CC&Rs

Article I

Definitions

Unless the context otherwise specifies or requires. the following words and phrases when used in this Declaration shall have the meanings hereinafter specified:

1.01 Architectural Committee.

"Architectural Committee" shall mean the committee created pursuant to this Declaration to review and approve plans for the construction of improvements upon the Property.

1.02 Architectural Committee Rules.

"Architectural Committee Rules" shall mean the rules and regulations adopted by the Architectural Committee. as the same may be amended from time to time. as more fully defined in Section 6.06 of this Declaration.

1.03 Articles.

"Articles " shall mean the Articles of Incorporation of West Rim Estates Homeowners Association. Inc. filed in the office of the Secretary of State of the state of Texas. as from time to time amended.

1.04 Assessment.

"Assessment" shall collectively mean all " regular Assessments. Special Assessments. Fines and Individual Lot Assessments as may be levied by the Association under the terms and provisions of this Declaration.

1.05 Association.

"Association " shall mean West Rim Estates Homeowners Association, Inc .. a Texas non-profit corporation.

1.06 Biological Opinion. No Longer Relevant — See Original Documents.

1.07 Board.

"Board" shall mean the Board of Directors of the Association.

1.08 Bylaws.

"Bylaws" shall mean the Bylaws of the Association as adopted by the Board. and as from time to time amended.

1.09 Common Areas.

"Common Areas" shall mean any land conveyed. leased. dedicated or assigned by Declarant. or by a third party with the consent of Declarant. to the Association and designated as "Common Areas" for construction. installation, maintenance and operation. including. but not limited to. conservation areas. open space (whether natural or landscaped). water quality ponds and walls related to said ponds and areas within the Property. easements, streets. roads. roadways, signage, fencing and walls common to the Property, limited access gates and controls. rights-of-way, parkways, median strips, lighting. landscaping. irrigation/sprinkling systems. detention ponds, sidewalks. parks. trails. recreational areas and facilities, paths, ponds, creeks and lakes within the Property.

1.10 City.

"City" shall mean the City of Austin. Texas, and its applicable agencies, departments and committees.

1.11 Declarant.

"Declarant " shall mean Richland WLA. Ltd.. a Texas limited partnership. its duly authorized representatives or their respective successors or assigns ; provided that any assignment of the rights of Richland WLA. Ltd. as Declarant must be expressly set forth in writing and filed of record in the Real Property Records of Travis County. Texas with reference to this Declaration. and the mere conveyance of a portion of the Property without written assignment of rights of Declarant shall not be sufficient to constitute an assignment of rights of Declarant hereunder.

1.12 Fines.

"Fines " shall mean the monetary penalties established by the Board from time to time pursuant to Section 7.11. and imposed on Owners for violations of the provisions of this Declaration.

1.13 Declarations.

"Declarations " shall mean those instruments as they may be amended from time to time.

1.14 Golden-Cheeked Warbler. No Longer Relevant — See Original Documents.

1.15 Golden-Cheeked Warbler Territory. No Longer Relevant — See Original Documents.

1.16 Improvement.

"Improvement" shall mean every structure on the Property and all appurtenances thereto of every type and kind. including. but not limited to. building outbuildings. storage sheds or buildings. quarters. gazebos. patios. driveways. walkways and paved areas. tennis courts. fountains. large barbecue units. green houses. barns. basements. and large visible decorative items. swimming pools. ponds. lakes. garages. fences. screening walls retaining walls. stairs. decks. landscaping. poles. signs. exterior air conditioning. water softener fixtures or equipment. and pumps. wells. tanks. reservoirs. pipes. lines. meters. antennas. satellite dishes. towers and other facilities used in connection with water. sewer. gas. electric, telephone. regular or cable television. or other utilities.

1.17 Lot.

"Lot" or "Lots" shall mean and be defined as a separate single family residential building site within the Property as the same is added to. subdivided and described pursuant to and in accordance with the plat(s) of the Property. as they may be amended from time to time and shall include any Improvements from time to time constructed. erected placed installed or located thereon.

1.18 Member.

"Member" or "Members" shall mean any person or persons. entity or entities holding membership rights in the Association.

1.19 Mortgage.

"Mortgage" or "Mortgages" shall mean any mortgage or deed of trust covering any portion of the Property given to secure the payment of a debt.

1.20 Mortgagee.

"Mortgagee" or "Mortgagees" shall mean the holder or holders of any Mortgage or Mortgages.

1.21 Owner.

"Owner" or "Owners" shall mean a person or persons. entity or entities including Declarant, holding a fee simple interest in any portion of the Property, but shall not include a Mortgagee, unless or until Mortgagee forecloses on any Lot and becomes a fee simple owner thereof.

1.22 Permit. No Longer Relevant — See Original Documents.

1.23 Person.

"Person" or "Persons" shall mean any individual. individuals. entity or entities having the legal right to hold title to real property.

1.24 Preliminary Plans.

The Architectural Committee. in order to provide input prior to the creation of working (construction) drawings requires the submittal of preliminary plans which at a minimum shall include the following: submitter's name. address. and telephone number: a site (plot) plan with legal description and street address, north arrow. building setback lines at all sides. sketch elevation at scale of I /4 inch = 1 foot. topography contours at 2' intervals or less. tree survey showing all living trees (except cedar) with a caliper of six (6)

inches or greater. their sizes and species over which is placed the foot print of the proposed improvements. fully dimensioned including public/private walkways. driveway(s). patios and any other Improvements. The house plan must show all rooms. the garage. and the number of vehicles it is to contain. The scale of the site plan shall be not less than I" to 20' and a statement shall be placed on the face of the site plan providing where, if any. "cutting" and/or "filling" is proposed.

1.25 Plans and Specifications.

"Plans and Specifications" shall mean any and all documents designed to guide or control the construction. alteration or erection of any Improvement. See Section 6.07 for additional requirements for the "Plans and Specifications."

1.26 Property.

"Property" shall mean the real Property described on Exhibit "A" attached hereto. and any land added to this Declaration pursuant to Article 2.02. less any land withdrawn by Declarant under this Declaration under Article 2.03.

1.27 Rules.

"Rules" shall mean the rules and regulations related to the Property adopted by the Board as the same may be amended from time to time.

1.28 Single Family Unit.

"Single Family 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 maintaining a common household.

1.29 WRE Restrictions.

"WRE Restrictions" shall mean this Declaration. as the same may be amended from time to time. together with the Architectural Committee Rules and the Articles. Rules and Bylaws of the Association from time to time in effect.

1.30 Subdivision.

"Subdivision" shall mean and refer to all phases and plats of the Westview on Lake Austin and West Rim Estates development (as the subdivision may be hereafter renamed by Declarant), to the extent same is part of the Property.

Article II

Development Of The Property

2.01 Development by Declarant.

Declarant may divide or subdivide the Property or any Lots owned by Declarant into several areas. develop some of the Property. and. at Declarant's option. sell any portion of the Property free of the restrictions set forth in this Declaration.

2.02 Addition of Land. Amended

Declarant hereby reserves to itself and shall hereafter have the right. but not the obligation. at any time and from time to time. in its sole and absolute discretion, and without notice to or the approval of any party or Person whomsoever or whatsoever. to impose this Declaration or a substantially similar Declaration upon additional Property adjacent, contiguous or nearby to the Property. Declarant may. at any time and from

time to time. add any other lands to the Property. and upon such addition. this Declaration and the covenants. conditions. restrictions and obligations set forth herein shall apply to the added land. and the rights. privileges, duties and liabilities of the Persons subject to this Declaration shall be the same with respect to the added land as with respect to the lands originally covered by this Declaration, unless such supplemental Declaration shall provide for changes to the Declaration to deal with the unique character or Declarant's overall development plans for the added Property. Declarant hereby evidences its intent to the world to add some or all of the other phases of the Subdivision to be known as West Rim Estates (however. the plat reference may be to Westview on Lake Austin). upon Declarant's purchase of record title to such properties. In order to add lands to the Property hereunder. Declarant shall be required only to record in the Real Property Records of Travis County. Texas. a notice of addition of land (in the form of a Supplemental Declaration) containing the following provisions:

(A) A reference to this Declaration. which reference shall state the book and page numbers of the Travis County wherein this Declaration is recorded;

(B) A statement that the provisions of this Declaration shall apply to the added land:

(C) A legal description of the added land; and

(D) Any covenants. conditions or restrictions that are different or unique to the added land.

2.03 Withdrawal of Land. Amended

Declarant may. at any time and from time to time. reduce or withdraw areas owned by Declarant from the Property. and upon such withdrawal. this Declaration and the covenants. conditions. restrictions and obligations set forth herein shall no longer apply to those lands withdrawn. In order to withdraw lands from the Property hereunder, Declarant shall be required only to record in the Real Property Records of Travis County. Texas. a notice of withdrawal of land containing the following provisions:

(A) A reference to this Declaration. which reference shall state the book and page numbers of the Travis County wherein this Declaration is recorded; (B) A statement that the provisions of this Declaration shall no longer apply to the withdrawn land: and

(C) A legal description of the withdrawn land. including any plats thereto.

Article III

General Restrictions

All of the Property shall be owned. held. encumbered. leased. used. occupied and enjoyed subject to the following limitations and restrictions:

3.01 Insurance Rates.

Nothing shall be done or kept on the Property which could increase the rate of insurance or cause the cancellation of insurance on any Lot or any of the Improvements located thereon without the prior written approval of the Architectural Committee.

3.02 Property.

No Lot shall be further divided or subdivided. nor may any Lots be combined to form one (1) Lot. nor may any easements or other interests therein less than the whole be conveyed by the Owner thereof without the prior written approval of the Architectural Committee: provided. however, that when Declarant is the Owner thereof. Declarant may further divide and subdivide any Lot or combine any Lots and convey an easement or other interest less than the whole in any Lot, all without the approval of the Architectural Committee or any other Owner. Each Owner, by purchase of a Lot in the Property, does appoint Declarant as its true and lawful attorney-in-fact coupled with an interest for such Owner and in such Owner's name. place and stead to subdivide or to combine Lots and to grant consents for the Subdivision or combination of any Lots owned by Declarant. Each Owner agrees to execute any reasonable documentation to effect such subdivision or combination or to evidence of power-of-attorney. as Declarant may request.

3.03 Signs.

No sign, billboard or advertising of any kind shall be displayed to public view on the Property without the prior written consent of the Architectural" Committee However. each Owner of each Lot shall have professionally prepared one (1) discreet sign meeting the criteria and standards for a uniform address plaque for each Owner of residence Improvement in the Subdivision identifying the common address of each Lot Such plaque shall be placed on the residence Improvement as near as possible to the front entry of the residence Improvement and shall be illuminated so that the numbers can be easily read from the adjacent street at night. Also. Declarant shall prepare or have prepared sign standards and criteria for the Property which shall be followed by homebuilders, Lot owners, realtors. architects contractors or any other party; however, signs in the Subdivision shall not exceed five (5) square feet in size and the height and placement location shall first be approved by the Architectural Committee.

3.04 Rubbish and Debris.

No rubbish or debris of any kind shall be placed or permitted to accumulate upon

the Property and no odors shall be permitted to arise therefrom so as to render the Property or any portion thereof unsanitary. unsightly. offensive or detrimental to any other Property or to its occupants. The Architectural Committee shall have the right to determine if any portion of the Property is in such an unsanitary. unsightly offensive. or detrimental condition. Refuse. garbage and trash shall be kept at all times in covered containers and such containers shall be kept within enclosed structures or appropriately

screened from view by the public. as approved by the Architectural Committee. and contents thereof disposed of regularly as required by the Association or local authority.

3.05 Alteration or Removal of Improvements.

Any construction. repair or alteration. other than normal maintenance, which in any way alters the exterior appearance of any Improvement. or the removal of any Improvement. shall be performed only with the prior written approval of the Architectural Committee. For example, any exterior repainting of any Improvements with a color or colors other than the originally approved color(s) in the approved locations must be approved by the Architectural Committee. In the event that a Single Family Unit or other Improvement on a Lot shall be damaged or destroyed by casualty. hazard or other cause. including fire or windstorm. then. within a reasonable period. not exceeding three (3) months following the occurrence of the offending incident. the Owner of the affected Improvement shall cause the damage or destroyed Improvements to be repaired. rebuilt or reconstructed or to be removed and cleared from such Lot. Any such repair. rebuilding or reconstruction shall be approved and accomplished as otherwise required for new construction pursuant to the provisions of this Declaration.

3.06 Construction of Improvements.

No Improvements shall commence to be constructed upon any of the Property nor shall any site preparation be commenced upon any of the Property without the prior written approval of the Architectural Committee.

3.07 Repair of Buildings.

All Improvements upon any of the Property shall at all times be kept in good, safe, attractive condition and repair and adequately painted or otherwise maintained by the Owner thereof.

3.08 Noise.

No exterior speakers. horns. whistles. bells or other sound devices (other than alarm devices used exclusively for security purposes) shall be located. used or placed on any of the Property. No noise or other nuisance shall be permitted to exist or operate upon any portion of the Property so as to be offensive or detrimental to any other portion of the Property or to its occupants.

3.09 Hazardous Activities.

No activities shall be conducted on the Property and no Improvements shall be constructed on the Property which are or might be unsafe or hazardous to any Person or Property. Without limiting the generality of the foregoing. no firearms or fireworks shall be discharged upon the Property. no open fires shall be lighted or permitted. except within interior fireplaces designed and built according to industry standards and all applicable laws. codes and statutes. or in contained barbecue units for cooking purposes while attended by a responsible adult.

3.10 Mobile Homes, Travel Trailers and Recreational Vehicles; Towing.

No mobile homes shall be parked or placed on any Lot at any time. and no travel trailers or recreational vehicles shall be parked on or near any Lot so as to be visible from adjoining Property or public or private streets in or adjacent to the Subdivision for more than forty-eight (48) hours. The Association shall be entitled and is hereby empowered to adopt additional reasonable rules and

regulations governing the admission to and parking. use and storage of commercial. recreational and other vehicles (including. without limitation. mobile homes and travel-trailers) within the Subdivision. and if so adopted. the same shall be binding upon all Owners and their guests and invitees. In addition. any commercial. recreational or other vehicle stored in violation of these restrictions or in violation of any rule or regulation adopted by the Association concerning same may be towed away or otherwise removed by or at the request of the Association and at the sole expense of the Owner of the Lot upon which or adjacent to which any such commercial recreational, or other vehicle is parked in violation of these restrictions or other rules and regulations. In the event of such towing or other removal. the Association and its employees or agents shall not be liable or responsible to the Owner of such vehicle for trespass. conversion or damage incurred as an incident to or for the cost of such removal or otherwise: nor shall the Association. its employees and agents be guilty of any criminal act or have any civil liability by reason of such towing or removal. and neither its towing or removal. nor the failure of the Owner of the towed or removed vehicle to receive any notice of the violation of the provisions of this Section shall be grounds for relief by Owner of any kind.

3.11 Unsightly Articles; Vehicles.

No article deemed to be unsightly by the Architectural

Committee shall be permitted to remain on any Lot so as to be visible from adjoining Property or public or private streets. Without limiting the generality of the foregoing trailers. graders. trucks ( other than pickups not to exceed one ton capacity). boats. tractors, vans, and other vehicles used or designed for use as commercial vehicles. campers. wagons. buses. motorcycles and similar two (2) and four (4) wheel motorized vehicles. motor scooters, golf carts, and garden maintenance equipment shall be kept at all times, except when in actual use in enclosed structures or screened from public view and no repair or maintenance work shall be done on any of the foregoing, or on any automobile (other than minor emergency repairs), except in fully enclosed garages or other structures. screened from public view. Each residential structure constructed within the Property shall have sufficient garage space. as approved by the Architectural Committee. to house all vehicles to be kept on the Lot. No more than two (2) automobiles per dwelling unit may be kept on the Lot in such manner as to be visible from any other portion of the Property for any period in excess of seventy-two (72) hours. No automobiles or other vehicles may be parked overnight on any street within or directly servicing the Property. Service areas. storage areas. compost piles and facilities for hanging. drying or airing clothing or household fabrics shall be appropriately screened from public view at ground level and no lumber. grass. plant waste. shrub or tree clippings, metals. bulk materials or refuse of trash shall be kept. stored or allowed to accumulate on any portion of the Property except within enclosed structures and appropriately screened from public view. from any street in or adjacent to the Subdivision or from any Common Area.

3.12 Mining and Drilling.

No portion of the Property shall be used for the purpose of mining, quarrying. drilling. boring. or exploring for or removing oil. gas. or other hydrocarbons. minerals of any kind. rocks. stones. sand. gravel. aggregate. or earth.

3.13 Precedence Over Less Stringent Governmental Regulations.

In those incidences where the covenants, conditions and restrictions set forth in this Declaration set or establish minimum standards or limitations or restrictions on use in excess of any governmental regulations, rules or ordinances, the covenants, conditions and restrictions set forth in this Declaration shall take precedence and prevail over any less stringent governmental regulations, rules and ordinances. Similarly, when any governmental regulations, rules and ordinances are more stringent than those set forth in this Declaration, the more stringent governmental regulations, rules and ordinances shall control.

3.14 Maintenance of Lot and Lawns and Plantings.

Each Owner shall keep all shrubs. trees. grass and plantings of every kind on such Owner's Lot alive. cultivated. pruned or mowed. free of trash. weeds and other unsightly material. Prior to the construction of a residence on a Lot. the Lot Owner shall regularly mow such unimproved Lot and keep it neatly trimmed and free of trash and other unsightly material. Declarant. the Association and the Architectural Committee shall have the right at any reasonable time to enter upon any Lot to replace. maintain and cultivate shrubs. trees. grass or other plantings located thereon and charge the cost thereof to the Owner of the Lot as provided in Section 5.05

(0) hereof.

3.15 Lot Grading.

No Owner of any Lot shall remove any topsoil. gravel. clay or other substance from any Lot until said Owner receives the permission of the Architectural Committee for such removal.

3.16 Animals - Household Pets.

No animals. including pigs. hogs. swine. poultry. fowl. wild animals. reptiles (except turtles. lizards and non-venomous snakes kept and contained solely within the residence). horses, cattle. sheep. goats or any other type of animal not considered to be a domestic household pet within the ordinary meaning and interpretation of such words may be kept or maintained on the Property. No domestic household pet shall be allowed to make an unreasonable amount of noise. or to become a nuisance. and no domestic pets will be allowed on the Property other than on the Lot of its Owner unless confined to a leash. The household within each Lot shall not keep more than two (2) dogs and/or two(2) cats at any one (1) time or two (2) of any other type of domestic animal of any one (1) kind. No animal may be stabled, maintained. kept. cared for or boarded for hire or remuneration on the Property and no kennels or breeding operations of animals will be allowed on any Lot. No domestic household pet shall be allowed to run at large and pets shall be kept within enclosed areas on the Property which must be clean. sanitary and reasonably free of refuse. insects and waste at all times. Such enclosed area shall be of reasonable design and construction to adequately contain such animals in accordance with the provisions hereof. and shall be screened so as not to be visible from the front or side of the Lot at street level. Dog runs shall not be visible from any portions of the Property at street level. No vicious or dangerous animals shall be allowed on the Property.

Article IV

Residential Restrictions

4.01 Single Family Residential Construction.

All Lots shall be improved and used solely for a Single Family Unit or Common Area. No house shall be utilized as a construction office at any time. Except the use of a room within a residence as an in-house office, which office use is secondary to the residential use on the Lot, no business, commercial, industrial, trade, professional or other non-residential activity or use of any nature, type, kind or description shall be conducted upon or from any Single Family Unit or within any Improvement located or constructed on any Lot. No signs of any type advertising or describing in any way the in-home office use or business is permitted to be placed anywhere on the Lot or within or upon the Single Family Unit. The activities or business conducted at the in-home office shall not be such as to generate traffic by customers, vendors or the like through the Subdivision or to the Single Family Unit.

Notwithstanding anything to the contrary in this Declaration, each builder approved by Declarant to build within the Subdivision shall have the right to build and maintain on a Lot owned by builder and subject to all other requirements of this Declaration one (1) model home to be maintained by each approved builder. The model home shall be held open to the public on a regular basis and shall be utilized by said builder to sell other homes on Lots owned by said builder in the Subdivision. Once a builder no longer owns more than one (1) Lot in the Subdivision, said builder shall no longer have the privilege of maintaining a model home or temporary/sales construction office pursuant to Section 4.35, but shall market said model home for final sale. No model home shall ever be utilized by a builder to market, sell, or operate a construction office for said builder's homes anywhere outside of the Subdivision.

4.02 Building Height.

No Improvement greater than forty-five (45) feet in height and/or greater than 2 1/2 stories may be constructed on any Lot without the prior written approval of the Architectural Committee. For purposes of this paragraph, height shall be measured from the top of the foundation of the proposed Improvement to the ridge line of the roof of the proposed Improvement.

4.03 Building Materials; Dwelling Size.

All Single Family Units shall be constructed of recognized standard construction quality, and shall be constructed of one hundred percent (100%) stone or masonry or other masonry-type materials specifically approved in writing by the Architectural Committee. Grey or concrete brick/masonry are prohibited within the Property. All windows and door openings shall be excluded from the masonry requirement.

All Single Family Units shall contain not less than Three Thousand Five Hundred (3,500) square feet of enclosed, air conditioned and heated living space, exclusive of porches (open or covered), decks, garages and carports. Additionally, all split-level dwellings shall contain not less than Two Thousand (2,000) square feet of main floor living area, and all two-story dwellings shall contain not less than Two Thousand (2,000) square feet of first floor living area. The Architectural Committee, with the approval of Declarant, is hereby permitted to approve deviations in the dwelling size (on a floor-by-floor basis) in instances where, in the judgment of such Committee, such deviation will result in a more beneficial use of the Lot.

4.04 Construction in Place.

All dwellings constructed in the Property shall be built in place on the Lot and the use of prefabricated exterior building materials (except windows and doors) shall be allowed only with the prior written approval of the Architectural Committee.

4.05 Location of Improvements Upon the Lot.

No building or Improvement shall be located or erected nearer to any Lot line than is (i) indicated by the building setback line shown on the recorded plat of the Subdivision section which includes such Lot or (ii) expressly set forth in this Declaration. The positioning of all Improvements upon Lots within the Property is hereby expressly made subject to Architectural Committee review and approval. The minimum side yard setback for each side of a Lot shall be seven and one-half feet (7 1/2'). The minimum rear yard setback is twenty feet (20'), except on Lots located on a curve of the cul-de-sac. which may be fifteen feet (15'). if approved by the Architectural Committee. The Architectural Committee may consider the effect the Improvement will have on the Property as a whole; it being expressly understood that neither the Architectural Committee nor Members thereof shall be liable to any Owner for monetary damages or otherwise due to the construction of any Improvements within the Property or the creating thereby of an obstruction to the view from such Owner's Lot or Lots. The Architectural Committee discourages all Single Family Units built on corner Lots in the Subdivision (i.e.. lots that have a boundary on two or more streets) to be built so that the front of the residence and/or garage openings face onto Trailview Mesa Drive. However. the Architectural Committee shall have the right to consider the Lot size and configuration to determine whether such conditions justify the facing of any improvement on any corner Lot onto Trailview Mesa Drive. In the event the Architectural Committee. in its sole discretion. determines that the front of a Single Family Unit or garage can face onto Trailview Mesa Drive. the Architectural Committee shall change the building setback along Trailview Mesa Drive from fifteen feet ( 15') to twenty-five feet (25').

4.06 Rentals.

Nothing in this Declaration shall prevent the rental of any Lot and the Improvements thereon by the Owner thereof for residential purposes; provided however. all lessees shall be and are hereby bound to comply fully with the terms. covenants and restrictions of the WRE Restrictions. During any period when a Lot or Improvements are rented or leased. the Owner of the Lot shall remain liable for complying with all terms of this Declaration. No Single Family Unit may be rented or leased for any single period of less than twelve ( 12) months. No "time-share plan," or any similar plan of fragmented or interval ownership of said Single Family Unit shall be permitted on the Property.

4.07 Sidewalks and Curb Cuts.

The Owner of each Lot shall construct and maintain in good repair and condition. or cause to be constructed and so maintained. at his own expense. a sidewalk. along and adjoining that portion of the perimeter of the Lot adjacent to any street.' which shall be of a design and composition meeting all specifications of the City and approved in advance by the Architectural Committee. Subject to Architectural Committee approval. the sidewalk shall be positioned so that it abuts the curb along all streets adjacent to the Lot. which sidewalks shall be five feet (5') wide and extend the full width of the Lot. The Architectural Committee shall have the right to approve reductions in the width of the sidewalk if such reductions will. in the sole discretion of the Architectural Committee. result in preserving certain

desirable trees located within the Subdivision. The transition into the driveway approaches from the sidewalk shall be in accordance with the City building code requirements. whether or not such requirements govern in the Subdivision. In addition. all sidewalks shall be built in compliance with the Americans With Disabilities Act and include wheelchair ramps at intersections of streets and as otherwise required by law. Said sidewalk must be completed by the Owner thereof simultaneously with the completion of the dwelling on each Lot. All sidewalks shall be of exposed aggregate (pebble finished concrete). Where curbs in the Subdivision are broken out to install driveways. the portion next to the breakout (the remaining curb) shall first be saw-cut at that location and two number four (4) smooth 18" re bar shall be doweled six inches (6") into the remaining curb with the reminder extended into the new drive approach. Curb expansion-joint material will be placed at the joint. Construction techniques shall be utilized to insure an aesthetically pleasing drop between the curb and driveway. All flatwork. drives. walkways. etc.. shall also be built to the building standards prescribed by the City. whether such requirements govern within. the Subdivision.

4.08 Driveway.

The Architectural Committee shall have the right to impose limitations on driveway design. including materials. aprons. location and point of contact with dedicated roads, streets or private driveways within the Property. All sidewalks and all driveway approaches shall be constructed of exposed aggregate (pebble finished concrete). Starting at the edge of the sidewalk closest to the residence. driveways on each residential Lot must be constructed of exposed aggregate. (pebble finished concrete). brick pavers or concrete with stamped patterns. and all driveways must also contain a contrasting or harmonious banding or coping around the boundaries of the driveways. Location. design and any decorative surface of all driveways must be approved by the Architectural Committee. The driveway turnout and approach shall be constructed in such a manner as to provide an attractive transitional radius from the curb into the driveway entrance and shall prevent escape of drainage water from the street onto any Lots. Driveways and sidewalks must be shown on the site plan submitted to and approved by the Architectural Committee.

4.09 Athletic Facilities.

Tennis court lighting and fencing shall require the prior written approval of the Architectural Committee and any Owner desiring to install the same shall submit design and site plans. landscaping plans. and lighting specifications. Landscaping and fencing requirements may be set by the Architectural Committee for the purpose of screening courts in an aesthetically pleasing manner. No basketball goals or backboards or any other similar sporting equipment of either a permanent or temporary nature shall be placed on any Lot in the Subdivision where same would be readily visible from the street or ground level of an adjoining Lot or Common Area, without the prior written consent of the Architectural Committee. The Architectural Committee will have the right to regulate the appearance and placement of all sporting apparatus including basketball goals.

4.10 Swimming Pools.

Movable, above-ground swimming pools in excess of six feet (6') in diameter are strictly prohibited. All swimming pools in excess of six feet (6') in diameter must be of a permanent nature built into the ground and in a fenced enclosure with self-closing

and self-latching gates approved by the Architectural Committee. No swimming pools shall be constructed in front or side yards.

4.11 Landscaping and Irrigation Plans.

At the time plans for the dwelling to be built on any Lot are submitted to the Architectural Committee. a complete landscape plan shall be submitted for approval to the Architectural Committee. Landscape and underground sprinkler system plans shall be designed to be in conformance to the requirements of these restrictive covenants and shall be submitted to the Committee for consideration at least thirty (30) days prior to installation. All plans submitted to the Committee for consideration shall be prepared in a manner so as to provide sufficient detail to depict the species. size. quality spacing and location of all plant material. sod area and material. and shall contain explicit planting specifications. The landscape plan shall also set forth exterior lighting plans and show full sodding of all yards surrounding the residence on all sides: provided. however. sodding in the rear yards of residences that have a rear Lot boundary line that is contiguous with a Common Area may request that the Architectural Committee reduce the sodding requirement in the rear yard so that the natural growth in the rear of the Lot as it meets the Common Area is left in its natural state. Should any Lot Owner make such a request of the Architectural Committee the Architectural Committee shall. at its discretion. determine if the portion of the rear yard can remain in a natural state. and if so. where sodding in the rear yard will be located It is intended that all Lots adjoining Common Areas at the rear boundary line of said Lots shall have a backyard that is sodded to some extent. The minimum container size for foundation plants shall be five (5) gallons and spaced not more than 3 feet (3) apart. All irrigation plans shall be prepared by a licensed irrigation contractor and will detail the location and areas covered by all sprinkler or irrigation devices. A backflow prevention device which meets City requirements is required for the irrigation system. In any instance where an owner or builder installs landscaping or sprinkler system without Architectural Committee approval. said landscaping and/or sprinkler system shall be subject to (i) all remedies provided for in this Declaration for failure of an Owner to comply with this Declaration and (ii) changes deemed necessary by the Architectural Committee to be in harmony with and of a standard comparable to neighborhood development. All costs associated with said changes shall be the responsibility of the Owner Partial sodding. springing. plugging or seeding of yards shall not be allowed Automatic underground sprinkler system shall be installed. well maintained. and operated at each dwelling to keep lawns and landscaping in a condition acceptable to the Association and appropriate to the season. weather conditions. and water availability. Each Owner of a Lot shall landscape his yard pursuant to the landscape plan approved by the Architectural Committee. Yards shall be landscaped and irrigation systems installed simultaneously with the completion of a residence on the Lot. As used in this subparagraph 4.11. completion of a residence on the Lot shall be deemed to be the date a residence is ready and available for occupancy. which readiness and availability shall be according to the determination of the Association or its representative designated to make such determination.

4.12 Sight Distance at Intersections.

No fence or other type of wall. barrier or planting which obstructs sight lines at elevations between two feet and six feet above any roadway shall be placed or permitted to remain on any corner Lot within the triangular area formed by the

street Property lines and a line connecting them at points twenty-five feet (25') from the intersection of the street lines. or in the case of a rounded Property corner, from the intersection of the Property line extended. The same sight line limitation shall apply to any Lot within ten feet (IO') of an intersection of the street Property line with the edge of a driveway. No tree shall be permitted to remain within such distance of any such intersection unless the foliage line is maintained at sufficient height to prevent obstruction of such sight lines.

4.13 Utilities.

It is intended that natural gas will be made available to the Property; each Owner agrees to install gas water heating and gas central comfort heating appliances in each Single Family Unit constructed on the Property. All Improvements to a Lot shall be served only by the central utility services provided to the Property.

4.14 Sewage Disposal.

No septic tank or individual sewage disposal system shall be permitted on any portion of the Property. Each dwelling on a Lot must utilize the central sewage disposal system provided to the Subdivision.

4.15 Water Service.

No individual water well or supply system shall be permitted on any portion of the Property. Each dwelling on a Lot must utilize the central water system provided to the Subdivision.

4.16 Windows.

All windows. awnings. storm windows and doors. shutters and similar items shall be approved by the Architectural Committee for style. materials. colors. etc. All windows must be of all wood construction. or of all wood vinyl or aluminum clad. Aluminum or other metal windows on Improvements in the Subdivision are hereby expressly prohibited. All interior window treatments (i.e.. drapes. shutters. blinds. etc.) that can be seen from any street in the Subdivision shall consist of or be backed by white or beige material. so that from the street all window treatments look similar.

4.17 Awnings.

Shutters and Window Coverings. No window of any building or other Improvements constructed upon the Property shall be covered by any awnings. canopies. shutters (including hurricane or storm shutters). boards. or similar type window coverings. except as approved by the Architectural Committee or such as may be required for protection from storms and only then during the period of any such storm. The foregoing restriction shall not be construed as a prohibition against decorative exterior shutters located to the side of window openings.

4.18 Foundation Exposure.

(i) All Stucco Finishes. All foundation sides on any Improvement with an exterior stucco finish shall be covered with stucco which matches the texture and color of the exterior stucco walls of such Improvement and shall be a continuation of such stucco walls so that there is no defined horizontal relief line between the foundation and such walls.

(ii) All Stone Masonry or Brick Veneer Finishes. The foundation of any Improvement with a stone masonry or masonry veneer ( other than stucco) exterior finish shall not be exposed more than twelve ( 12) inches above final grade. If floor level is more than twelve (12) inches above final grade. the foundation shall be built to accommodate a finished wall matching the exterior wall of the Improvement to within twelve ( 12) inches of final grade.

4.19 Trees.

No living trees. except cedar trees. shall be removed from any Lot without the prior written consent of the Architectural Committee, and any permitted removal shall be in compliance with governmental regulations. Such approval shall be reasonably given. however. if such removal is necessary in connection with the location of the main residential dwelling on a particular Lot where the preservation of any tree would work a hardship or require extraordinary design measures in connection with the location of such dwelling on the Lot and the Plans and Specifications for and location of one (1) dwelling on the Lot have been approved by the Architectural Committee as provided in this Declaration. As used herein. the term "tree" shall mean and be defined as any tree equal to or greater than ten ( 1 0) feet in height and having a caliper of six inches (6") or more. Any tree(s) removed in violation of this provision shall be immediately replaced with a tree of similar size and type.

4.20 Architectural Committee Rules: Governmental Rules.

All Improvements shall be placed. located. erected. constructed, installed and maintained at the Property in conformance with the Architectural Committee Rules. for which provision is made in Section 6.06 of the Declaration. as such Architectural Committee Rules may be changed. amended or modified from time to time. All Improvements located. erected, constructed and installed upon any Lot shall conform to and comply with all applicable governmental regulations. rules and ordinances. All activities of the Owners. and those of their tenants. invitees. agents. employees and contractors on or about the Property shall comply with all applicable governmental regulations. rules and ordinances.

4.21 Construction.

As a portion of Declarant's desire to create a uniform plan of construction. development and Improvement of the Subdivision. Declarant shall have the right to approve the identity of the builders and general contractors who shall be allowed to construct Improvements on the Property. In the event that Declarant shall convey one or more Lots to an entity that will build the Improvements. such builders and general contractors are hereby approved. However. if any such builders and general contractors shall decide to thereafter convey the Property to a third party or allow another builder and general contractors to construct the Improvements, such additional Owner and builder and general contractors must obtain the approval of Declarant for the actual builder and general contractors of the Improvements. Should any Owner desire to obtain the approval of Declarant of a certain builder and general contractors prior to purchasing any Lot. Owner shall submit a written request identifying the builder and general contractor and providing any information about the builder and general contractors the Owner desires to be considered by Declarant. Thereafter. Declarant shall provide a letter stating whether or not it approves of the builder and general contractors intended

to be utilized by the prospective Owner of a Lot. In any event. any builder and general contractors of any of the Improvements on the Property shall be pre-approved (or not) by Declarant. in Declarant's absolute and sole discretion. Any Owner who purchases a Lot hereby understands and agrees that Declarant shall have the complete and sole discretion for approving (and disapproving) any builders and general contractors to work on any portion of the Property until Declarant shall no longer own any Lot in the Subdivision. Thereafter. when Declarant shall no longer own a Lot. no builder and general contractors approval shall be required in the Subdivision.

4.22 Garages and Carports.

No carports shall be placed. erected. constructed. installed or maintained on the Property. Each Single Family Unit constructed and maintained on the Property shall have an attached garage as an appurtenance thereto. All garages shall be for not less than two(2) standard sized passenger automobiles. Garages for more than three (3) automobiles must be specifically approved by the Architectural Committee. Each garage shall have a minimum width, as measured from inside walls. of ten (10) feet per car and a minimum depth for each car of twenty-one (21) feet. Garages may also contain appropriately sized storage rooms, recreational workshops and tool rooms as approved by the Architectural Committee Unless the Architectural Committee grants a variance as hereinafter provided. all garages shall be designed. erected. constructed. installed or maintained as side entry/load in such manner that the garage doors thereof shall not face the front of any residence. All garages must have garage doors that are operated by electric door openers kept in operable condition; all garage doors shall remain closed at all times: save and except for the temporary opening of same in connection with the ingress and egress of vehicles and the loading or placement and unloading or removal of other items customarily kept or stored therein. No garage shall be converted to another use (e.g.. living space) without the substitution. on the Lot involved, of another garage meeting the requirements of this Section 4.22 of this Declaration and the approval of the Architectural Committee as otherwise provided in this Declaration. Notwithstanding the foregoing provisions of this Section 4.22. because of the peculiarities of the size, shape. configuration. location and other physical characteristics of many Lots within the Property, it may be impossible or impractical to design. erect. construct. install or maintain garages in such a manner that the garage doors thereof do not face and are not visible from the front of any residence.

4.23 Reflective or Mirrored Glass.

No reflective or mirrored glass shall be used on or for the windows or doors of any buildings or other Improvements constructed upon the Property. No tinted windows or doors shall be permitted unless first approved by the Architectural Committee in writing taking into account the degree of tinting and the aesthetics of the Improvements involved.

4.24 Exterior Air Conditioning Equipment.

All air conditioning compressors and other equipment located outside of residential dwelling shall be screened from the view of Common Areas and streets in or abutting the Subdivision by opaque walls attached to and made a part of each Single Family Unit and otherwise in conformity with the applicable provisions of the

Architectural Committee Rules or as approved by the Architectural Committee. Absolutely no window or roof mounted air conditioning units are permitted in the Subdivision.

4.25 Exterior Building Materials.

Finishes and Colors. All exterior building materials. finishes and colors shall be in conformance with the applicable provisions of the Architectural Committee Rules and as approved by the Architectural Committee. Uncovered or exposed (whether painted or not) concrete or concrete block shall not be permitted as the exterior finish of any building structure or wall. The foregoing restriction shall be equally applicable to the initial as well as any subsequent painting of any Improvements located on the Property.

4.26 Exterior Lighting.

Exterior lighting or illumination of buildings, yards,

sidewalks and driveways on a Lot shall be designed and installed so as to avoid visible glare (direct or reflected) on to streets and road rights-of-way. and other portions of the Property. All exterior lighting shall be conformed to and with the applicable provisions of the Architectural Committee Rules and approved by the Architectural Committee. Special exceptions to such specifications (if any) may be approved by and within the sole discretion of the Architectural Committee upon a showing of good cause therefor. Holiday lighting on any Single Family Unit during the calendar month of December shall be removed from the exterior of said Lot no later than the I5th of January of that following year.

4.27 Artificial Vegetation.

No artificial vegetation shall be permitted on the portion of any Lot

outside of any building on the Lot.

4.28 Antennas.

No radio. microwave or other electronic transmission equipment. including ham radios. citizens band radios and the like. shall be operated on the Property without the prior written consent of the Architectural Committee. and such consent. once given. may be revoked by the Architectural Committee in the event that the operation of any such equipment interferes with ordinary radio. telephone or television reception or equipment. including the Subdivision s central cable television and gate control systems. No exterior radio or television antenna or aerial or satellite dish receivers. or other devices designed to receive telecommunication signals, including. but not limited to. radio. television or microwave signals which are intended for cable television. network television reception or entertainment purposes shall be erected or maintained without the prior written approval of the Architectural Committee which approval shall be based upon the aesthetics of any such devise that can be seen from the street. adjacent Lots at ground level, or Common Areas of the Subdivision and upon its potential for interference with communications received or transmitted by other Owners in the Subdivision. Roof. chimney or pole mounted antennas which are visible from any street. adjacent Lots or Common Areas within the Subdivision are not permitted.

4.29 Roofs.

The roofs of the main body of all buildings and other structures on the Property. including the Single Family Unit. shall be pitched. No flat roofs shall be permitted without the approval of Declarant and the Architectural Committee. Declarant and Architectural Committee may. in their discretion. approve flat roofs on part of the main body of a building : if such a roof is architecturally compatible with the remainder of the roof structure. the

particular building on which it is to be constructed and all adjacent residences and other structures. The pitch of all roofs shall be approved by the Architectural Committee or specified in the Architectural Committee Rules. All roofs shall be constructed of clay tile. cement tile slate. standing seam copper. thirty

(30) year architectural dimensional shingle or other materials (if any) specified in the Architectural Committee Rules or otherwise approved by the Architectural Committee. in its sole discretion. All roof colors must be approved by the Architectural Committee before building occurs. No three (3) tab. twenty

(20) year architectural dimensional shingle or other composition shingles. nor pure white. pure black or pure primary colored roofs shall be permitted. No antennas. windmills. appliances rooftops attic ventilators fans. solar collector panels or other rooftop installations or structure of any type shall be placed located. erected. constructed. installed or maintained upon the exterior roof of any building structure unless the same shall first be approved in writing by the Architectural Committee. if approved. shall otherwise be erected. constructed. installed and maintained on the rear yard side of the roof or otherwise in such manner and at such location that the same shall not be visible from any street or neighboring residences. Single Family Units or Common Areas Whenever possible. all plumbing vent stacks. any other vents or penetrations through the roofs of the residences or other Improvements shall be painted the color of the roof and shall be designed to penetrate the roof from behind (to the rear of the residence) the main ridge line of the roof so as not to be visible from any street or Common Area in the Subdivision.

4.30 Community Mailboxes.

Each Lot on which a Single Family Unit dwelling is constructed and completed (as evidenced by the issuance of a certificate of occupancy therefor shall have a street or roadside mailbox for the delivery of United States mail The design. construction and location of such mailbox shall be in strict conformance with the applicable provisions of the Architectural Committee Rules or as otherwise approved by the Architectural Committee in writing : it being expressly provided. however. that the Architectural Committee must approve a location consistent with the rules and regulations of the United States Post Office Department. Declarant shall have the right to require that all roadside mailboxes meet certain standard design criteria specified by Declarant or the Architectural Committee and have a certain aesthetic appearance.

4.31 Garbage Containers.

The Architectural Committee shall have the right to require each Owner to specify a specific location for enclosure of all trash can(s) and to require each Owner to construct a permanent enclosure at an approved location for the placement of garbage containers for collection purposes. Such enclosure shall not be visible from the street(s) in the Subdivision.

4.32 Tanks.

The Architectural Committee shall have the right to approve the location or use of any tank used or proposed in connection with a Single Family Unit including swimming pool filter tanks. No elevated tanks of any kind shall be erected. placed or permitted on any Lot. If any storage tanks are approved by the Architectural Committee for installation and permitted on the Property. the same shall be placed inside of walls. fences or similar type enclosures or buried in conformity with applicable governmental rules and regulations in locations preapproved by the Architectural Control Committee.

4.33 Underground Utility Lines.

No utility lines. including. but not limited to. wires or other devices for the communication or transmission of telephone or electric current or power, cable television or any other type of line or wire shall be erected. placed or maintained anywhere in or upon any portion of the Property. unless the same shall be contained in conduit or cables installed and maintained underground or concealed in. under or on buildings or other Improvements. Provided. however. that no provision hereof shall be deemed to forbid the erection of (i) temporary power or telephone structures incident to the construction of buildings or other Improvements which have been previously approved in writing by the Architectural Committee or (ii) permanent outdoor safety lights approved for location and wattage by the Architectural Committee. The installation method. including. but not limited to. location. type of installation equipment. trenching method and other aspects of installation. for both temporary and permanent utilities shall be disclosed in the Plans and Specifications and conform to all requirements of the City and all utility companies serving the Subdivision. All City requirements shall be strictly adhered to.

4.34 Drainage.

All storm water from any Lot shall drain into or onto contiguous or adjacent street rights-of-way. drainage easements, or retention areas. Storm water from any Lot shall not be permitted or allowed to drain or flow in amounts that exceed the flow or drainage from the same Lot as unimproved. onto. over. under or across any contiguous or adjacent Lot unless a drainage easement shall exist for same and same is done in accordance with any and all applicable governmental Permits and approvals. All work done on any Lot affecting or pertaining to the Lot grade, the flow of surface water drainage. the alteration or removal of any drainage or environmental berm or swale or any storm berm or swale. must be in accordance with the site grading and drainage plans prepared by an engineer selected by Declarant to prepare such plan or plans and also in accordance with all applicable laws. codes and regulations.

4.35 Temporary Structures.

No temporary structure including, but not limited to a mobile home. trailer. tent. greenhouse. shack. barn or other moveable out-building shall be used. placed or constructed on any Lot. for any purpose. either temporarily or permanently. for any purpose. and no existing building may be moved onto any Lot. However. the Architectural Committee may. in its discretion. allow temporary improvements used solely in connection with (during the period of sales and construction) construction of Single Family Units. If approved by the Architectural Committee. a builder's temporary construction/sales office must be landscaped to the satisfaction of the Architectural Committee and removed upon the earlier of (i) completion of Improvements or (ii) within twelve ( 12) months after placement on a Lot. All out-buildings or other structures on a Lot must be approved by the Architectural Committee. in the Architectural Committee's sole discretion.

4.36 Fences.

The construction of fences shall be restricted. and no fence shall be constructed. painted or decorated on the Property. without the prior written consent of the Architectural Committee. The Architectural Committee may. in its discretion. prohibit the construction of any proposed fence, or specify the materials of which any proposed fence must be constructed. or require that any proposed fence be screened by vegetation or otherwise so as

not to be visible from other portions of the Property. Any fencing on a Lot along the front and sides of the Lot or any fencing that is otherwise visible from any street abutting the front or side of a Lot shall be constructed of either wrought iron or wrought iron-like materials (approved by the Architectural Committee). However. Declarant shall prepare standard criteria that must be utilized at the Owner's expense for both front and side yard fencing that can be viewed by the public from any point along Trailview Mesa Drive. Fences that are constructed along the back. rear of a Lot shall be either masonry fences or wrought iron or wrought iron-like material fences (approved by the Architectural Committee). No chain link fences. unfinished concrete block or prefabricated fences will be permitted on the Property. Fences and walls erected nearer to the street than the building set-back lines shall be generally prohibited by the Architectural Committee. All fences shall be six feet (6') in height unless otherwise approved by the Architectural Committee. However. in the case where swimming pools are constructed. fences can be up to eight feet (8') in height.

4.37 Construction Activities.

Notwithstanding any provision herein to the contrary, this

this Declaration shall not be construed so as to unreasonably interfere with or prevent normal construction activities during the construction of Improvements by an Owner (including Declarant) upon any Lot within the Property. Specifically. no such construction activities shall be deemed to constitute a nuisance or a violation of this Declaration by reason of noise, dust. presence of vehicles or construction machinery. or similar activities. provided that such construction is pursued to completion with reasonable diligence and conforms to usual construction practices in the area and construction practices outlined by Declarant for the Subdivision. Declarant reserves the right to establish rules limiting construction hours and establishing parking requirements for construction and related vehicles. Upon failure of construction personnel to abide by such requirements. Declarant at its sole discretion and without recourse. may deny access by the offending personnel to the Subdivision and/or require Fines to be paid. In the event of any dispute regarding such matters.. a temporary waiver of the applicable restriction of this Declaration may be granted by the Architectural Committee. in its discretion. provided that such waiver shall be only for the reasonable period of such construction.

4.38 Unfinished Structures.

No house or other structure shall remain unfinished for more than twelve (12) months after the construction of same has been commenced. Construction of the residential Improvements shall begin no later than two (2) years after ownership of the Lot has been legally conveyed by Declarant.

4.39 Compliance with Provision of this Declaration.

Each Owner shall comply strictly with the provisions of these restrictions as the same may be amended from time to time. Failure to comply with any of this Declaration shall constitute a violation of this Declaration. and shall give rise to the imposition of Fines and to a cause of action to recover sums due for damages or injunctive relief or both. maintainable by the Board on behalf of the Association or by an aggrieved Owner or Declarant. Declarant makes no warranty or representation as to the present or future validity or enforceability of the WRE Restrictions. terms or provisions. Any Owner acquiring a Lot in reliance on one or more of such WRE Restrictions. terms or provisions shall

assume all risks of the possible amendment. validity and enforceability thereof and. by acquiring the Lot. agrees to hold Declarant harmless from any damages resulting from any amendment to or invalidity or unenforceability of the Declaration.

Article V

West Rim Estates Homeowners Association

5.01 Organization.

Declarant has caused the formation and incorporation of the Association. The Association is a nonprof it corporation created for the purposes. charged with the duties. and vested with the powers prescribed by law and/or set forth in its Articles and Bylaws or in this Declaration. Neither the Articles nor Bylaws shall for any reason be amended or otherwise changed or interpreted so as to be inconsistent with this Declaration. Declarant shall have no obligation whatsoever to exercise the specific powers and duties of the Association or Board. unless Declarant. in its sole discretion. determines to so act.

5.02 Membership.

Each and every Owner shall automatically be a Member of the Association without the necessity of any further action on the part of such Owner. subject to the terms of this Declaration. the Articles. the Bylaws. and the rules and regulations from time to time promulgated by the Association. Membership in the Association ("Membership") shall be appurtenant to and shall run with the Property interest which qualifies the Owner for Membership. and may not be separated from the interest of such Owner in and to any portion of the Property. Ownership of any portion of the Property shall be the sole qualification for being a Member; provided. however. that a Member's voting rights. as herein described. or privileges in the Common Areas. or both, may be regulated or suspended as provided in this Declaration. the Bylaws. and/or the rules and regulations promulgated thereunder. Persons or entities shall be Members by reason of ownership of land dedicated and accepted by the local public authority and devoted to public use or Common Areas and such land shall be owned subject to all of the terms and provisions of this Declaration except that: (i) ownership of land devoted to purposes described in this sentence shall not create any votes in the Members owning such land, and (ii) such non-voting Members shall not be required to pay any assessments other than special individual assessments as described and authorized in this Declaration. No person or entity shall be a Member by reason of ownership of any easement. right-of-way. or mineral interest. In addition. any person or entity that holds an interest in and to all or any part of the Property merely as security for the performance of an obligation shall not be a Member.

5.03 Transfer.

Membership may not be severed from ownership of any portion of the Property nor may Membership in any way be transferred, pledged. mortgaged or alienated except upon the sale or assignment of the Owner's interest in all or any part of the Property and then only to the purchaser or assignee as the new Owner thereof. Membership shall not be severed by the encumbrance by an Owner of all or any part of the Property. Any attempt to make a prohibited severance, transfer, pledge, mortgage or alienation shall be void and of no further force or effect. and will be so reflected upon the books and records of the Association.

Any transfer of the fee title to a Lot, or to a tract or parcel of real estate out of or a part of the Property, shall automatically operate to transfer Membership to the new Owner thereof.

5.04 Voting Rights.

The right to cast votes. and the number of votes which may be cast. for election of Members to the Board of Directors of the Association and on all other matters to be voted on by the Owners pursuant to this Declaration shall be calculated as follows:

(A) The Owner (excluding Declarant) of each Lot within the Property shall have one vote for each Lot so owned.

(B) For every Lot owned by Declarant. Declarant shall have twelve (12) votes for each of Declarant's Lots until the Declarant shall no longer own a Lot or Lots. It is understood and agreed that Declarant intends (but has no obligation) to eventually develop approximately one hundred seventy-four (174) Lots under this Declaration as the Property is supplemented pursuant to Section 2.02. and that Declarant shall have twelve ( 12) votes for each such Lot. including for each Lot that is ever added to the Property in this Declaration according to the provisions of Article

5.05 Powers and Authority of the Association.

The Association shall have the powers of a Texas nonprof it corporation. subject only to such limitations upon the exercise of such

power as are expressly set forth in this Declaration. the Bylaws. the Articles. and the laws of the state of Texas. It shall further have the power to do and perform any and all acts which may be necessary or proper for or incidental to the exercise of any of the express powers granted to it by the laws of Texas. this Declaration. the Articles and/or the Bylaws. Without in any way limiting "the generality of the two preceding sentences. the Board. acting on behalf of the Association. shall have the power and authority in its discretion at all times as follows:

(A) Enforce Declaration. If. as and when the Board. in its sole discretion deems necessary. to take such action to enforce the terms and provisions of this Declaration. the Articles and the Bylaws by appropriate means. and carry out. the obligations of the Association thereunder. including without limitation. the expenditure of funds of the Association. the employment of legal counsel and accounting services the commencement of legal causes of action. including without limitation. such litigation as may be necessary to collect Assessments, Fines and foreclose liens for which provisions are made in this Declaration, the promulgation and enforcement of the Association rules which may include the establishment of a system of fines and/or penalties enforceable as special individual assessments as provided in this Declaration and to enjoin and/or seek legal damages from any Owner for violation of such provisions or rules.

(B) Own and Deal with Common Areas. To acquire. own. hold. develop control, administer. manage. operate. regulate. care for,' repair, replace. restore.' preserve. protect, buy, sell. lease. transfer. convey. encumber. pledge or otherwise deal in or with real or personal Property (or any interest therein. including easements) which is. or by acquisition by the Association shall thereupon become Common Areas. and all facilities. improvements and landscaping thereon. subject to and in accordance with the provisions of this Declaration.

(C) Insurance. To contract for and maintain such policy or policies of insurance as may be required by this Declaration or as the Board deems necessary or desirable in furthering the purposes of and protecting the interest of the Association and its Members.

(D) Legal and Accounting Services. To enter into contracts for legal and accounting services. maintain one or more bank accounts. and generally. to have the powers necessary or incidental to the operation and management of the Association and the Common Areas.

(E) Borrow Money. To borrow such money as may be reasonably required to discharge and perform the duties, responsibilities and obligations imposed upon the Association pursuant to this Declaration and the WRE Restrictions. which borrowing may be secured by assignment or pledge of the Association's assets. including the Association's rights against delinquent Owners. to the extent deemed advisable by the Board.

(F) Sue and Be Sued. If. as and when the Board. in its sole discretion deems necessary it may. but shall not be obligated to, (i) take action to protect or defend the Common Areas or other property of the Association from loss or damage by suit or otherwise. and (ii) sue and defend in any court of law on behalf of the Association or one (1) or more of its Members.

(G) Establish Reserves. To create. establish. maintain and administer such capital expenditure reserves and other reserve funds or accounts as. in the discretion of the Board. are reasonably necessary to provide and assure the availability of' funds necessary for the care. maintenance, repair. replacement, restoration. preservation and protection of all Common Areas. including all easements and facilities. and for such other purposes as the Board. in its reasonable discretion. deems necessary or appropriate.

(H) Establish and Enforce Rules. To make. establish. promulgate. publish amend. repeal. reenact and to enforce such Bylaws and other rules and regulations as the Board deems to be in the best interest of the Association and its Member. for (i)'the protection. operation and governance of the use of the Common Areas. (ii) any and all aspects of the Association's functions. and (iii) for the development. sale and operation of the Property.

(I) Records. To keep books and records of the Association's affairs: to make an unaudited annual report available (within one hundred twenty (120) days after the end of each fiscal year) to each Owner and any individual or entity the Association is made aware is holding a mortgage or deed of trust on any Lot.

(J) Election of Officers. To elect the officers of the Association as provided in the Bylaws.

(K) Use of Insurance Proceeds. Subject to terms and provisions of the Declaration. to adjust the amount. collect and use any insurance proceeds to repair damage or replace lost property owned by the Association. and if the proceeds "are insufficient to repair damage or replace lost property owned by the Association. to assess the Members in proportionate amounts to cover the deficiency.

(L) Employee and Contract. To delegate the powers and duties of the Board to committees. officers or employees as provided in the Bylaws. employ a manager or other persons and contract with independent contractors or managing agents who have professional experience to perform all or any part of the duties and responsibilities of the Association, provided that any contract with a person or entity appointed as a manager or managing agent shall be terminable with or without cause on not more than ninety (90) days written notice by the Association and shall have a term of not more than one (1) year with successive one (1) year renewal periods upon the mutual agreement of the parties.

(M) Suspension of Voting Rights, To suspend the voting rights of any Owners who have failed to pay their Assessments or who have otherwise violated this Declaration. the Bylaws or the rules and regulations of the Association.

(N) Record Keeping, To cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting when such statement is requested in writing by twenty-five percent (25%) or more of the outstanding votes of the Members. regardless of class.

(0) Vacancies on the Board. To fill vacancies on the Board. in accordance with the provisions of the Bylaws.

(P) Incidental Powers and Other Services. Generally, to have the powers necessary or incidental to the operation and management of the Association and the Common Areas. and to provide such other services and tasks the responsibility for which has been expressly or impliedly delegated to the Association pursuant to this Declaration or the Bylaws:

(Q) Right of Entry and Enforcement, To enter at any time in an emergency, without prior notice. or in a non-emergency. after twenty-four (24) hours' written notice. without being liable to any Owner. upon any Lot and into any Improvement thereon for the purpose of enforcing the WRE Restrictions or for the purpose of maintaining or repairing any area. Improvement or other facility to conform to the WRE Restrictions, and the expense incurred by the Association ( or Declarant. as the case may be) in connection with the entry upon any Lot and the maintenance and repair work conducted thereon shall be a personal obligation of the Owner of the Lot entered upon. shall be a lien upon the Lot entered upon and Improvements thereon. and shall be enforced in the same manner and to the same extent as provided in Article VII hereof for regular and special Assessments. The Association or Declarant shall have the power and authority from time to time. in its own name and on its own behalf. or in the name of and on behalf of any Owner who consents thereto, to commence and maintain actions and suits to enforce. by mandatory injunction or otherwise. or to restrain and enjoin, any breach or threatened breach of the WRE Restrictions. The Association or Declarant is also authorized to settle claims. enforce liens and take all such action as it may deem necessary or expedient to enforce the WRE Restrictions: provided, however. that the Board shall never be authorized to expend any Association funds for the purpose of bringing suits against Declarant, it successors or assigns.

(R) Payment of Expenses for the Association. To pay all expenses associated with the management and administration of the business and affairs of the Association and all other expenses for which provision is made in this Declaration. including. without limitation to pay all expenses associated with the ownership and operation of the Common Areas.

(S) Assessments and Fines. To establish. levy. impose. enforce and collect Assessments and Fines as provided in this Declaration.

(T) Promotion of Health. Safety and Welfare. To advance. promote and enhance the health. safety and general welfare of the Members of the Association and the residents of the Subdivision generally.

(U) Public or Quasi-Public Services. To cause public or quasi-public services to be provided to the Subdivision. To itself provide equipment. facilities and personnel for or to contract with an independent contractor for such public or quasi-public services as may be deemed by the Association to be reasonably necessary or desirable for the common health. safety and general welfare of the residents of the Subdivision.

(V) Preserve and Enhance Beauty of West Rim Estates. To preserve. protect. maintain and enhance the appearance and natural beauty of the Common Areas and the Subdivision generally.

5.06 Ownership.

Maintenance. and Assessments for Maintenance of Private Roads Within Phase C. Section 2. The Association shall own and have the obligation to maintain. and levy and collect assessments for the maintenance of all private streets on the recorded plat for Phase C. Section 2 and any other privately owned streets located in all portions of the Property that are later supplemented to become part of the Declaration pursuant to Section 2.02 (collectively. the "Private Roadways"), as those Private Roadways are depicted on the final subdivision plat or plats covering all portions of the Property, and any limited access gates or other devices controlling access (the "Access Facilities ") to the Private Roadways. The Association shall levy. or cause to be levied. assessments against each Lot benefiting from the Private Roadways for maintenance of the Private Roadways and the Access Facilities, as the Association determines appropriate and in accordance with the provisions of the Declaration. The Private Roadways shall not be dedicated to or maintained by the City or Travis County. If the Private Roadways are acquired by Travis County. all special paving and medians within the Private Roadways and the Access Facilities shall be removed by the Association to meet Travis County standards. Further. an express easement is hereby granted across the Private Roadways and any adjoining Common Areas for the use of the surface for all governmental functions. vehicular and non-vehicular. including fire and police protection. solid and other waste material pick up and any other purpose any governmental authority deems necessary, and the Association and Declarant does further agree that all governmental entities. their agents or employees. shall not be responsible or liable for any damage occurring to the surface of the Private Roadways and adjoining Common Area as a result of governmental vehicles traversing over same. All landscaping located in cul-de-sacs within street rights-of-way. including the Private Roadways. shall be of a limited height and of a type that does not prevent or restrict emergency helicopters. such as Starflight. from landing in such cul-de-sacs.

5.07 Duties of Association.

(A) Subject to and in accordance with the Declaration. the Association (but not Declarant. unless Declarant in its sole option elects to perform such duties) acting through the Board. shall have the following duties:

(I) To accept. own. operate. deliver and maintain all Common Areas which may be conveyed or leased to it by Declarant. or others. together with all Improvements of whatever kind and for whatever purpose which may be located in said areas; and to accept. own. operate and maintain all other Property real and personal. conveyed or leased to the Association by Declarant and to maintain in good repair and condition all lands. Improvements. and other Association Property owned by or leased to the Association.

(2) To pay all real and personal Property taxes and other taxes and assessments levied upon or with respect to any Property owned by or leased to the Association. to the extent that such taxes and assessments are not levied directly upon the Members of the Association. The Association shall have all rights granted by law to contest the legality and the amount of such taxes and assessments.

(3) To execute Mortgages. both construction and permanent, for construction of facilities. including Improvements on Property owned by or leased to the Association, and to accept lands in Common Areas, whether or not improved. from Declarant subject to such Mortgages or by assuming such Mortgages. Financing may be effected through conventional Mortgages or deeds of trust. the issuance and sale of development or other bonds, or in any other form or manner as may be deemed appropriate by the borrower whether Declarant or the Association. The Mortgage or other security interest given to secure repayment of any debt may consist of a first. second or other junior lien as shall be deemed appropriate by borrower. whether Declarant or the Association. on the Improvement or other facility to be constructed. together with such underlying and surrounding lands as the borrower deems appropriate. The debt secured by such Mortgage or other security instrument may be retired from and secured by the revenues generated by dues. use fees. Assessments of the Members of the Association, or otherwise. or any combination thereof. as the case may be, but subject to the limitations imposed by this Declaration .'

(B) In addition to. and not in limitation of. the power and authority of the Association as set forth in Section 5.05 of this Declaration. the Association. acting through the Board. and/or the Declarant (at Declarant's sole option) shall have the power and authority :

( 1) To grant and convey to any Person or entity the real Property and/or other interest therein. including fee title. leasehold estate. easements. licenses. franchises and other rights. rights-of-way. or Mortgages out of. in, on. over. or under any Association Property. which in the Board's opinion are necessary or proper for the purpose of constructing. erecting. operating or maintaining the following:

(a) Parks. parkways or other recreations facilities or structures:

(b) Roads. streets. walks. driveways. trails and paths:

(c) Lines. cables. wires. conduits. pipelines or other devices for utility purposes: ( d) Sewers. water systems. storm water drainage systems. sprinkler systems and pipelines;

(e) Video services. cable television services. security services. communication services and other similar services over the Common Areas; and/or

(f) Any similar public. quasi-public or private improvements or facilities.

(2) To obtain. for the benefit of the Common Areas all water. gas and electric services. refuse collections. landscape maintenance services and other services. which in the opinion of the Board shall be necessary or proper: Nothing above contained. however. shall be construed to permit use or occupancy of an Improvement or other facility in a way which would violate applicable use and occupancy restrictions imposed thereon by other provisions of this Declaration. In addition, Declarant shall have the powers set forth in this subsection (I) with respect to all of the Lots or Property owned by Declarant without necessity of obtaining consent of the Architectural Committee, the Board or the Association or any other Owner.

(C) Indemnification, The Association (but not the Declarant) shall indemnify any Person who was or is party. or is threatened to be made a party. to any threatened. pending or completed action. suit or proceeding, whether civil. criminal. administrative or investigative by reason of the fact that he is or was a director. officer. committee member. employee. servant or agent of the Association against expenses. including attorney's fees. reasonably incurred by him in connection with such action. suit or proceeding if it is found and determined by the Board or a court that he ( 1) acted in good faith and in a manner he reasonably believed to be in. or not opposed to. the best interests of the Association. or (2) with respect to any criminal action or proceeding. had no reasonable cause to believe his conduct was unlawful. The termination of any action. suit or proceeding by settlement. or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Person did not act in good faith or in a manner which he reasonably believed to be in. or not opposed to. the best interests of

the Association. or. with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The Board may purchase and maintain insurance on behalf of any Person who is or was a director. officer. committee member employee. servant or agent of the Association. against any liability asserted against him or incurred by him in any such capacity. or arising out of his status as such. whether or not the Association would have the power to indemnify him against such liability hereunder or otherwise.

Article VI

Architectural Committee And Nonliability

6.01 Membership of Architectural Committee. Amended

The Architectural Committee shall consist of not more than three (3) voting members ("Voting Members") and such additional nonvoting members serving in an advisory capacity ("Advisory Members") as the Declarant deems appropriate. Members of the Architectural Committee need not be Members of the Association or own Lots.

The following Persons are hereby designated as the Voting Members of the Architectural Committee: Daniel B. Green, H. J. Buckley, and John S. Dzienkowski (the "Homeowner Member").

The Homeowner Member may not be removed as a Voting Member of the Architectural Committee without the prior approval (or deemed approval) of the Homeowners Committee or the Association, as the case may be, in accordance with the procedures set forth in Section 9.02(D) or Section 9.02(E) hereof, as applicable. Upon the resignation, death or removal of the Homeowner Member as a Voting Member of the Architectural Committee, the Homeowners Committee shall designate in writing to Declarant another Member of the Association to be appointed by Declarant as a Voting Member to replace the Homeowner Member, and Declarant shall thereupon appoint such replacement Homeowner Member in accordance with such written designation. Declarant reserves the right to appoint all other members of the Architectural Committee; provided, however, that at such time as Declarant no longer owns any Lots in the Property, all members of the Architectural Committee, including the Homeowner Member, shall be appointed by the Board of Directors of the Association pursuant to the provisions of Section 6.05 of this Declaration.

The number of Voting Members of the Architectural Committee may not be increased by Declarant without the prior approval (or deemed approval) of the Homeowners Committee or the Association, as the case may be, in accordance with the procedures set forth in Section 9.02(D) or Section 9.02(E) hereof, as applicable.

6.02 Action by Architectural Committee.

Items or matters presented to the Architectural Committee shall be decided by a majority vote of the Voting Members.

6.03 Advisory Members.

The Voting Members may from time to time designate Advisory Members.

6.04 Term.

Each member of the Architectural Committee shall hold office until such time as he has resigned or has been removed or his successor has been appointed as provided herein.

6.05 Declarant's Rights of Appointment.

Declarant, and its successors or assigns,

right to appoint and remove all members of the Architectural Committee. Declarant may delegate this right to the Board by written instrument. If Declarant ever delegates its right to appoint members to the Architectural Committee. the Board shall have the right to appoint and remove all members of the Architectural Committee. At such time as Declarant no longer owns any Lot in the Property and if Declarant has not already delegated this right to appoint the members of the Architectural Committee to the Board. the Board shall have the right to elect or remove any and all members of the Architectural Committee by executing a written instrument to be filed of record in Travis County. Texas. designating such elected members. terminated members and their addresses.

6.06 Adoption of Rules.

The Architectural Committee may (but shall not be required to) adopt such procedural and substantive rules. not in conflict with this Declaration (collectively. the "Architectural Committee Rules"), as it may deem necessary or proper for

the performance of its duties. including but not limited to. a housing code. fencing standards contents. form and submission procedures for Plans and Specifications. and other similar codes and standards as it may deem necessary and desirable. The Architectural Committee Rules adopted pursuant to this Section 6.06 shall have the same force and effect as the Association's other rules and regulations and this Declaration and are to be enforced by the Board in the name of the Association.

6.07 Review of Proposed Construction.

Prior to submitting Plans and Specifications each Owner shall submit to the Architectural Committee Preliminary Plans (see Section 1.24 for definition of same) of any planned Improvements for approval (or disapproval) by" such Committee. If the Architectural Committee shall fail to respond or disapprove the Preliminary Plans within thirty (30) days after the submission. said Preliminary plans shall be deemed approved. Whenever in this Declaration the approval of the Architectural Committee is required the Architectural Committee shall have the right to consider all of the Preliminary Plans and Plans and Specifications for the Improvement or proposal in question and all other facts which in its sole discretion. are relevant. Plans and Specifications shall be submitted to the Architectural Committee after the Preliminary Plans for said Lot are approved or deemed approved by the Architectural Committee. The Plans and Specifications shall include, but not limited to. those indicating location. size. shape. configuration. materials. site plans. excavation and grading plans, drainage plans. landscaping and fencing plans. elevations and construction techniques. samples of exterior colors. plans for utility services. and all other documentation or information relevant to constructing or operating such Improvements. The Architectural Committee shall have the right to require additional types of plans and specifications. in its discretion. Except as otherwise specifically provided herein, at least thirty (30) days prior to the commencement of any construction of any Improvement on the Property or any portion, thereof, the Plans and Specifications therefor shall be submitted to the Architectural Committee and construction thereof may not commence unless and until the Architectural Committee has" approved such Plans and Specifications in writing. The Plans and Specifications require written approval and are never deemed approved by the Architectural Committee. The Architectural Committee shall consider and act upon any and all Plans and Specifications submitted for its approval pursuant to this Declaration. and perform. such other duties assigned to it by this Declaration or as from time to time shall be assigned to it by the Board. including the inspection of construction in progress to assure its conformance with Plans and Specifications approved by the Architectural Committee. No Improvement shall be allowed on any Lot which is of such size or architectural design or involves the use of such landscaping. color schemes. exterior finishes and materials and similar features as to be incompatible with residential development within the Property. the Declarant's development plan and the surrounding area. The Architectural Committee shall have the authority to disapprove any proposed Improvement based upon the restrictions set forth in the preceding sentence. as well as based upon the Architectural Committee's discretion as to whether such Improvements shall be aesthetically pleasing and in harmony with the design planned by the Declarant for the Property. and the decision of the Architectural Committee shall be final and binding so long as it is made in good faith. Specifically. the fact that the Architectural Committee may have approved or denied a particular installation. condition, activity or item with respect to any particular Lot does not. by itself.

constitute grounds for requiring such approval or denial with respect to any other Lot. Each application for Architectural Committee review must be evaluated on its own merits. with the Architectural Committee exercising the broadest discretionary judgment that is consistent with the requirements of the WRE Restrictions. The Architectural Committee shall not be responsible for reviewing any constructed Improvements. nor shall its approval of any Preliminary Plans and/or Plans or Specifications be deemed approval thereof from the standpoint of structural safety. engineering soundness. conformance with building or other codes. or the quality of construction the plans reflect.

6.08 Applications.

Any applications for Architectural Committee approval must be accompanied by three (3) sets of Plans and Specifications, together with such renderings. samples. models. and other information as the Architectural Committee reasonably may require. One set of Plans and Specifications shall be reduced in size to 11 x 17 inches. Any application submitted other than by Owner must attach the Owner's written consent to the approval requested. The application must include the Owner's complete. current street address. Any application for installation of any building or other permanent structure must include all Plans and Specifications required by the Architectural Committee. including. but not necessarily limited to. the following plans: (i) landscape plans. pursuant to Section 4.11. (ii) irrigation plans. pursuant to Section 4.11, (iii) drainage and grading plans. (iv) utility plans, (v) plot plans showing location and placement on the Lot of all Improvements. (vi) detailed construction plans with descriptions and samples of materials of all construction of all Improvements. and (vii) exterior lighting plans. If requested. the Architectural Committee may require the preliminary staking of such Improvements and structures according to such plan for Architectural Committee inspection. Any costs of filing and processing an application pursuant to this Article are at the expense of the applicant; and the Association also may impose a reasonable. uniform application fee to defray the Architectural Committee's costs. Any change to any Plans and Specifications previously approved by the Architectural Committee also must be approved by the Architectural Committee as provided in this Article except that the Architectural Committee will expedite, to the extent practical. any such application that is made while construction is in progress. The Architectural Committee in no event is required to act upon any such modified application in less than ten ( 10) days. however.

6.09 Work in Progress.

The Architectural Committee, at its option, may inspect all work in progress to insure compliance with approved Plans and Specifications.

6.10 No Waiver of Future Approvals.

The approval or consent of the Architectural Committee to any Plans or Specifications for any work done or proposed or in connection with any other matter requiring the approval or consent of the Architectural Committee shall not be deemed to constitute a waiver of any right to withhold approval or consent as to any Plans and Specifications. or other matter whatever. subsequently or additionally submitted for approval or consent by the same or a different Person.

6.11 Nonliability.

The Declarant, Architectural Committee, Association. Board. or any Member thereof. shall not be liable to any Owner or to any other Person for any loss. damage

or injury arising out of their being in any way connected with the performance of the Architectural Committee's. Declarant's or the Board's respective duties under this Declaration. unless due to the willful misconduct or bad faith of the Architectural Committee or its members or the Declarant or Association/Board or its Members. as the case may be. The Architectural Committee or the members thereof. or Declarant or the Association/Board or its Members shall not be liable to any Owner due to the construction of any Improvement within the Property or the creation thereby of an obstruction to the view from such Owner's Lot or Lots. In addition Neither Declarant. the Architectural Committee. nor the Association. nor the officers. directors. Members. employees and agents of any of them. shall be liable in damages to anyone submitting Plans and Specifications for approval. or to any Owner of Property affected by these restrictions by reason of mistake in judgment. negligence. or nonfeasance arising out of or in connection with the approval or disapproval or failure to approve or disapprove any such Plans or Specifications. Every Person who submits Plans and Specifications. and every Owner of any of said Property. agrees by such submission that he will not bring any action or suit against Declarant. the Architectural Committee. the Association. or the officers. directors, Members, employees and agents of any of them, to recover any such damages and hereby releases and quitclaims all claims. demands and causes of action arising out of or in connection with any judgment. negligence or nonfeasance and hereby waives the provisions of any law which provides that a general release does not extend to the claims. demands and causes of action not known at the time the release is given. Declarant, Architectural Committee and the Association (and their agents. employees. and partners) shall not be required to compensate any Members for any losses or expenses relating to the actions of Declarant. the Association and the Architectural Committee.

6.12 Address. Amended

Two (2) sets of Preliminary Plans and Plans and Specifications shall be submitted to the Architectural Committee in care of the West Rim Estates HOA Board, c/o PAMco — Preferred Association Management Company, 700 Market Street, Building 3, Cedar Park, TX 78613, or such other address as may be designated by the Board from time to time.

One set of Preliminary Plans and Plans and Specifications shall also be simultaneously submitted to the Architectural Committee in care of the West Rim Estates HOA Board, c/o PAMco — Preferred Association Management Company, 700 Market Street, Building 3, Cedar Park, TX 78613, or such other address as may be designated by the Board from time to time.

Article VII

Funds And Assessments

7.01 Assessments.

(A) The Association may from time to time levy Assessments against each Lot whether or not improved. The level of Assessments shall be equal and uniform between all Lots except as hereafter provided in this paragraph. Notwithstanding anything set forth in the preceding sentence or in this Declaration. Declarant shall have the option at Declarant's discretion of either: (i) paying one-half ( I /2) of the regular Assessment with respect to each Lot owned by Declarant from time to time. the same as any other Owner or (ii) paying the difference between the actual expenses incurred by the Association for a particular calendar year over the total amount of regular Assessments levied by the Association as to all other Lots (i.e. Lots not owned by Declarant) during such year. In addition. notwithstanding anything to the contrary set forth in the first sentence of this paragraph or in this Declaration. any builder who purchases one or more Lots from Declarant shall have the right to pay one-half ( 1/2) of the regular Assessment with respect to each Lot owned by said builder until such time as a residence is built on the Lot and is "ready for occupancy". as such readiness is determined by the Architectural Committee. in its sole discretion. At such time as a residence on any Lot is determined by the Architectural Committee to be "ready for occupancy". the then Owner of said Lot shall be responsible for paying the full Assessment. which Assessment will be prorated on a per diem basis beginning after the date the residence is deemed to be "ready for occupancy". Any Property. other than a Lot. which is owned by or dedicated or accepted by any governmental body or agency, shall be exempt from any Assessment. In addition. Common Areas shall be exempt from any Assessments.

(B) Whereas. the obligation to pay an Assessment first arises after the commencement of the year or other period for which the Assessment was levied. the Assessment shall be prorated upon any transfer of title to a Lot as of the date when said obligation first arose in proportion to the amount of the Assessment year or other period remaining after said date of transfer. The Association shall use its reasonable efforts to determine the regular Assessment for the year by December 1. of the year prior to the year when the Assessment is due. Assessments are to be paid in advance. The Board shall establish the regular Assessment for each calendar year based upon a proforma operating statement or estimate by it for such calendar year which in turn shall be based. among other things. upon an estimate of the total expenses likely to be incurred by the Association during such calendar year. taking into account the previous operating history of and any surplus funds (not including reserves) held by the Association. Upon request. the Association shall provide such proforma budget to any Owner. The total amount of

the Association's estimated expenses shall be divided by the total number of Lots within the Property in order to determine the amount of the Assessment for each Lot for such calendar year; it being expressly provided, however. that in the case of the common Ownership of a platted Lot. the same shall be deemed for Assessment purposes to be a single Lot. The Association shall provide written notice to each Owner of the amount of the regular Assessment established. made. levied and imposed for the next succeeding year and the dates upon which installments (if any) for the same shall be due and payable along with a statement to builders and Declarant of their right to pay one-half (1/2) of said Assessment so long as the terms of this Declaration so provide. If no installment plan is provided by the Board in said notice to Owners. all regular assessments are due on or before January 30 of the year for which the Assessment is due. Unless otherwise determined by the Board of the Association. regular Assessments shall commence as to all Lots on the first day of the month following the first conveyance of a Lot by Declarant to any third party Owner. In the event that the Association shall determine during any calendar year that the regular Assessment established for such calendar year is or will become inadequate or insufficient to meet all expenses for the Association for such calendar year, for whatever reason. the Association shall be entitled to immediately determine the amount of the deficiency of the regular Assessment for such fiscal year. issue a supplement estimate of common expenses to all Members of the Association. and within thirty (30) days thereafter, establish, make. levy, impose, enforce and collect a supplemental or revised regular Assessment for such calendar year.

(C) Each unpaid Assessment together with such interest thereon and costs of collection thereof as hereinafter provided. shall be the personal obligation of the Owner of the Lot against which the Assessment fell due. and shall be secured by a lien against each such Lot and all Improvements thereon. The Association may enforce payment of such Assessments in accordance with the provisions of this Article.

7.02 Maintenance Fund.

The Board shall establish a maintenance fund into which shall be deposited all monies paid to the Association and from which disbursements shall be made in performing the functions of the Association under this Declaration.

7.03 Regular Annual Assessments.

The Board shall estimate the expenses to be incurred by the Association during each year in performing its functions under the WRE Restrictions. including but not limited to the cost of all roadway. median strip and right-of-way maintenance, the costs of landscaping. owning, operating and financing the Common Areas. the costs of administering the Association and performing all of its duties thereunder. costs of ad valorem taxes due against any Common Areas or Improvements owned by the Association. insurance premiums. expenses of managers and other employees. the costs of enforcing the WRE Restrictions. costs of accounting. legal and other professional assistance to the Association. 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 net 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.

7.04 Special Assessments.

In addition to the regular annual Assessments provided for above. the Board may levy Special Assessments (herein so called) whenever in the Board's opinion such Special Assessments are necessary to enable the Board to carry out the functions of the Association under the WRE Restrictions. The amounts of any Special Assessments shall be at the reasonable discretion of the Board. but shall be approved by Members holding fifty-one percent (51 %) of the eligible votes in the Association. Once Special Assessments are assessed by the Board. the Association shall provide written notice to each Owner of the amount of the Special Assessment established, made. levied and imposed by the Association (and as approved by the appropriate vote of the Members) along with the date upon which installments (if any) shall be due and payable to the Association.

7.05 Warbler Preserve Expenses. No Longer Relevant — See Original Documents.

7.06 Individual Lot Assessments.

In addition to any other Assessments for which provisions are made in this Declaration. the Board shall be and hereby is authorized and

empowered to establish. make. levy. impose. enforce and collect against and from a particular Lot and the Owner of such Lot an Assessment (the "Individual Lot Assessment") for:

(A) Costs and expenses incurred by the Association in bringing a particular Owner or his particular Lot into compliance with the provisions of this Declaration. including any action taken or cost or expense incurred by the Association to cure and eliminate any violation of or non-compliance with the provisions of this Declaration. following the failure of such Owner. within fourteen (14) days following written notice from the Association of the nature of the violation of or non-compliance with this Declaration. to cure or remedy such violation or non-compliance:

(B) Costs and expenses. including reasonable attorneys' fees. whether or not suit be brought, incurred by the Association in the enforcement of the provisions of this Declaration against a particular Lot or the Owner of such Lot;

(C) Costs and expenses incurred by the Association in furnishing or providing labor. services and materials which benefit a particular Lot or the Owner of a particular Lot provided that such labor. services or materials can be accepted or rejected by such particular Owner within ten ( 10) days of notice in advance of the Association's furnishing or providing the same such that upon such Owner's acceptance of any such labor. services or materials such Owner shall be deemed to have agreed that the costs and expenses associated therewith shall be made. levied. imposed, collected and enforced as an Individual Lot Assessment against such particular Owner and his particular Lot; and

(D) reasonable overhead expenses of the Association associated with any Individual Lot Assessment, established., made. levied, imposed, collected and enforced pursuant to this Section 7.06.

7.07 Owner's Personal Obligation for Payment of Assessments.

The regular and Special Assessments, Fines and Individual Lot Assessment (collectively the "Assessments") provided for herein shall be the personal and individual debt of the Owner of the Lot covered by same. Except as otherwise provided in section 7.01 (A) hereof. no Owner may exempt himself from liability for such Assessments. In the event of default in the payment of any such Assessments. the Owner of the Lot shall be obligated to pay interest at the highest rate allowed by applicable usury laws then in effect on the amount of the Assessment from the date thereof, (or if there is no such highest rate, then at the rate of two percent [2%] per month) together with all costs and expenses of collection. including reasonable attorneys' fees.

7.08 Assessment Lien and Foreclosure.

All sums assessed in the manner provided in. this Article but unpaid. shall. together with interest as provided in Section 7.07 hereof and the cost of collection. including attorney's fees as herein provided. thereupon become a continuing lien and charge on the Lot covered by such sums that are due. which shall bind such Lot in the hands of the Owner and such Owner's heirs. devisees, personal representatives. successors or assigns. The aforesaid lien shall be superior to all other liens and charges against the said Lot.

except only for tax liens and all sums unpaid on a first Mortgage lien or first deed of trust lien of record. securing sums borrowed for the acquisition of the Lot in question. The Association shall have the power to subordinate the aforesaid Assessment lien to any other lien. The Board may prepare a written notice of lien or charge setting forth the amount of the unpaid indebtedness, the name of the Owner of the Lot covered by such lien and a description of the Lot. Such notice shall be signed by one of the officers of the Association and shall be recorded in the office of the County Clerk of Travis County, Texas. Such lien for payment of Assessments shall attach with the priority above set forth from the date that such payment becomes delinquent and may be enforced by the non-judicial foreclosure of the defaulting Owner's Lot by the Association in a like manner as a mortgage on Property Code, as amended from time to time. subsequent to the recording of a notice of Assessment lien as provided above. or the Association may institute suit against the Owner personally obligated to pay the Assessment and/or for foreclosure of the aforesaid lien judicially. In any foreclosure proceeding. whether judicial or non-judicial. the Owner shall be required to pay the costs. expenses. and reasonable attorney's fees incurred. The Association shall have the power to bid on the Property at foreclosure or other legal sale and to acquire. hold, lease. mortgage. convey or otherwise deal with the same. Upon the written request of any Mortgagee, the Association shall use reasonable efforts to report to said Mortgagee any unpaid Assessments remaining unpaid for longer than fourteen ( 14) days after the same are due.

7.09 Certificate of Assessments Due.

The Association shall. upon the request of an Owner or any other interested party. furnish a certificate executed by its President. Vice President. Secretary. Treasurer or any other officer thereunto duly authorized, setting forth whether Assessments payable with respect to a particular Lot have been paid, the amount of the delinquency. if any, and the amounts of any outstanding and unpaid interest. late charges. penalties. costs of collection, including attorney's fees and court costs, if any, associated with any such delinquent Assessments. A properly executed certificate of the Association as to the status of Assessments. as aforesaid. shall be binding upon the Association as conclusive evidence of the status of the payment of any Assessment therein stated to have been paid or to be delinquent as of the date of the issuance of such certificate. The Association shall be entitled to charge and collect a reasonable fee for and as a condition precedent to the issuance of any such certificate not to exceed Twenty-five and No/I 00 Dollars ($25.00).

7.10 No Defenses or Offsets.

All Assessments shall be payable in full and at the times due. No defenses or offsets against the payment of such amount shall be permitted for any reason whatsoever. including. without limitation. any claim by an Owner that (i) the Association is not properly exercising its rights and powers or performing or discharging its duties and obligations as provided in this Declaration or its Bylaws: (ii) an Owner and his family has made or elected to make no use of the Common Areas: (iii) the Owner and his family have otherwise waived or attempted to waive their Membership in the Association : or (iv) the Association has suspended the right. privilege and easement of such Owner and his family to use the Common Areas as provided in the Rules.

7.11 Fines.

The Association. acting through its Board. shall have the right at any time and from time to time to establish. impose and collect fines ("Fines") which accumulate on a daily basis. The Fines may be imposed in the discretion of the Board against Owners who or which are in violation of any provision of this Declaration. Once Fines are imposed upon any Owner by written notice to the Owner at its last known address on the books and records of the Association. all such Fines shall also be secured by a lien on the violating Owner's Lot as set forth above in Section 7.08.

Article VIII

Easements

8.01 Reserved Easements.

All dedications. limitations. restrictions and reservations shown on any plat covering all or any portion of the Property and all grants and dedications of easements. rights-of-way. restrictions. and related rights made by Declarant prior to the Property becoming subject to this Declaration. are incorporated herein by reference and made a part of this Declaration for all purposes. as is fully set forth herein. and shall be construed as being adopted in each and every contract. deed or conveyance executed or to be executed by or on behalf of Declarant conveying any part of the Property. Declarant reserves the right to make changes in and additions to the said easements and rights-of-way covering the Property for the purpose of most efficiently and economically developing the Property. Further. Declarant hereby creates. declares. grants and reserves for the benefit of Declarant. Travis County. the City. the Association and all Owners and any public or private providers of utility services to the subject Property and their respective successors and assigns. a nonexclusive easement for utility purposes over. under. within and upon the Common Areas and all utility easements and other easement areas shown on the plats of the Property. as hereafter amended, for the purposes of constructing. installing. inspecting. maintaining. repairing and replacing from time to time any and all utility lines. systems and facilities from time to time deemed necessary or appropriate by Declarant for development of the Property. Further. Declarant reserves the right. and all Owners agree to cooperate to grant. dedicate. reserve or otherwise create. at any time or from time to time. rights-of-way and easements for public utility purposes (including. without limitation. gas. water. electricity. telephone. sanitary. sewer and drainage). in favor of any Person or entity across any Lot or on any portion of the Property as is necessary or efficient to supply all utilities to all Lots.

8.02 Installation and Maintenance.

There is hereby created an easement upon. across. over and under all of the Property for ingress and egress in connection with installing. repairing, and maintaining the Common Areas and for installing, replacing. repairing. and maintaining all utilities. including. but not limited to. water, gas, telephones, electricity. sanitary sewer, drainage areas and appurtenances thereto. By virtue of this easement. it shall be expressly permissible for the utility companies and other entities supply ing service to install and maintain pipes. wires. conduits. service lines or other utility facilities or appurtenances thereto. on. above. across and under the Property. within the public utility easements from time to time existing and from service lines situated within such easements to the point of service on or in any

Improvement. Notwithstanding any provision contained in this Section. no electrical lines. water lines or other utilities or appurtenances thereto may be relocated on the Property until approved by Declarant or the Architectural Committee. The utility companies furnishing service shall have the right to remove all trees situated within the utility easements shown on the Plat and to trim overhanging trees and shrubs located on portions of the Property abutting such easements.

8.03 Drainage Easements.

Each Owner covenants to provide and hereby grants easements for drainage and water flow across such Owners Lot benefiting Declarant and all Owners. as contours of land and the arrangement of Improvements approved by the Architectural Committee thereon. require. Each Owner further covenants not to disturb or displace any trees or other vegetation within the drainage easements as defined in this Declaration and shown on the Plat. There shall be no construction of Improvements. temporary or permanent in any drainage easement. except as may be approved in writing by the Architectural Committee.

8.04 Surface Areas.

The surface of easement areas for underground utility services may be used for planting of shrubbery. trees. lawns or flowers and for paving of driveways. unless otherwise specifically prohibited by the plat or any other recorded easement. However. neither the Declarant nor any supplier of any utility service using any easement area shall be liable to any Owner or to the Association for any damage done by them or either of them. or their respective agents. employees. servants or assigns. to any of the aforesaid vegetation or driveways as a result of any activity relating to the construction. maintenance. operation or repair of any facility in any such easement area.

Article IX

Miscellaneous

9.01 Term.

This Declaration including all of the covenants. conditions and restrictions hereof, shall run until December 31, 2014. unless amended as herein provided. After December 31, 2014. this Declaration. including all such covenants. conditions and restrictions shall be automatically extended for successive periods of ten ( 10) years each. unless amended or extinguished by a written instrument executed by the Owners of at least ninety percent (90%) of all eligible votes within the Property. then subject to this Declaration filed of record in the Real Property Records of Travis County. Texas.

9.02 Amendment. Amended

(A) By Declarant. This Declaration may be amended by the Declarant. acting alone and whether or not Declarant has voting control of the Association. until December 31, 2010. Thereafter Declarant. acting alone. may amend this Declaration for so long as Declarant holds sixty percent (60%) of the eligible votes of the Association. No amendment by Declarant after December 31, 2010, shall be effective until there has been recorded in the Real Property Records of Travis County. Texas, an instrument executed and acknowledged by the President and Secretary of the Association certifying that the

Declarant had the requisite sixty percent (60%) of the eligible votes of the Association; it being understood that no such acknowledged instrument shall be required for amendment of this Declaration by Declarant prior to December 31, 2010:

(B) By Owners. In addition to the method in Section 9.02(A), after December 31, 2010. this Declaration may be amended by the recording in the Travis County of an instrument executed and acknowledged by the President and Secretary of the Association. setting forth the amendment and certifying that such amendment has been approved by Owners entitled to cast at least ninety percent (90%) of the number of eligible votes entitled to be cast in the Association.

9.03 Interpretation.

The provisions of this Declaration shall be liberally construed to effectuate the purposes of creating a uniform plan for the development and operation of the Property and of promoting and effectuating the fundamental concepts of the development of the Property set forth in this Declaration. This Declaration shall be construed and governed under the laws of the state of Texas.

9.04 Exemption of Declarant.

Notwithstanding any provision in this Declaration to the contrary. neither Declarant nor any of Declarant's activities shall in any way be subject to the control of or under the jurisdiction of the Architectural Committee. Without in any way limiting the generality of the preceding sentence. this Declaration shall not prevent or limit the right of Declarant to excavate and grade. to construct and alter drainage patterns and facilities. to construct any and all other types of Improvements. sales and leasing offices and similar facilities. and to post signs incidental to construction. sales and leasing anywhere within the Property.

9.05 Assignment of Declarant.

Notwithstanding any provision in this Declaration to the contrary. Declarant may in a writing filed of record referring to this Declaration by volume and page number. expressly assign. in whole or in part. any of its privileges. exemptions, rights and duties under this Declaration to any other Person or entity and may permit the participation, in whole or in part. by any other Person or entity in any of its privileges. exemptions. rights and duties hereunder. Upon assignment by Declarant of any or all of Declarant's rights. the Declarant shall no longer be liable for performance of such assigned rights provided that the assignee expressly assumes in the recorded assignment the obligations of Declarant that are assigned.

9.06 Enforcement and Nonwaiver. Amended

(A) Right of Enforcement. Except as otherwise provided herein. any Owner at his own expense. Declarant. and/or the Board shall have the right to enforce all of the provisions of WRE Restrictions. Such right of enforcement shall include both damages for. and injunctive relief against. the breach of any such provision. In addition. any Improvement not designed and constructed in accordance with Plans and Specifications approved by the Architectural Committee shall conclusively be deemed in violation of

this Declaration and shall be removed or corrected by the Owner to the satisfaction of the Architectural Committee. In addition to any other remedy provided for in this Declaration. the Declarant may bring suit to enjoin the commencement or continuance of construction of any Improvement for which the Architectural Committee has not approved Plans and Specifications or if such Improvements are not in accordance with previously approved Plans and Specifications.

(B) Nonwaiver. The failure to enforce any provision of WRE Restrictions at any time shall not constitute a waiver of the right thereafter to enforce any such provision or any other provision of said restrictions.

(C) Liens. The Board shall have the right. when appropriate in its judgment. to claim or impose a lien upon any Lot or Improvement constructed thereon in order to enforce any right or effect compliance with this Declaration.

9.07 Construction.

(A) Captions. All captions and titles used in this Declaration are intended solely for convenience of reference and shall not enlarge. limit or otherwise affect that which is set forth in any of the paragraphs. sections or Articles hereof.

(B) Singular Includes Plural. Unless the context requires a contrary construction. the singular shall include the plural and the plural the singular. and the masculine. feminine or neuter shall each include the masculine. feminine and neuter.

(C) Restrictions Severable. The provisions of the WRE Restrictions shall be deemed independent and severable. and the invalidity or partial invalidity or any provision or portion thereof shall not affect the validity or enforceability of any other provision or portion thereof.

9.08 Declarant Not Liable.

Except as provided in Section 9.06, effective as of the date Declarant conveys all of its rights, title and interest in and to the Property and no longer holds any interest in and to the Property or any Property thereafter added pursuant to Section 2.02 and 5.04(B), Declarant shall be deemed to have assigned all its rights, benefits and obligations as Declarant hereunder to the Association. Declarant shall evidence its intent to add property to the WRE Restrictions pursuant to Section 2.02 and 5.04 in writing upon any request to do so by the Association. Declarant shall then be relieved of the performance of any further duty or obligation hereunder, and the Association and its Board shall then be obligated to perform all such duties and obligations of the Declarant without the necessity of any further writing or assignment of such rights and obligations by the Declarant. During the term of the WRE Restrictions and thereafter, neither Declarant nor the officers, directors, Members, employees and agents of it shall be liable for damages or otherwise to any Owner of any Property relying on these restrictions for reason of their unenforceability or by reason of Declarant's enforcement or non-enforcement thereof.

IN ADDITION, DURING THE TERM OF THE WRE RESTRICTIONS AND THEREAFTER, EACH OWNER AGREES THAT HE WILL NOT BRING ANY ACTION OR SUIT AGAINST DECLARANT OR THE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES AND AGENTS OF IT TO RECOVER ANY SUCH DAMAGES, AND HEREBY RELEASES ALL CLAIMS, DEMANDS AND CAUSES OF ACTION AGAINST DECLARANT ARISING OUT OF OR IN CONNECTION WITH ANY DECISION, ACTION, JUDGMENT, NEGLIGENCE, ENFORCEMENT ACTION OR ANY OTHER ACT OR OMISSION BY DECLARANT IN CONNECTION WITH THE ENFORCEMENT (OR LACK THEREOF) OF THESE WRE RESTRICTIONS.

9.09 Notices.

Any notice permitted or required to be given by this Declaration shall be in writing and may be delivered either personally or by mail. If delivery is made by mail it shall be deemed to have been delivered on the third (3rd) day after a copy of the same has been deposited in the United States mail. postage prepaid. addressed to the Person at the address given by such Person to the Association for the purpose of service of notices. If no such notice is given. the common address of any Lot may be utilized for notice purposes. Such address may be changed from time to time by notice in writing given by such Person to and actually received by the Association.

9.10 No Third Party Beneficiaries. Added by Second Amendment

Homeowners Committee. Added by Second Amendment

Exhibit A

Lots 1 through 17 and Lot 79 of Block "A", Lots 1 through 23 and Lot 63 of Block "B" of Replat of Westview on Lake Austin Phase C Section 2, a subdivision in Travis County, Texas, according to the map or plat recorded in Volume 95, Pages 4, 5 and 6, of the Plat Records of Travis County, Texas, formerly platted of record in Volume 91, Pages 234–237 of the Plat Records of Travis County, Texas.