ARTICLES OF INCORPORATION, BY-LAWS OF HOA, AND RESTRICTIVE COVENANTS OF HEBERLE ESTATES & MURRAY MEADOWS PHASE 2 HOMEOWNERS'ASSOCIATION

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1 ARTICLES OF INCORPORATION, BY-LAWS OF HOA, AND RESTRICTIVE COVENANTS OF HEBERLE ESTATES & MURRAY MEADOWS PHASE 2 HOMEOWNERS'ASSOCIATION Executed this 26th day of January, 2000 in the Office of the Secretary of State of Texas by Jim Garret and Sarah S. Garrett and County of Tarrant. I. ARTICLE I: OFFICES, DEFINITIONS II. III. IV. 1. Section 1: Registered Office and Agent 2. Section 2: Other Offices 3. Section 3: Definitions ARTICLE II: MEMBERSHIP AND VOTING RIGHTS 1. Section 1: Membership 2. Section 2: Voting Rights 3. Section 3: Methods of Voting ARTICLE III: MEETING OF MEMBERS 1. Section 1: General Meetings 2. Section 2: Annual Meeting 3. Section 3: Member List 4. Section 4: Call for Special Meetings 5. Section 5: Notice 6. Section 6: Quorum; Adjournments 7. Section 7: Transaction of Business ARTICLE IV: DIRECTORS 1. Section 1: Powers 2. Section 2: Number and Election 3. Section 3: Term of Office 4. Section 4: Removal; Filling Vacancies 5. Section 5: Prohibition of Cumulative Voting 6. Section 6: Location of Meetings 7. Section 7: Annual Meetings 8. Section 8: Regular Meetings 9. Section 9: Special Meetings 10. Section 10: Quorum FILED In the Office of the Secretary of State of Texas Jan Corporation Section Page - Page 1 of 23 -

2 V. ARTICLE V: NOTICES 1. Section 1: Formalities of Notices 2. Section 2: Waiver of Notices VI. ARTICLE VI: OFFICERS 1. Section 1: Miscellaneous Provisions 2. Section 2: Other Agents 3. Section 3: Duties 4. Section 4: Salaries 5. Section 5: Tenure; Removal; Vacancies VII. ARTICLE VII: COMMITTEES 1. Section 1: Number 2. Section 2: Architectural Control Committee 3. Section 3: Finance Committee 4. Section 4: Rules and Regulations Committee 5. Section 5: Elections Committee VIII. ARTICLE VIII: GENERAL PROVISIONS 1. Section 1: Fiscal Year 2. Section 2: Seal 3. Section 3: Indemnification IX. ARTICLE IX: AMENDMENTS 1. Section 1: RESTRICTIVE COVENANTS (executed 14th day of February, 2000) A. COVENANT 1. Abiding by the rules - legal action 2. Description and location of lots 3. Tenure for covenants and restrictions B. USAGE 1. Activity - offensive, annoying or nuisance 2. Animals, pets, livestock, breeding 3. Auto parking, repairs, RV's, Boats, trailers Page - Page 2 of 23 -

3 4. Business, trade activities 5. Designation and usage of the lots 6. Landscape completion and maintenance 7. Sign erecting, display, size limits, purpose 8. Trash accumulation, refuse, dumping C. ARCHITECTURAL STANDARDS 1. Building line from street and property 2. Building material storage 3. City code requirements 4. Exterior wall materials 5. Fence construction materials and placement 6. Structure height, size, garage size 7. Temporary buildings, tents, out buildings D. ARCHITECTURAL CONTROL 1. Architectural committee members 2. Plans for any new structures must be submitted 3. Plans submitted and approvals must be in writing E. HOMEOWNER'S ASSOCIATION 1. Assessment increases 2. Assessments, dues and fees 3. Binding to the terms of Restrictions and By-Laws 4. Community property 5. Date dues are assessed 6. Lien on property, enforcement, legal fees, deed 7. Purpose of assessments 8. Required membership 9. Roster of the property and assessments 10. Special assessments Page - Page 3 of 23 -

4 ARTICLES OF INCORPORATION OF HEBERLE ESTATES & MURRAY MEADOWS PHASE 2 HOMEOWNERS ASSOCIATION (A Nonprofit Corporation) ARTICLE ONE The name of the corporation is HEBERLE ESTATES & MURRAY MEADOWS PHASE 2 HOMEOWNERS ASSOCIATION. ARTICLE TWO The corporation is a nonprofit corporation. ARTICLE THREE The period of its duration is perpetual. ARTICLE FOUR The purpose for which the corporation is organized is to administer, repair, and maintain common areas owned by the corporation or to maintain areas surrounding the property for the benefit of all residents of Heberle Estates & Murray Meadows Phase 2 subdivisions. ARTICLE FIVE The street address of the initial registered office of the corporation is 301 E. Renfro, Burleson, Texas 76028, and the name of its initial registered agent at such address is JIM GARRETT. ARTICLE SIX The number of directors constituting the initial board of directors of the corporation is two (2) and the names and addresses of the persons who are to serve as the initial directors are: Jim Garrett 301 E. Renfro Burleson, Texas Sarah S. Garrett 301 E. Renfro Burleson, Texas ARTICLE SEVEN The name and street address of each incorporator is: Russell E. Clinage 4025 Woodland Park, Blvd. Suite 190 Arlington, Texas Page - Page 4 of 23 -

5 BY-LAWS OF HEBERLE ESTATES & MURRAY MEADOWS PHASE 2 HOMEOWNERS'ASSOCIATION ARTICLE I: OFFICES, DEFINITIONS Section 1: Registered Office and Agent The Registered Office of Heberle Estates & Murray Meadows Phase 2 Homeowners' Association (the "Association" shall be at 301 E. Renfro, Burleson, Texas 76028, and the name of the Registered Agent of the Association at such address is Jim Garrett. Section 2: Other Offices The Association may also have offices at such other places within or without the State of Texas as the Board of Directors may from time to time determine or the business of the Association may require. Section 3: Definitions The following words, when used in these Bylaws (unless otherwise indicated), shall have the following meanings: (a) "The Restrictions" shall mean and refer to the "Restrictive Covenants of Heberle Estates & Murray Meadows" to which these Bylaws are appended, as recorded in the Real Property Records of Tarrant County, Texas, or any Supplemental Restrictions under the provisions of said Restrictions. (b) "The Property" shall mean and refer to the property, which is subject to the Restrictions set forth on Exhibit "A". (c) "Common Property" shall mean and refer to those areas of land shown on any recorded subdivision plat or revised Plat of The Property and easements intended to be devoted to the common use and enjoyment of the members of the Association, conveyed to the Association to be devoted to common use. (d) "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision plat of The Property, with the exception of Common Property as herein defined. (e) "Living Unit" shall mean and refer to any portion of a building situated upon The Property designed and intended for use and occupancy as a residence by a single family. (f) "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot or Living Unit which is a part of The Property, but notwithstanding any applicable theory of the mortgage, shall not mean or refer to the mortgagee unless and until such mortgagee has acquired title pursuant to foreclosure or any proceeding in lieu of foreclosure. (g) "Member" shall mean and refer to every person or entity who holds membership in the Association. (h) "Garrett Development" shall mean and refer to Garrett Development Co. Page - Page 5 of 23 -

6 ARTICLE II: MEMBERSHIP AND VOTING RIGHTS Section 1: Membership Every person or entity who is a record Owner of any Lot which is subject, by covenants of record, to assessment by the Association, including purchasers under contract from Garrett Development Co., shall be a Member of the Association (provided that any such person or entity who holds such interest merely as security for the performance of an obligation shall not be a Member), and any person or entity who acquired any such fee or undivided fee interest shall be deemed to have accepted membership and assumed all obligations thereof. Section 2: Voting Rights The Association shall initially have one class of voting membership. Members shall be all those Owners entitled to one vote for each Lot in which they hold the interest required for membership by Section 1. When more than one person holds such interest in any Lot, all such persons shall be Members and the vote for such Lot shall be exercised as they between or among themselves determine, but in no event shall more than one vote be cast with respect to any Lot. Section 3: Methods of Voting At any meeting of the Members, every Member having the right to vote shall be entitled to vote in person, or by a proxy appointed in writing, or his duly authorized attorney-in-fact and dated not less than fifteen (I 5) nor more than thirty (30) days prior to said meeting. Any proxy shall be filed with the Secretary of the Association prior to or at the time of the meeting. In the absence of any action by the Board of Directors, the date upon which the Notice of the Meeting is mailed shall be the record date. ARTICLE III: MEETING OF MEMBERS Section 1: General Meetings All meetings of the Members for the election of directors shall be held at the office of the Association in Texas, or at such other place, within or without the State of Texas as may be specified in the Notice of the Meeting or in a duly executed Waiver of Notice thereof. Meetings of Members for any other purpose may be held at such time and place, within or without the State of Texas as shall be stated in the Notice of the Meeting or in a duly executed Waiver of Notice thereof. Section 2: Annual Meeting An Annual Meeting of the Members shall be held on the second Monday of July of each year, at the hour of 7:00 o'clock p.m.; provided, however, that should said day fall upon a legal holiday, then at the same time on the next business day thereafter. At such meeting, Directors shall be elected, reports of the affairs of the Association shall be considered, and any other business may be transacted which is within the powers of the members. Section 3: Member List At least ten (10) day s before each meeting of the Members, a complete list of the Members entitled to vote at each meeting arranged in alphabetical order, with the residence of each and the number of votes held by each shall be prepared by the Secretary. Such list shall be kept on file at the Registered Office of the Association for a period of ten (10) days prior to such meeting and shall be subject to inspection by any Member at any time during usual business hours. Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any Member who may be present. Page - Page 6 of 23 -

7 Section 4: Call for Special Meetings Special meetings of the Members for any purpose or purposes, unless otherwise prescribed by statute, the Articles of Incorporation, or these Bylaws, may be called by the President, the majority of the Board of Directors or the holders of not less than one-fifth (1/5) of all the Members entitled to vote at the meetings. Business transacted at any special meeting shall be confined to the subjects stated in the Notice of the Meeting. Section 5: Notice (a) Written or printed notice stating the place, date and time of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than fifteen (15) or more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each Member of record entitled to vote at the meeting. (b) Notice of any meeting of Members shall specify the place, date and hour of the meeting. The notice shall also specify the purpose of the meeting if it is a special meeting,' or if its purpose or one of its purposes will be to consider a proposed dissolution or the revocation of a voluntary dissolution by act of the Association or to consider a proposed disposition of all, or substantially all of the assets of the Association outside the ordinary course of business. Section 6: Quorum: Adjournments (a) Except as otherwise provided in the Deed Restrictions, by statute, by the Articles of Incorporation or these Bylaws, the Members holding one-third (1/3) of the votes issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Members for the transaction of business. If, however, a quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. Section 7: Transaction of Business When a quorum is present at any meeting, the vote of the Members holding sixty percent (60%) of the votes shall decide any question before such meeting, unless the question is one upon which by express provisions of the statutes, the Articles of Incorporation, or these Bylaws, a different vote is required, in which case such express provision shall govern. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of any Members to leave less than a quorum. ARTICLE IV: DIRECTORS Section 1: Powers The business and affairs of the Corporation shall be managed by its Board of Directors who may exercise all the powers of the Corporation and may do all lawful acts and things, which are not by statute, The Declaration, the Articles of Incorporation or these Bylaws directed or required to be exercised or done by the Members. Specifically, the Board of Directors shall be empowered to take such actions as authorized by the Directors. Section 2: Number and Election The Board of Directors shall consist of three (3) Directors. The Directors shall be elected at the annual meeting of the Members, except as hereinafter provided, and each Director elected shall hold office until his successor has been elected and qualified. Page - Page 7 of 23 -

8 Section 3: Term of Office Directors shall be elected for a term of two (2) years. At the initial meeting of the Board, Garrett Development Co. shall appoint a minimum of one (1) resident Member for a two (2) year term. Section 4: Removal: Filling Vacancies Any Director may be removed, with or without cause, at any special meeting of the Members by the affirmative vote of a majority of the Members present in person or by proxy at such meeting and entitled to vote for the election of such Director, if notice of intention to act upon such matter shall have been given in the notice calling such meeting. If any vacancies occur in the Board of Directors, for any reason, a majority of the Directors then in office, though less than a quorum, may choose a successor or successors. Each successor Director so chosen shall be elected for the unexpired term of the predecessor in office. Section 5: Prohibition of Cumulative Voting Directors shall be elected by plurality vote. Cumulative voting shall not be permitted. Section 6: Location of Meetings The Directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Texas. Section 7: Annual Meetings The first meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of Members, and at the same place, unless by unanimous consent of the Directors then elected and serving such time or place shall be changed. Section 8: Regular Meetings Regular meetings of the Board of Directors shall be held semi-annually or more frequently if called by the President or by a majority of Board Members at such time and place as shall from time to time be determined by the Board. Section 9: Special Meetings Special meetings of the Board of Directors may be called by the President or Secretary on two (2) days' notice to each Director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of Directors. Except as may be otherwise expressly provided by statute, the Articles of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of any special meeting need be specified in a notice or waiver of notice. Section 10: Quorum At all meetings of the Board of Directors, the presence of two (2) of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of two (2) of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Declaration, the Articles of Incorporation or these Bylaws. If a quorum shall not be' present at any meeting of Directors, the Director present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. Page - Page 8 of 23 -

9 ARTICLE V: NOTICES Section 1: Formalities of Notices Whenever under the provisions of the statutes, the Articles of Incorporation or these Bylaws, notice is required to be given to any Director or Member, and no provision is made as to how such notice shall be given, it shall be construed to mean either personal notice or notice in writing, by mail (regular of otherwise), postage prepaid, addressed to such Director or Member at such address as appears on the books of the Corporation. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States Mail as aforesaid. Section 2: Waiver of Notices Whenever any notice is required to be given to any Member or Director of the Corporation under the provisions of the statutes, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice. Signing the minutes of any meeting shall be deemed a waiver of all formalities with respect to such meeting. ARTICLE VI: OFFICERS Section 1: Miscellaneous Provisions The officers of the Corporation shall be elected by the Directors and shall be a President, a Secretary and a Treasurer. Any two or more offices may be held by the same person, except that the offices of President and Secretary and President and Treasurer shall not be held by the same persons. Any such officer shall have the powers and duties usually associated with such office, subject to limitations or extension by the Board of Directors. Section 2: Other Agents The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Section 3: Duties The duties of the officers are as follows: (a) President. The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all contracts, mortgages, tax returns, and other written instruments; shall co-sign all checks (except those on a monthly recurring nature previously approved by the Board), and promissory notes; shall appoint committee chairmen and members of committees with the concurrence of the Board; and shall carry out such other duties as may be assigned by the Board or the Policy Manual as adopted by the Board. (b) Secretary. The Secretary shall perform or cause to be performed the following secretarial activities: record ' the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; keep the corporate seal and affix it on all papers requiring said seal; serve notice of meetings of the Board and members; keep the appropriate current records showing the ownership of Lots and membership of the Association, together with their addresses; and shall perform such other duties as required by the Board or the Policy Manual as adopted by the Board. Page - Page 9 of 23 -

10 (c) Treasurer. The Treasurer shall perform or cause to be performed the following financial activities: receive and deposit in appropriate bank accounts all monies of the Association and disburse such funds as directed by a Resolution of the Board; co-sign all checks; cause an annual audit of the Association Books to be made at the completion of each fiscal year; prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting and deliver a copy of the budget and assessments adopted by the Board to each member. The Treasurer shall perform such other duties as required by the Board or the Policy Manual as adopted by the Board. Section 4: Salaries All officers and directors of the Corporation shall serve without compensation. However, expenses may be reimbursed for unusual activities carried out on behalf of the Corporation. Any officer may receive compensation for services rendered to the Corporation in other than his official capacity. Section 5: Tenure, Removal, Vacancies Each officer of the Corporation shall hold office for a term of one (1) year or until his successor is chosen and qualified in his stead or until death, resignation or removal from office. Any officer or agent elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant, for any reason, the vacancy may be filled by the Board of Directors. ARTICLE VII: COMMITTEES Section 1: Number There shall be four (4) standing committees. Except as specified by Article VI of the Declaration, all of the Chairmen and members of the standing committees shall be appointed by the President with the concurrence of the Board. Additional ad hoc committees may be appointed by the President as the need may arise. Section 2: Architectural Control Committee A committee composed initially of two (2) members, being Jim Garrett and Sarah S. Garrett. In the event one (1) or more members are unable to serve, such vacancy shall from time to time be designated by the majority vote of the remaining members. The Architectural Control Committee shall be responsible for approving or disapproving the design, location, details, color, texture, materials and specifications of all new construction, landscaping and tree removal and for any additions or modifications to buildings or Lots. All decisions by the committee shall be based on an adopted set of architectural and landscape guidelines. The committee shall render consistent judgments based upon such guidelines. A judgment by the committee may be appealed to the Board by filing a notice thereof with the Secretary of the Board at least fifteen (15) days in advance of a regularly scheduled meeting of the Board. Except that decisions made with respect to new construction on a vacant Lot may not be appealed to the Board. The Architectural Control Committee shall be governed by the Restrictions and these By-Laws. This committee may appoint a subcommittee composed of members outside the committee to be responsible for approving or disapproving the design, location, details, color, texture, materials and specifications of all construction, landscaping and tree removal as they relate to additions or modifications of buildings or Lots. Page - Page 10 of 23 -

11 Section 3: Finance Committee This committee is responsible for preparing a proposed budget each year for submission to the Board for action. It shall review the expenses periodically during the year to determine if any significant deviations are occurring and to recommend actions for the Board to make appropriate adjustments. The committee shall also recommend the assessment level -each year to cover anticipated expenses. This committee is also responsible for maintaining a record of the status of assessment payments for each Lot and recommending appropriate action to the Board for collection of any delinquencies. The chairman of this committee shall be the Treasurer. Section 4: Rules and Regulations Committee This committee is responsible for those rules and regulations affecting actions by persons in the community or actions by persons on property owned by the Corporation. The rules and regulations adopted by the 'Board shall be promulgated to all Owners and enforced by this committee. This committee shall also see that Owners inform their tenants of these rules and regulations. The committee shall recommend new rules and regulations from time to time as conditions may warrant or modifications of existing rules and regulations to the Board. Section 5: Elections Committee This committee is responsible for obtaining nominations for election to the Board of Directors and for conducting the election at the annual meeting. The Election Committee shall make as many nominations for election to the Board as it shall in its discretion determine, but not less than one (1) for each vacancy to be filled. The committee shall present its report to the Secretary at least seventy-five (75) days before the annual meeting. The chairman of the Elections Committee shall conduct that portion of the meeting devoted to elections. The members shall count the votes at the meeting and announce the results. The chairman shall not be a member of the Board. ARTICLE VIII: GENERAL PROVISIONS Section 1: Fiscal Year The fiscal year of the Corporation shall be the calendar year. Section 2: Seal There shall be no necessity for a corporate seal, but if there should be one, such seal shall have inscribed thereon the name of the Corporation and the word "TEXAS". Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Section 3: Indemnification The Association shall indemnify any Director, officer or employee or former Director, officer or employee of the Corporation, against expenses actually and necessarily incurred by him and any amount paid in satisfaction of judgments in connection with any action, suit or proceeding, whether civil or criminal in nature, in which he is made a party by reason or being or having been such a Director, officer or employee (whether or not a Director, officer or employee at the time such costs or expenses are incurred by or imposed upon him) except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. The Corporation shall pay or cause to be paid to any Director, officer or employee the reasonable costs of settlement of any such action, suit or proceeding. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director, officer or employee may be entitled by law or under any bylaw, agreement, vote of members or otherwise. Page - Page 11 of 23 -

12 Section 4: ADDITIONS TO ASSOCIATION The association may, by majority vote, declare and decide to add additional subdivisions or phases to the homeowners association. Such additions shall be with an eighty percent (80%) or more majority of the homeowner's approval of any particular section choosing to join into the association. The association shall cause each subdivision or phase and individual property owners to execute the necessary documents to enable to the properties to be added to the association. ARTICLE IX: AMENDMENTS Section 1: These Bylaws may be altered or amended by at two-thirds (2/3) vote of members voting in person or by proxy at a duly called regular or special membership meeting at which a quorum is present. EXECUTED this 28th day of January Page - Page 12 of 23 -

13 REVISED AND RESTATED RESTRICTIVE COVENANTS OF HEBERLE ESTATES AND MURRAY MEADOWS PHASE 2 (executed 14th day of February, 2000) STATE OF TEXAS COUNTY OF TARRANT RESTRICTIVE COVENANTS FOR Heberle Estates & Murray Meadows Phase 2, Addition to City of Burleson, Tarrant County, Texas, as amended. A. COVENANT 1. KNOW ALL BY THESE PRESENT, that MB Development, A Joint Venture and RA Development, Inc. ("Owners") are the owners of the real property set forth on the attached Exhibits "A" and "B", herein referred to as the "Property" in the above-described real estate subdivision. Owners do hereby place the following restrictions, to be binding on the undersigned as well as subsequent owners of all the Property, which includes lots located in Heberle Estates & Murray Meadows Phase 2 as recorded in the plats filed on August 19, 1999 in Cabinet A, Slide 5242 and filed on August 19, 1999 in Volume A, Page 5241 of the Real Property Records of Tarrant County, Texas. The lots are more particularly described as: Heberle Estates acres Block 1, Lots 1-14 Block 2, Lots 1-16 Block 3, Lots 1-11 Block 4, Lots 1-25 Block 5, Lots 1-7 Block 6, Lots 1-8 Murray Meadows Phase acres Block 2, Lots 6-28 Block 3, Lots 6-15 Block 4, Lots 6-15 Block 5, Lots These restrictions are for the benefit of and shall inure to each and every property owner of the lots above described and may be enforced by any property owner therein. Should the owner and/or tenant of any of the lots located in Heberle Estates & Murray Meadows Phase 2 violate any of these restrictive covenants and/or conditions contained herein, and thereafter refuse to correct same and to abide by said restrictions and conditions after reasonable notice, then in such event any owner of one or more lots or the Heberle Estates & Murray Meadows Phase 2 Homeowners' Association ("Association") as described herein, may institute legal proceedings to enjoin, abate and/or correct such violation and/or violations, and the owner of the lot permitting the violation of such restrictions and/or conditions shall pay all attorneys' fees to be fixed by the Court. The amount of said fees, costs and expenses allowed shall become a lien upon the land, as of the date legal proceedings were originally instituted and said lien shall be subject to foreclosure in such action, so brought to enforce such restrictions, in the same manner as any other lien upon real estate, the procedure which is fixed by statute. Page - Page 13 of 23 -

14 3. Invalidation of any aspect of these restrictions by judgment or court order shall in no way affect any of the other provisions, which shall remain in full force and effect. Failure to enforce any covenant or restriction contained herein shall not be deemed a waiver of the right to do so thereafter. 4. These covenants and restrictions shall run with and bind the land subject thereto for a term of thirty (30) years from the date that this declaration is recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years unless an instrument signed by two-thirds of the owners of the subject lots has been recorded, agreeing to change said covenants and restrictions. 5. Notwithstanding any provision to the contrary, these restrictions may be amended prior to the expiration of the initial thirty (30) year term hereof by the recording of an instrument signed by the then owners of at least two-thirds of the restricted lots in the aforementioned subdivisions. B. USAGE 1. Each lot is hereby designated for use solely as a site for construction of one single family detached dwelling and may not be occupied unless it meets all requirements of these covenants. 2. All houses and structures permitted shall be completed within six (6) months, once construction is started. No structure shall be occupied unless and until the improvements are properly connected to the City of Burleson utility services. 3. Other than the usual and ordinary household pets, no livestock or poultry of any kind shall be raised, bred, or kept on any lot. No commercial breeding of domesticated pets will be allowed. 4. No noxious or offensive activity shall be carried on upon any lot, nor shall anything be done thereon which may be or become any annoyance or nuisance to the neighborhood. 5. Engaging in a trade or business within the subdivision and/or the houses and structuring is prohibited. 6. No oil drilling, oil development operations, oil refining, quarrying or mining operations of any kind shall be permitted upon or in any lot. No derrick or any structure designated for use in boring for oil or natural gas shall be erected, maintained, or permitted on any lot. 7. All residences shall have the front yard landscaped by the end of their first year of occupancy. Grass, weeds and vegetation on each lot in this addition must be kept mowed at regular intervals so as to maintain the same in a neat and attractive manner. Upon failure to so maintain a lot, an Owner of a lot or the Association may, at its option, have the grass, weeds and vegetation cut when, and as often as necessary in its judgment and the owner of the property shall be obligated to reimburse it for costs of such work, and the claim for such reimbursement will constitute a lawful lien against the lot when properly filed with the County Clerk. 8. All trash, ashes, residue, and garbage must be collected in suitable covered containers and moved from the lot regularly by an authorized garbage service licensee, to which service each lot owner herein shall subscribe. No trash, ashes or other residue may be thrown or dumped on any lot in this addition, or allowed to remain thereon. 9. No lot shall be used or maintained as a junk yard for rubbish or wrecked automobiles. All incinerators or other equipment for the storage or disposal of such material shall be kept in clean and sanitary condition. 10. No individual sewage disposal system shall be permitted on any lot. Page - Page 14 of 23 -

15 11. No sign of any kind shall be displayed to the public view on any lot except one professional sign of not more than one (1) square foot, or one (1) sign of not more than five (5) square feet to advertise the property for sale or rent, or signs for use by the builder to advertise or identify the property during the construction or sales period. 12. No automobile repair or paint or body work or any other mechanical work that may require more than two (2) hours to complete shall be permitted on any portion of the lot which is visible from a public road or street. 13. No vehicle larger that a 3/4 ton pickup truck, including boats, trailers, recreational vehicles, motor homes, travel trailers, or hobby vehicles, may be parked on the lawn, in the driveway, or on the street, in front of or on the side or in the driveways outside the building line of any lot for more than a twenty-four (24) hour period. Any such vehicles in the property for longer than twenty-four (24) hours shall be kept in a garage or behind a fence. 14. Specifically excepted from the provisions of this section are activities by the developer carried out in the regular pursuit of construction, maintenance and sales within the subdivision which exemption shall end when all development activity including sales by him are completed. C. ARCHITECTURAL STANDARDS 1. Lots may not be re-platted so as to create from the total combined re-platted lots more separate building sites or lots than existed in the original platting of said combined lots. 2. No structure shall exceed (except by Architectural Control Committee approval and the approval of the Association) two (2) stories in height and a private garage of not more than three (3) cars. 3. Every residence must meet all applicable requirements established by Tarrant County and any alteration or addition to any residence must meet these same requirements. All residences shall be substantially constructed in compliance with the City of Burleson Building Code. 4. All Lots and Blocks contained in Heberle Estates shall have a minimum of 1200 square feet of living area and Murray Meadows shall have a minimum of 1400 square feet of living area. 5. The exterior walls of each house shall be 60% masonry (80% masonry in Murray Meadows Phase 2), stone or brick construction on the first floor or living area unless the Architectural Control Committee and the Association specifically approve a variance in writing. 6. Boundary fences shall be of the construction of Wood (as approved by the Architectural Control Committee) and shall not exceed more than six (6) feet in height. No fence shall be erected or maintained on any lot or plot nearer the front street than the front wall of the residence building line unless approved by the Architectural Control Committee and the Association but in no event less than the boundary lines set by the City of Burleson. All other types of fencing shall be subject to approval by the Architectural Control Committee. 7. All residences will face the front line of the lot and shall not protrude forward of the front building lines as set forth on the dedicated plat. The building lines as currently indicated on the plats have a front building line of 25 feet from the front pin of the lot and 13 feet total for side boundary lines. Side and rear building lines shall meet the requirements of Tarrant County subject to approval by the Architectural Control Committee and the Association. 8. New structures only shall be erected on and permitted to remain in the addition. No structures may be moved into the addition. No structure of a temporary character, trailer, basement, tent, or shed, or garage, barn or other out building shall be used on any lot at any time as a residence either temporary or permanently. Page - Page 15 of 23 -

16 9. No mobile homes or residence of a temporary character shall be permitted. No building material of any kind or character shall be placed or stored upon the property until the owner is ready to commence improvements. 10. Roofs shall be covered in 220 pound 3 tab shingles or better grade composition. No roof pitch shall be less than six to twelve (6-12). No roof shall be constructed of any tile, shingles or other materials, which, when completed, results in a roof color other than Weatherwood. Should Weatherwood no longer be available as a color selection, a substitute similar color should be submitted to the Architectural Control Committee for approval. 11. All boats and/or RVs must be stored behind the front fence line in an enclosed area, screened from view, and may not be parked on the residential streets of the subdivision or in the driveway of any residence. 12. All television antennas or any other mechanism used for receiving television reception shall be stored in the attics of the residences and shall not be permitted to be mounted on top of the roofs. Satellite dishes of 30" or less may be mounted to the dwelling. No CB or citizen's band antennas and/or towers will be permitted within the subdivision without prior approval of the Architectural Control Committee and/or the Homeowner's Association. 13. All car, machine, boat or RV maintenance shall not be conducted in front of the residence and/or in the driveway of the residence and shall be conducted behind the front fence line. 14. Each lot must contain reasonable landscaping around the residence within 190 days after construction has been completed. 15. Each lot and homeowner of record must be a member of the Association formed in conjunction with the placement of the foregoing restrictions on the property. Each homeowner recognizes that, along with being a member of this Association, annual dues as well as assessments can be made from time to time. The initial fee to be paid at closing on each lot will be $ which shall be used for the establishment of the Association and for the maintenance of the common property to be maintained by the Association within or surrounding the subdivision throughout the year. Beginning July 1, 2001, each homeowner shall be required to pay to the Association annual dues of $55.00 per year for the maintenance and upkeep of the subdivision and shared amenities throughout the subdivision. The $ initiation fee shall be transferable upon the sale of the residences. The initiation fee is not payable until the dwelling upon each lot within the subdivision is completed. Each homeowner hereby recognizes the Association's right to place a lien on their house if the dues and/or any assessments are not paid. D. ARCHITECTURAL CONTROL 1. No structure shall be erected, placed or altered on any lot until the construction plans specifications and a plot plat showing the location of the structure shall have been approved by the Architectural Control Committee as to quality of workmanship and materials, harmony of exterior design with existing structures and as to the location with respect to topography and finished grade elevation. A full set of plans will be left with the Architectural Control Committee while any building is under construction. The Architectural Control Committee shall have the right to waive any restrictions herein provided insofar as the same pertains to type of roof or quantity of masonry to be used provided that the appraised value of the proposed house is improved by not less than 12.5%. 2. The Committee's approval or disapproval as required by this covenant shall be in writing. In the event the Committee fails to approve or disapprove plans in sixty (60) days after submission or in any event if no suit to enjoin the construction has been commenced prior to the Page - Page 16 of 23 -

17 completion thereof, approval will not be required and the restrictive covenants herein contained shall be deemed to have been fully complied with. 3. The Architectural Control Committee shall be initially composed of Jim Garrett and Sarah S. Garrett of Garrett Development Co., Tarrant County who shall appoint two (2) additional members. After the construction of the subdivision is completed, homeowners will be asked to participate on this Committee on a yearly basis. In the event of the death of resignation of any member of the Committee, the remaining members shall have full authority to designate a successor. The Committee shall keep no less than three (3) active members at all times. Neither the members of the Committee or its designated representatives shall be entitled to any compensation for services performed pursuant to this covenant. E. HOMEOWNER'S ASSOCIATION I. Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Association, shall be a Member of the Association (provided that any such person or entity who holds such interest merely as security for the performance of an obligation shall not be a Member), and any person or entity who acquired any such fee or undivided fee interest shall be deemed to have accepted membership and assumed all obligations thereof. 2. Subject to these terms, conditions and provisions hereof, every Member shall have a right and easement of enjoyment in and to the Common Property, and such easement shall be appurtenant to and shall pass with the title to every Lot or Living Unit. In addition, any Member may delegate, in accordance with the Bylaws of the Association, his right and easement of enjoyment to members of his family, his guests, his tenants, or contract purchasers who reside on the property. 3. The Community Property shall consist of the front fencing and entrance façade to the subdivisions off of Alsbury Blvd, or other property as the association may from time to time designate. The design, materials, landscaping, and construction of the Common Property shall be initially determined by the Developer and later by the Homeowners Association. 4. Developer, for each Lot owned by him within The Property hereby covenants, and each Owner of any Lot by acceptance of a deed therefore, whether or not it shall be so expressed in any such deed or other conveyance, shall be deemed to covenant and agree to pay to the Association: (1) annual assessments of charges, (2) special assessments for capital improvements, such assessments to be fixed, established and collected from time to time as hereinafter provided. Such semi-annual and special assessments, together with such interest thereon and costs of collection thereof as hereinafter provided shall be a charge on the land and shall be a continuing lien on the property against which each such assessment is made. Each such assessment, together with such interest thereon and cost of collection thereof, and reasonable attorneys' fees, shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fell due. Each purchaser of a Lot shall be obligated to pay at the closing of such Lot, the prorated assessments for that annual period. 5. The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the residents in The Property, and, in particular, for the improvement and maintenance of properties, services and facilities devoted to this purpose and related to the use and enjoyment of the Common Property and of the homes situated upon The Property, including, but not limited to, the payment of taxes and insurance on, and repair, replacement and additions to, and for the cost 'of labor, equipment, materials, management and supervision' of the Common Property. Page - Page 17 of 23 -

18 6. Annual assessments shall begin on the first day of July following the initial conveyance of any Lot by the Developer, and the annual assessment for the Owner of each Lot or Living Unit shall be determined at an annual rate. The Board of Directors of the Association, may, after consideration of current maintenance costs and future needs of the Association, fix the actual assessment. 7. In addition to the annual assessments authorized by Paragraph 5 hereof, the Association may levy in any assessment year a special assessment, applicable to that year only, for the purpose of defraying, in whole or part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the Common Property, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the assent of 60 percent of the votes of the Members voting in person or by proxy at a meeting duly called for such purpose, written notice of which shall be sent to all Members not less than fifteen (15) days nor more than thirty (30) days in advance setting forth the purpose of the meeting. 8. From and after July 1, 2000, the maximum annual assessment may be increased effective January 1 of each year without a vote of the membership in conformance with the rise if any, of the Consumer Price Index (published by the Department of Labor, Washington, D.C.) for the preceding month of July. From and after January 1, 2000, the maximum annual assessment may be increased above that established by the Consumer Price Index formula by a vote of the Members, provided that any such change shall have the approval of sixty percent (60%) of the 15 Members voting in person or by proxy at a meeting duly called for such purpose, written notice of which shall have been sent to all Members not less than fifteen (15) days nor more than thirty (30) days in advance of the meeting setting forth the purpose of the meeting. 9. The annual assessments provided for herein shall become due and payable on the 1st day of July of each year commencing July 1, 2000 and the due date of any special assessment shall be fixed in the resolution authorizing such assessment. The Board of Directors may, at its option, change the annual assessments to a semiannual or monthly assessment and determine the due date thereof. 10. The Board of Directors of the Association shall, upon the commencement date herein provided, prepare a roster of The Property and assessments applicable thereto which shall be kept in the office of the Association, and shall be open to inspection by any Owner. Written notice of the initial assessment and of any subsequent changes therein shall be forthwith sent to every Owner subject thereto. The Association shall, upon demand, at any time furnish to any Owner liable for said assessment a certificate in writing signed by an officer of the Association, setting forth whether said assessment has been paid. A reasonable charge may be made by the Board for the issuance of such certificate and such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid. 11. The Committee's approval or disapproval, as required in these covenants, shall be in writing. In the event the Committee, or its designated representative, fails to approve or disapprove within the thirty (30) days after plans and specifications have been submitted to it, or in any event, if no suit to enjoin the construction has been commenced prior to the completion thereof, approval will not be required, and the related covenant shall be deemed to have been fully complied with. 12. The Owner of each Lot agrees to be bound by the terms of the Restrictions and the By- Laws of the Association, as same may be amended from time to time. Page - Page 18 of 23 -

19 13. The Association shall have a lien to secure payment of the homeowners' dues special assessments, and initiation fee provided for in paragraph fifteen (15). The lien shall be a continuing lien against each lot, securing the obligation to pay the dues, special assessments, and initiation fee assessed against each lot, and shall be a personal obligation of the owner of the lot at the time the assessment is payable. Such lien may be enforced by appropriate judicial proceedings. The lien shall be a first and prior lien and is subordinate only to the following; 1) liens in favor of a political subdivision of the State of Texas securing the obligation to pay ad valorem taxes assessed against the lot, and 2) the lien securing any purchase money deed of trust, deed of trust and/or mechanic's lien contract to secure a lien for improvements constructed on any lot, and any renegotiation, modification, renewal, refinance, or extension of said loans provided such loan documents are recorded prior to the assessment for which a lien is claimed. Page - Page 19 of 23 -