sidewalks as often as may be required to maintain a clean, neat appearance. Each Single Family Dwelling Owner shall be responsible for vegetating and maintaining vegetation on any area of their Lot that can be viewed from the street and any area subject to erosion. The Association and/or the ACC may adopt rules regulating landscaping permitted and required. In the event that any Owner shall fail to install and maintain landscaping in conformance with such rules or shall allow his landscaping to deteriorate to a dangerous, unsafe, unsightly or unattractive condition, the Association upon fifteen (15) days prior written notice to such Owner, shall have the right to correct such condition and to enter upon such Owner's property for the purpose of doing so, and such Owner shall promptly reimburse the Association for the cost thereof Such cost shall be an assessment and shall create a lien enforceable in the same manner as other assessments as set forth in this Declaration. Vacant lots shall be mowed and maintained in clean, neat appearance by the Owner. Section 19. Lighting Outdoor lighting shall be installed so as to not direct excessive, bright illumination into adjacent or neighboring residences. Individual lot street lighting, if any, shall consist of a uniform light standard as specified and described by the ACC, on each residential lot, supplied by each Owner and on a photocell or automatic time clock, connected to individual Homeowner meter, such light, as location, style, size, and type, shall be installed at time of construction of each single family residence and shall be subject to the approval of the ACC. No holiday or occasion lighting or decorations shall be installed earlier than thirty (30) days prior to occasion and must be removed no later than twenty (20) days after the event. Section 20. Recreational Equipment All playground and/or recreation equipment must be placed in the back yard unless otherwise approved by the ACC in writing before construction begins or such placement of the playground or recreational equipment on the lot in the Subdivision. ARTICLE X MANAGEMENT AGREEMENTS Each owner hereby agrees to be bound by the terms and conditions of all management agreements entered into by the Association for the management of the Common Area and the facilities located thereon. A copy of all such agreements shall be available to each Owner. Any and all management agreements entered into by the Association shall provide that the Association may cancel said management agreement by giving the other party thirty (30) days written notice when so authorized by the vote of a majority of the membership votes in the Association entitled to be cast at a meeting of the members or otherwise. In no event shall such management agreement be canceled prior to the time the Association or its Board of Directors negotiate and enter into a new management agreement which is to become operative immediately upon the cancellation of the preceding management agreement. It shall be the duty of the Association or its Board of Directors to effect a new management agreement prior to the expiration of any prior management contract. Any and all management agreements shall be for a term not to exceed one (1) year and shall be made with a professional and responsible party or parties with proven management skiffs and experience managing a project of this type. ARTICLE XI EASEMENTS Section 1: General. Declarant shall have the right to grant, convey, dedicate or reserve easements over, on or under any part of the land in the Subdivision for streets and/or for electric light and power, telephone, natural gas, water, sanitary sewer, storm sewer, cable television, and other utility lines and facilities by separate recordable document for a period of ten (10) years after the date this Declaration of Covenants, Conditions and Restrictions is filed of record in the Official Public Records of Real Property of Brazos County, Texas, regardless of whether at such time Declarant has title to the land within the easement(s). Thereafter, the Association shall have the power and authority to grant such an easement upon the vote of a majority of the membership votes entitled to be cast at any meeting of the Members of the Association or otherwise. An easement is also specifically granted to the United States Post office, its 15 00926317 OR 7321 211E agents and employees to enter upon any portion of the Subdivision in performance of mail delivery or any other United States Post Offices services. An easement is also granted to all police, fire protection, ambulance and similar persons to enter upon any portion of the Subdivision in performance of their duties. Further, an easement is hereby granted to the Association, its officers, agents, employees, and to any management company duly selected by the Association, to enter in or cross over the Common Area and/or any Lot to perform the duties of maintenance and repair as provided for herein. The easements provided for in this Article shall in no way affect any other recorded easements covering any portion of the Subdivision. Section 2 Underground Electric Service. Underground single -phase electric service may be available to all dwellings or structures located in the Subdivision. In such event, the metering equipment shall be located either on the exterior surfaces or walls of dwellings or structures or at points to be designated by the utility company. The utility company shall have a ten -foot wide underground easement along and centered on the underground electrical power service conductor installed and running from the utility company's easement shown on the recorded Plat of the Subdivision to the designated point of service on the dwelling or structure. This easement shall be for the maintenance of its conductors and metering equipment. For so long as such underground service is maintained, the electrical service to each dwelling and structure located in the Subdivision shall be uniform and exclusively of the type known as single phase, 120/240 volt, 3 wire, 60 cycle alternating current. This ten -foot easement for underground electrical service may be crossed by driveways, walkways and patio areas, provided the Declarant, or builder makes prior arrangements with the utility company furnishing such service. However, this easement shall be kept clear of all buildings. Neither the Declarant not the utility company using this easement shall be liable for any damage done by either of them or their assigns, their agents, employees or servants to shrubbery, trees, flowers or other improvements located on the land covered by such easement. Further, all of the Subdivision shall be subject to such easements, restrictions, covenants and conditions as are required to be imposed against the Subdivision by Declarant in any agreement entered into with any utility company for the delivery of underground electrical service to the Subdivision (the. "Utility Easement "). Accordingly, the recordation of any such Utility Agreement in the Official Public Records of Real Property of Brazos County, Texas, shall constitute an amendment to the Declaration that includes in this Declaration and imposes against the Subdivision any all easements, restrictions, covenants and conditions required under said Utility Agreement. Section 3. Cable Service. Declarant reserves the right to hereafter enter into a franchise or similar type agreement with one or more cable television companies and Declarant shall have the right and power in such agreement or agreements to grant such cable television company or companies the uninterrupted right to install and maintain communications cable and related ancillary equipment and appurtenances within the utility easements or rights -of -way reserved and dedicated herein and in the Plat referenced above. Section 4 Natural Gas/Propane Gas Service Declarant reserves the right to hereafter enter into a franchise or similar type agreement with one or more Natural Gas/Propane Gas ( "Gas Companies ") and Declarant shall have the right and power in such agreement or agreements to grant such Gas Company or Companies the uninterrupted right to install and maintain gas pipes and related ancillary equipment and appurtenances within the utility easements or rights -of -way reserved and dedicated herein and in the Plat referenced above. ARTICLE XII ANNEXATION Additional residential property and Common Area (outside of the land encompassing the Property) may be annexed into the jurisdiction of the Association upon the favorable majority vote of fifty one percent (51 %) of the membership votes entitled to be cast by each membership class at a meeting of the members or otherwise. Additional residential property or Common Area (outside of the land encompassing the Property) that is a part of and consistent with the General Plan may be annexed by the Declarant without approval by members of the Association. Annexation of additional property to this Subdivision (outside of the land encompassing the Property) shall encumber said property with all of the covenants, conditions, restrictions, reservations, liens and charges set forth in this Declaration of Covenants, Conditions and Restrictions and shall become a part of the Subdivision effective on the date an instrument signed and acknowledged by the owner of said annexed property and the appropriate annexing authority (either Declarant or the Association), is filed for record in Brazos County, Texas, evidencing the annexation. Each such instrument evidencing the annexation of additional property shall describe the portion of the property comprising the Lots and Common Area. The funds resulting from any assessment, whether annual or special, levied against any 16 11W '- .1 ` . _- 00?26317 OR 7321 209 property hereinafter annexed to the Subdivision may be combined with the funds collected from the Owners of Lots in the Subdivision and may be used for the benefit of all property and all Owners in the manner hereinabove provided. ARTICLE XIII GENERAL PROVISIONS Section 1. Enforcement. The Association or any Owner shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by reason of the provisions contained in this Declaration of Covenants, Conditions and Restrictions. Failure of the Association or any Owner to enforce any of the provisions herein contained shall in no event be deemed a waiver of the right to do so thereafter. The Association may also impose reasonable fines for violation of the provisions contained in this Declaration of Covenants, Conditions and Restriction. Section 2. Duration and Amendment. The covenants, conditions, restrictions, reservations, liens and charges set forth in this Declaration shall run with the land and shall be binding upon and inure to the benefit of the Association, all Owners, their respective legal representatives, heirs, successors and assigns for a term of ninety nine (99) years from the date this Declaration of Covenants, Conditions and Restrictions is filed with the County Clerk of Brazos County, Texas, for recordation in the Official Public Records of Real Property of Brazos County, Texas, after which time said covenants, conditions, restrictions, reservations, liens and charges shall be automatically extended and renewed for successive periods of ten (10) years each, unless prior to said renewal date an instrument signed and acknowledged by the then Owners of not less than two- thirds (2/3) of the total number of Lots in the Subdivision is filed for record with the County Clerk of Brazos County, Texas, altering, rescinding or modifying said covenants and restrictions in whole or in part as of said renewal date. Notwithstanding anything to the contrary herein contained, it is expressly understood and agreed that the Owners of two -thuds (2/3) of the total number of Lots in the Subdivision shall always have the power and authority to amend this Declaration and such amendment shall become effective on the date an instrument, signed and acknowledged by the then Owners of not less than two -thirds (2/3) of the total number of Lots in the Subdivision is filed for record in Brazos County, Texas, so amending said Declaration of Covenants, Conditions and Restrictions. In addition, Declarant shall have the right at any time and from time to time, without the joinder or consent of any other party, to amend this Declaration of Covenants, Conditions and Restrictions by any instrument in writing duly signed, acknowledged and filed for record in the Official Public Records of Real Property of Brazos County, Texas, for the purpose of correcting any typographical or grammatical error, ambiguity or inconsistency appearing herein, or for the purpose of complying with any statute, regulation, ordinance, resolution or order of the Federal Housing Administration, the Veterans Administration, or any federal, state, county, or municipal governing body, or any agency or department thereof, provided that any such amendment shall be consistent with and in furtherance of the general plan and scheme of development as evidenced by this Declaration of Covenants, Conditions and Restrictions and any Supplemental Declarations taken collectively, and shall not impair or affect the vested property rights of any Owner or his mortgagee. Section 3. Canvassing, Where this Declaration of Covenants, Conditions and Restrictions requires that an instrument be executed by a certain percentage or number of the Members or Owners, such instrument may be circulated among the Members or Owners by a door -to -door canvass and need not be presented at any meeting of the members or otherwise, provided the Board of Directors of the Association is notified in writing by certified mail, return receipt requested, of the fact that an action is contemplated by a canvassing of the Members or the Owners. Section 4. Severability. If any provision of this Declaration of Covenants, Conditions and Restrictions or the application thereof to any person or circumstance shall, for any reason or to any extent, be invalid or unenforceable, neither the remainder of this Declaration of Covenants, Conditions and Restrictions nor the application of such provision to other persons or circumstances shall be affected thereby, but shall be enforced to the fullest extent permitted by law. Section 5 Gender and Number Whenever used, the singular number shall include the plural, the plural singular, and the use of any gender shall be applicable to all genders. Section 6 Headings. The paragraph entitlements hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing the text of such paragraphs. 17 00026317 UK t6:?1 1is.f _jh IN WITNESS WHEREOF, this Declaration is executed on this the day of M , 2006. Main Street Homes -CS, Ltd., a Texas limited partnership By: MSH -CS, Inc., a Texas corporation, its General Partner By: Richard R. Jefikins, VO President THE STATE OF COUNTY OF TRAVIS This instrument was acknowledged before me on the I'ay of 14U , 2006 by Richard R. Jenkins, Vice President of MSH -CS, Inc., a Texas corporation, in its capacity as deneral Partner of Main Street Homes - CS, Ltd., a Texas limited partnership, on behalf of said corporation and limited partnership. Notary Publi in and for the State of Texas + o�' "` "`•�� LYNN STEED Notary Public l� STATE OF TEXAS a My Comm. Exp. 02 -24 -2007 is Doc 8k Vol F`s 00926317 OR 7321 211 METES AND BOUNDS DESCRIPTION OF A 74.86 ACRE TRACT SAMUEL DAVIDSON LEAGUE, A -13 BRAZOS COUNTY, TEXAS METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN THE SAMUEL DAVIDSON LEAGUE, ABSTRACT NO. 13, BRAZOS COUNTY, TEXAS. SAID TRACT BEING ALL OF A CALLED 37.40 ACRE TRACT DESCRIBED AS TRACT ONE AND ALL OF A CALLED 37.50 ACRE TRACT DESCRIBED AS TRACT TWO BY A DEED TO WELLBORN RESOURCES, LLC, RECORDED IN VOLUME 2613, PAGE 212 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS. SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS; BEGP441NG AT A 5/8 INCH IRON ROD FOUND ON THE SOUTHEAST LINE OF KOPPE BRIDGE ROAD (A COUNTY MAINTAINED PUBLIC ROAD) MARKING THE NORTH CORNER OF SAID 37.50 ACRE TRACT AND THE WEST CORNER OF A CALLED 5.03 ACRE TRACT AS DESCRIBED BY A DEED TO ALVIN C. VALIGURA AND WIFE, DOROTHY A. VALIGURA, RECORDED IN VOLUME 359, PAGE 529 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S 47 ° 07'05"E ALONG THE COMMON LINE OF SAID 37.50 ACRE TRACT AND SAID 5.03 ACRE TRACT FOR A DISTANCE OF 547.15 FEET TO A'' /z INCH IRON ROD FOUND MARKING THE SOUTH CORNER OF SAID 5.03 ACRE TRACT AND THE MOST WESTERLY CORNER OF A CALLED 13.24 ACRE TRACT AS DESCRIBED BY A DEED TO`HELMUT SALTER AND WIFE, LORALEE SALTER, RECORDED IN VOLUME 795, PAGE 728 OF THE OFFICIAL RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S 47° 16'44"E ALONG THE COMMON LINE OF SAID 37.50 ACRE TRACT AND SAID 13.24 ACRE TRACT FOR A DISTANCE OF 994.07 FEET TO A'/i INCH IRON ROD FOUND MARKING THE SOUTH CORNER OF SAID 13.24 ACRE TRACT AND THE WEST CORNER OF LOT 1, ROBIN HUDSON SUBDMSION, ACCORDING TO THE PLAT RECORDED IN VOLUME 3276, PAGE 83 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S 47° 18'43" E ALONG THE COMMON LINE OF SAID 37.50 ACRE TRACT AND SAID LOT 1 FOR A DISTANCE OF 415.02 FEET TO A 5/8 INCH IRON ROD FOUND MARKING THE SOUTH CORNER OF SAID LOT 1 AND THE WEST CORNER OF A CALLED 2.92 ACRE TRACT AS DESCRIBED BY A DEED TO DARREN G. MENN AND WIFE, MARY C. MENN, RECORDED IN VOLUME 5173, PAGE 239 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S 47 ° 24'40" E ALONG THE COMMON LINE OF SAID 37.50 ACRE TRACT AND SAID 2.92 ACRE TRACT FOR A DISTANCE OF 177.56 FEET O A' /z INCH IRON ROD FOUND MARKING THE WEST CORNER OF A CALLED 4.895 ACRE TRACT AS DESCRIBED BY A DEED TO BARBARA LAYMAN WILLIAMS RECORDED IN VOLUME 5206, PAGE 196 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S 47* 16'56"E ALONG THE COMMON LINE OF SAID 37.50 ACRE TRACT AND SAID 4.895 ACRE TRACT FOR A DISTANCE OF 466.24 FEET TO A 5/8 INCH IRON ROD FOUND ON THE NORTHWEST LINE OF A CALLED 2.56 ACRE TRACT AS DESCRIBED BY A DEED TO JAMES L. McCLESKEY AND JOAN M. McCLESKEY RECORDED IN VOLUME 1607, PAGE 178 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, SAID IRON ROD FOUND MARKING THE EAST CORNER OF SAID 37.50 ACRE TRACT; THENCE: S 42' 29'42" W ALONG THE COMMON LINE OF SAID 37.50 ACRE TRACT AND SAID 2.56 ACRE TRACT FOR A DISTANCE OF 129.13 FEET TO A' /2 INCH IRON ROD FOUND MARKING THE NORTH CORNER OF A CALLED �3 ACRE TRACT AS VOLUME 585, PAGE 7DESCRIBED F THE OFFICLED AL TO PUSLIC�RECORUS OF BRAZOS WIFE KAREN COUNTY, �� REC Doc Bk tool Fs 00926317 OR 7321 212 THENCE: S 42 44'25" W ALONG THE COMMON LINE OF SAID 37.50 ACRE TRACT AND SAID 2.136 ACRE TRACT FOR A DISTANCE O AS DESCRIBED B� pDEEDOTO ROD LARRY FO UND YOU�NGR�.ECO�ID IN LUME 23 O A CALLED 5.500 ACRE TRACT 7, PAGE 40 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; T S 42 ° ISTANCE OF 264.43 FEET T 5 INCH IRON D FOUND MARKING KING Ti IE SOU CORNER OF TRACT FORA D SAID 37.50 ACRE TRACT AND THE EAST CORNER OF SAID 37.40 ACRE TRACT; THENCE: S 42° 37'21"W ALONG THE COMMON LINE OF SAID 37.40 ACRE TRACT AND SAID 5.500 ACRE TRACT FOR A DISTANCE OF 640.44 FEET TO A 518 INCH IRON ROD FOUND ON THE NORTHEAST LINE OF A CALLED 210.79 ACRE TRACT AS DESCRIBED BY A DEED TO JERRY CALDWELL RECORDED IN VOLUME 1214, PAGE 671 OF THE OFFICIAL RECORDS OF BRAZOS COUNTY, 'TEXAS, SAID IRON ROD FOUND MARKING THE SOUTH CORNER OF SAID 37.40 ICKY L YOUNC OF G RECORDED IN VOLUME 3217, PAGE 36 F THE OFFICIAL PUB IC DESCRIBED BY A DEED RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: N 47° 12' 13" W ALONG THE COMMON LINE OF SAID 37.40 ACRE TRACT AND SAID 210.79 ACRE TRACT FOR .7 DISTANCE OF AS DESCRIBED ED BY INCH DEED IRON TO JOHN P. GORNE A CALLED 0.77 ACRE TRACT RECORDED IN VOLUME 464 PAGE 401 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS; SAID 0.77 ACRE TRACT FOR D I N TAN° 38' CE OF 1 93. I 0 FEET O A,/2 C INC IRON 0 OD FOUND ACRE TRACT THE EAST CORNER OF SAID 0.77 FOR A DISNF 1 ACRE TRACT; THENCE: N 38° 52'01"W CONTINUMG ALONG THE COMMON LINE OF SAID 37.40 ACRE TRACT AND SAID LINE OF KOPPE BRIDGE ACRE TRACT FOR A ROAD MARKING THE NORTH CORNER OF SAID 0.777 ACRE TRACT AND THE MOST LIN NORTHERLY WEST CORNER OF SAID 37.40 ACRE TRACT; OF 420.69 THENCE: N 42' 42' IRON RO AL O NG G � NORTH CORNER F SAID 37.40 ACRE TRACT AND THE FEET TO A' / : INCH IR ROD WEST CORNER OF SAID 37.50 ACRE TRACT; THENCE: N 42° 41'42"E CONTINUING ALONG THE SOUTHEAST O M AIN O ING 04.86 BRIDGE S OF LAND AS DISTANCE OF 628.34 FEET TO THE PO O _ SURVEYED ON THE GROUND . SHEARING S 2004. SEE PLAT TEM SHOWN PAIN IS BASED ONN GRID NORTH AS D ESCRIPT IV E INFO ESTABLISHED FROM GPS OBSERVATION. ,• BRAD KERR REGISTERED PROFESSIONAL LAND SURVEYOR No. 4502 :.,�xr►_� � .fit � 0 1099295 OR 10303 224 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ASSIGNMENT OF RIGHTS, PRIVILEGES, AND APPOINTMENTS THIS ASSIGNMENT OF RIGHTS, PRIVILEGES, AND APPOINTMENTS (this "Assignment ") dated as of the 13 day of July, 2011, between MAIN STREET HOMES --CS, LTD., a Texas limited partnership (hereinafter called the "Seller "), whose address is 900 Congress Avenue, Suite L100, Austin, Texas 78701, RICHARD R. JENKINS, DAVID LEBOEUF, and STEVE BARTHOLOMEW, all individuals residing in Travis County, Texas (hereinafter collectively called "ACC Members "), and BCS DEVELOPMENT COMPANY, a Texas corporation, (hereinafter called the "Buyer "), whose address is 4090 State Highway 6 South, College Station, Texas 77845. This Assignment is made in connection with sale and purchase of a portion of that real property in Brazos County, Texas, commonly known as Meadowcreek Subdivision, Brazos County, Texas, said real property covered by such sale and purchase being more particularly described in Exhibit "A" attached here to and part hereof for all purposes. WITNESSETH FOR VALUE RECEIVED, Seller hereby absolutely grants, sells, conveys, transfers, assigns, and sets over to Buyer and its successors and assigns all right, title and interest of Seller in and to all those rights, powers, authorities, privileges, and obligations, including but not limited to, (i) those rights, titles and easements set-forth in the Declaration, and reserved to the Declarant (herein the "Rights and Privileges "), (ii) the designations, appointments and authorities of the Architectural Control Committee (herein the "Appointments "), all as set forth in the Declaration of Covenants, Conditions and Restrictions for Meadowcreek Subdivision Brazos County, Texas, recorded in Volume 7321, Page 193 of the Official Records of Brazos County, Texas, as amended (herein "Declaration "), and (iii) the Plat for Meadowcreek Subdivision (the "Subdivision ") Phase 1 recorded in Volume 7138, Page 121, and Phase 4A recorded in Volume 9491, Page 126, both of the Official Records of Brazos County, Texas (herein collectively "Plat "). Seller and ACC Members specifically agree that, and they collectively hereby transfer, assign and set over to Buyer, any and all transfer fees due and payable, or accruing in the future, if any, in connection with Article IV, Section 11 of the Declaration. ARTICLE I WARRANTIES AND COVENANTS of SELLER AND ACC M jN§ERS Seller and ACC Members hereby warrant and represent to Buyer that: Assignment of Rights, Privileges, and Appointments page f Dac Rk Val Ps 0 1099295 OR 10303 225 (a) Seller is the owner of and controls the Rights and Privileges under the Declaration, has good right to sell, assign, transfer and set over the same and to grant to and confer upon Buyer the rights, interests, powers and authorities granted and conferred therein. (b) ACC Members are the sole appointees of the Appointments and by their signatures below hereby simultaneously herewith appoint Randy French, Doug French, and Jeff French (three of Buyer's officers) as the members of the Architectural Control Committee (the "Committee") to replace ACC Members, who hereby resign effective with the appointment of their designated replacements. (c) No Transfer Fees as defined in Article IV, Section 11 of the Declaration are due to Declarant or any other person in connection with any part of the Property. (d) Seller and ACC Members have not made or permitted to be made any assignments of any of their respective rights or authorities under the Declaration, other than this Assignment. (e) Seller and ACC Members have not done any act or omitted to do any act which might prevent Buyer from, or limit Buyer in, acting under any of the provisions of the Declaration or exercising any of the Rights and Privileges, or acting or otherwise dealing with the Appointments. (f) Seller and ACC Members are not prohibited under any agreement with any other person or entity or under any judgment or decree from the execution and delivery of this Assignment, from the performance of each and every covenant of Seiler and ACC Members hereunder, or from the meeting of each and every condition contained herein or in the Declaration. (g) No action has been brought, or to Seller's and ACC Members' knowledge threatened, which in any way would interfere with the right of Seller and ACC Members to execute this Assignment and perform all of Seller's and ACC Members' obligations herein contained and in the Declaration. (h) SELLER AND ACC MEMBERS AGREE TO INDEMNIFY AND HOLD BUYER HARMLESS FROM ALL CLAIMS, LIABILITIES, DAMAGES AND CAUSES OF ACTIONS ACCRUING UP THROUGH THE DATE OF THIS AGREEMENT AND ARISING OUT OF THE (1) OBLIGATIONS OF DEVELOPER AND DECLARANT UNDER THE PLAT AND (11) THE SELLER'S OBLIGATIONS FOR MAINTENANCE OF THE SUBDIVISIONS UNDER THE DECLARATION AND THE PLAT. (i) All representations and warranties of Seller and ACC Members shall survive the Closing of the Property between Seller and Buyer. ARTICLE II WARRANTIES AND COVENANTS of BUYER Buyer hereby warrants and represents to Seller that: (a) Buyer has all requisite power and authority to carry on its business as it is now being conducted in the State of Texas and to enter into this Agreement; this Agreement has been duly authorized by requisite action and is enforceable against Buyer in accordance with its Assignment of Rights, Privileges, and Appointments and Assumption of Obligations Page 2 01099295 DR 10303 � 26 terms; neither the execution and delivery of this Agreement nor the consummation of the sale of the Subdivision from Seller to Buyer will constitute a violation or breach by Buyer of any provision of any agreement or other instrument to which the Buyer is a party or to which the Buyer may be subject although not a party, or will result in or constitute a violation or breach of any judgment, order, writ, junction or decree issued against Buyer. (b) All representations and warranties of Buyer shall survive the Closing of the Property between Seller and Buyer. ARTICLE III GENERAL PROVISIONS 3.01 Successors and Assigns This Assignment shall inure to the benefit of and be binding upon Seller, ACC Members, Buyer and their respective heirs, successors and assigns. Whenever a reference is made in this Assignment to "Seller," "ACC Members," or "Buyer," such reference shall be deemed to include a reference to the successors and assigns of Seller or ACC Members or Buyer. 3.02 Applicable Law This Assignment shall be interpreted, construed and enforced according to the Laws of the State of Texas. Seller consents that any legal action or proceeding arising hereunder, may be brought at the election of Buyer, in the state courts in Brazos County, Texas and assents and submits to the personal jurisdiction of any such court in any such action or proceeding. 3.03 Further AssuranM . At any time and from time to time, upon request by Buyer, Seller and ACC Members will make, execute and deliver, or cause to be made, executed and delivered, to Buyer and, where appropriate, cause to be recorded and /or filed and from time to time thereafter to be re- recorded and /or refiled at such time and in such offices and places as shall be deemed desirable by Buyer, any and all such other and further assignments, instruments of further assurance, certificates and other documents as may, in the reasonable opinion of Buyer, be necessary or desirable in order to effectuate, complete, or perfect, or to continue and preserve the obligations of Seller under this Assignment. Upon any failure by Seller or ACC Members so to do, Buyer may make, execute, record, file, re- record and /or refile any and all such assignments, instruments, certificates and documents for and in the name of Seller, and Seller hereby irrevocably appoints Buyer the agent and attorney -in -fact of Seller and ACC Members so to do. IN WITNESS WHEREOF, Seller and ACC Members have caused this Assignment to be executed, as of the day and year first above written. Seller: MAIN STREET HOMES--CS, LTD., a Texas limited partnership By: MSH -CS, INC., a Texas corporation its General Partner / By: R. JXnVins, President Assignment of Rights, Privileges, and Appointments and Assumption of Obligations k,/ Page 3 STATE OF TEXAS § COUNTY OF This instrument was acknowledged before me on this day of July, 2011, by Richard R Jenldns. Notary Public, State of Texas STATE OF TEXAS § COUNTY OF kos This instrument was acknowledg ore me on this l day of 2011, by David LeBoeuf. W Atrr OM MSI ova rM Notary Public, State of Texas becW MYw o0.201 3 STATE OF TEXAS § § COUNTY OF This instrument was acknowledged before me on this day of Ju , 2091, by Steve Bartholomew. CATNERNE ANNE OPMTON My Cornmi3s n E q**6 December 00, 2019 STATE OF TEXAS § COUNTY OF BRAZOS § a*� I L- - - L I otary Public, State of Texas This k ab ment was acknowledged before me on this the day of July, 2011, by Randy French, President of BCS Development Company, a Texas corporation, on behaff of said corporation. Notary Public, State of Texas AS&VO W ci r r Rmlegn. aWAppok*mnte indAuumpdwof0Mp ftm Pape 5 Doc Ok Vol Ps 01099295 OR 10303 233 EXHIBIT "A" PARCEL ONE Tract One: All of Lob THREE (3) and SIX (6), Block ONE (1), MEADOWCREEK SUBDIVISION, PHASE 1, a subdivision in Brazos County, Texas, according to the Plat thereof recorded in Volume 7138, Page 121, Official Public Records of Brazos County, Texas. PARCEL TWO Tract One: All of Lab SIX (6), EIGHT (8), NINE (9), TEN (10), and ELEVEN (11), Block FIVE (5), MEADOWCREEK SUBDIVISION, PHASE 4A, a subdivision in Brazos County, Texas, according to the Plat thereof recorded in Volume 9491, Page 126, Official Public Records of Brazos County, Texas. Tract Two: All of Lob TWENTY -ONE (21), TWENTY -TWO (22), TWENTY-THREE (23), TWENTY -SIX (26), TWENTY -SEVEN (27), TWENTY-NINE (29), THIRTY (30), THIRTY -ONE (31), THIRTY -TWO (32), THIRTY -THREE (33), THIRTY -FOUR (34), THIRTY -FIVE (35), THIRTY -SIX (36), THIRTY -SEVEN (37), and THIRTY -EIGHT (38), Block SEVEN (7), MEADOWCREEK SUBDIVISION, PHASE 4A, a subdivision in Brazos County, Texas, according to the Plat thereof recorded in Volume 9491, Page 126, Official Public Records of Brazos County, Texas. Tract Three: All of Lob TWO (2), FIVE (5), SIX (6), EIGHT (8), THIRTEEN (13), FIFTEEN (15), and SEVENTEEN (17), Block TEN (10), MEADOWCREEK SUBDIVISION, PHASE 4A, a subdivision in Brazos County, Texas, according to the Plat thereof recorded in Volume 9491, Page 126, Official Public Records of Brazos County, Texas. PARCELTHREE All that certain tract or parcel of land lying and being situated in the SAMUEL DAVIDSON LEAGUE, ABSTRACT NO. 13, Brazos County, Texas; said tract being the remainder of a called 74.86 acre tract as described by a Deed to Main Street Homes -CS, Ltd. recorded in Volume 6500, Page 287 of the Official Public Records of Brazos County, Texas. Said tract being more particularly described by metes and bounds as follows: BEGINNING at a 112 inch iron rod found on the northeast line of a called 210.79 acre tract as described by a Deed to Etharee Faye Caldwell recorded in Volume 1214, Page 671 of the Official Public Records of Brazos County, Texas, marking the south comer of a called 0.77 acre tract as described by a Deed to John P. Gomey recorded in Volume 464, Page 401 of the Deed Records of Brazos County, Texas, and the most westerly comer of said remainder of 74.86 acre tract; THENCE: N 48 38' 53" E along the common line of said remainder of 74.86 acre tract and said 0.77 acre tract for a distance of 193.10 feet to a 112 inch iron rod found marking the east comer of said 0.77 acre tract and a westerly comer of Meadowcreek Subdivision, Phase 4A, according to the Plat recorded in Volume 9491, Page 126 of the Official Public Records of Brazos County, Texas; Assignment of Rights, Privileges, and Appointments and Assumption of Obligations Page 6 Doc Sk Vol p 01099295 OR 10303 234 THENCE: Along the common line of said remainder of 74.86 acre tract and Meadowcreek Subdivision, Phase 4A, for the following calls: S 85° 42' 59" E for a distance of 78.60 feet to the beginning of a clockwise curve having a radius of 175.00 feet; Along said curve through central angle of 21'54' 40" for an arc distance of 66.92 feet (chord bears: N 15 14' 21" E - 66.52 feet) to the end of said curve; S 47° 12' 13" E for a distance of 1012.71 feet; S 42° 47'47" W for a distance of 15.00 feet, S 47° 12' 13" E for a distance of 120.00 feet; S 54° 19' 43" E for a distance of 40.31 feet; S 47 12' 13" E for a distance of 150.00 feet; S 42° 47'47" W for a distance of 115.00 feet; S 47 12' 13" E for a distance of 75.00 feet; N 42° 47'47" E for a distance of 115.00 feet; S 47° 12' 13" E for a distance of 180.00 feet; N 42 47' 47" E for a distance of 10.00 feet to a westerly comer of Meadowcreek Subdivision, Phase 3, according to the Plat recorded in Volume 8285, Page 280 of the Official Public Records of Brazos County, Texas; THENCE: Along the common line of said remainder of 74.86 acre tract and Meadowcreek Subdivision, Phase 3, for the following calls: S 47" 12' 13" E for a distance of 285.00 feet; N 42 47'47" E for a distance of 307.47 feet; 5 59 40' 22" E for a distance of 92.17 feet; N 42° 47'47" E for a distance of 27.63 feet; S 47° 12' 13" E for a distance of 30.00 feet; N 42° 47'47" E for a distance of 65.79 feet; S 47° 12' 13" E for a distance of 50.00 feet to a northwest line of Meadowcreek Subdivision, Phase 1, according to the Plat recorded in Volume 7138, page 121 of the Official Public Records of Brazos County, Texas; THENCE: Along the common line of said remainder of 75.86 acre tract and Meadowcreek Subdivision, Phase 1, for the following calls: S 42° 47'47" W for a distance of 120.79 feet; S 47° 12' 13" E for a distance of 366.58 feet to the northwest line of a called 4.972 acre tract as described by a deed to Shelley Lynn White recorded in Volume 9255, Page 102 of the Official Public Records of Brazos County, Texas; THENCE: S 42° 37' 21" W along the common line of said remainder of 74.86 acre tract and said 4.972 acre tract for a distance of 600.00 feet to a 5f8 inch iron rod found on the northeast line of the aforementioned 210.79 acre tract marking the west comer of a called 5.500 acre tract as described by a Deed to Ricky L. Young recorded in Volume 3217, Page 36 of the Official Public Records of Brazos County, Texas, and the south comer of said remainder of 74.86 acre tract; THENCE: N 47 12' 13" W along the common line of said remainder of 74.86 acre tract and said 210.79 acre tract for a distance of 2451.52 feet to the POINT OF BEGINNING containing 20.26 acres of land, more or less. Assignment of Rights, Privileges, and Appointments and Assumption of Obligations Page 7 Ooc A Vol Ps 01 049295 OR 10303 235 Filed for Record in: BRAZOS COUNTY On: Aug 18►2011 at 11:43A As a Recordings Document Number: 01099295 Amount 60.00 Receipt Number - 419555 891 Kim Green STATE OF TEXAS COUNTY OF BRAZOS I hereby certify that this instrument was filed on the date and time stamped hereon by me and was duly recorded in the volume and Page of the Official Public records of: BRAZOS COUNTY as stamped hereon by me. Aug IM011 HONORABLE KAREN MCOUEEN. COUNTY CLERK BRAZOS COUNTY