WHEREAS, Declarant is the owner of certain real property located in Plymouth, Minnesota, legally described on Exhibit A attached hereto which real property will hereinafter be referred to as the "Property";

     WHEREAS, Declarant is desirous of developing the Property as 28 single family residences of a similar design and construction;

     WHEREAS, Declarant is also the owner of certain real property contiguous to the Property on which Declarant intends to construct additional residences at a later time and cause such additional property to become subject to this Declaration (hereinafter the "Additional Property"), which Additional Property is legally described on Exhibit B attached hereto.

     WHEREAS, Declarant wants to provide for the preservation of the values and amenities of the Property and any additions thereto and to this end, desires to subject the Property and any additions thereto to the covenants, conditions, easements, restrictions, charges and liens hereinafter set forth each and all of which is and are for the benefit of said Property and each owner thereof;

     WHEREAS, in order to affect the preservation of the values and amenities of the Property and to receive the power to attend to and effectuate policies and programs that will enhance the pleasure and value of the Property and maintain, administer and enforce these covenants, conditions, easements and restrictions and collect and disburse assessments, charges hereafter created, Declarant has incorporated under the laws of the State of Minnesota the Jamestown Homeowner's Association, Inc., for the purpose of exercising those functions;

SECTION 1

     1.1 "Additional Property" shall mean the real property described on Exhibit B attached hereto.

     1.2 "Association" shall mean and refer to Jamestown Homeowner's Association, Inc. its successors and assigns.

     1.3 "Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the Owners.

     1.4 "Court Yard Lots" shall mean those Lots not directly abutting a public street.

     1.5 "Declarant" shall mean and refer to Centex Homes Corporation, its successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of sale and development.

     1.6 "Declaration" shall mean this document and all amendments or supplements thereto.

     1.7 "Limited Common Area" shall mean all Common Area owned by the Association with the use and enjoyment of such Common Area for only certain designated owners.

     1.8 "Lot' shall mean all lots referred to and depicted upon any recorded subdivision plat of the Property with the exception of any Outlots so designated on the plat for the Property.

     1.9 "Member" shall mean a Member of the Association.

     1.10 "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot which is a part of the Property, including a Contract Vendor (unless Contract for Deed specifically states that the Contract Vendee is the owner for these purposes).

     1.11 "Property" shall mean and refer to that certain real property described on Exhibit A attached hereto and such Additional Property as may hereafter be brought within the jurisdiction of the Association and become subject to this Declaration.

     1.12 "Residence" shall mean the improvements constructed on Lots in the Property to be used as a personal residence and garage.

SECTION 2

     2.1 The Lots shall each be improved with 1 Residence and said Lots and Residences will be restricted to residential use. Unless stated otherwise in this Declaration, an Owner shall be responsible for maintenance of the Lot and the Residence thereon including the costs of such maintenance.

     3.1 Outlots A and I Jamestown, a portion of the Property, is hereby declared to be a Common Area. Such Common Area shall be owned by the Association and it shall be used as for open space, trails and recreational facilities. The Common Area shall be conveyed to the Association prior to the conveyance of the first Lot,

     3.2 Outlots B, C, D, and E Jamestown, a part of the Property, are hereby declared to be Limited Common Areas. Such Limited Common Areas shall be owned by the Association and these Limited Common Areas shall be used by Owners of the Court Yard Lots for the following:

a) access for pedestrian and vehicular traffic from certain Lots to a public street;

b) location of all necessary utility lines and equipment to service certain Lots with necessary utilities from the public utility lines and equipment located on or under the public streets.

Each of the Limited Common Areas shall be conveyed to the Association prior to a conveyance of any Court Yard Lot benefited by the relevant Limited Common Areas. Parking of motor vehicles and the storage of any personal property is prohibited on any Limited Common Areas. The Court Yard Lots benefited by the various Limited Common Areas are as set forth on Exhibit C attached hereto.

     3.3 The Lots, Court Yard Lots, Common Areas and Limited Common Areas will be subject to and benefited by the following Easements for the following purposes:

     a) Street rights-of-way, and utility, drainage, easements all as depicted on the various recorded plats of the Property. These rights-of-way and easements are for the benefit of the public including the Owners. The City of Plymouth and the appropriate Public Utility Companies shall have the obligation and right to maintain and repair the street rights-of-way, utilities and drainage areas all as set forth in the various documents, including the plats, creating such easements.

     b) Declarant hereby reserves reasonable easements over and across the Property in connection with the proposed development of the Additional Property. Such easements are only for the purpose of allowing Declarant or its agents to go upon the Property in connection with the development and construction on the Additional Property. Such easements are temporary in nature and they will terminate as of the earlier of:

(i) all Additional Property being made subject to this Declaration; or

(ii) the earlier of the closing on the sale of 75 lots or 5 years from the date of the recording of this Declaration.

     c) The Declarant shall construct fences along portions of the rear and side lot lines of the Lots. After completion, the Association shall own, maintain, repair and replace the fences and the cost of such maintenance, repairs and replacement shall be a common expense assessed against the various Lots as set forth in §6 hereof. The Association shall have an easement to go upon any Lot in connection with the maintenance, repair, or replacement of the fences. Each owner shall report to the Association any defect or need for maintenance, repairs, or replacement of such fences. Any alternations or additions to the fences shall be governed by the provisions made under §7 hereof which requires approval of the Board of Directors or a committee appointed by the Board of Directors. Any additions to the fences on the rear and side lot lines of the Lots shall become the property of the Association. Any other approved fencing erected on a Lot which fencing is not on a lot line and not attached to any fencing on the lot line shall remain the property of the Owner. In connection with the construction, maintenance or repair of any fence, the Association shall not be liable for any damage caused to plants, vines, shrubs, bushes, flowers or trees. An Owner shall be responsible for any and all damages to any portion of an Association fence caused by the negligence, misuse, or neglect of the Owner, family member, guest, business invitee, or tenant, in which case such expense shall be charged to the Owner.

     3.4 The Declarant shall construct and/or plant any and all necessary improvements or landscaping in or on the Common Areas, and Limited Common Areas and have an easement to complete such construction or landscaping. The Association shall maintain the Common Areas and Limited Common Areas and the cost of such maintenance shall be assessed against the various Lots as set forth in §6 hereof. The Association shall have the right to go upon any Lot in connection with the maintenance or repair of the Common Area, Limited Common Areas or fences. In connection with the construction, maintenance and repairs as described hereunder the relevant party, either Declarant or Association shall be responsible for the replacement, repair, maintenance and/or replacement of landscaping for improvements or landscaping damaged by Declarant or Association unless such landscaping or improvements had been positioned in such a way as to make it unreasonable for Declarant or Association to undertake such construction, repair or maintenance and/or replacement without damaging such landscaping or improvements.

     3.5 In connection with the Common Areas and Limited Common Areas, the Association reserves the right to dedicate or transfer all or any part of the Common Areas or Limited Common Areas to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed upon by the Members. No such dedication or transfer shall be effective unless approved by 75% of each class of members agreeing to such dedication or transfer as evidenced by a recorded certificate of the Secretary of the Association in the same form and manner as required for amending this Declaration.

     3.6 Any Owner may delegate his right of enjoyment to the Common Elements and Limited Common Areas to members of his family, his tenants, guests or invitees.

SECTION 4

     4.1 The Additional Property may be subdivided into a maximum of 72 additional Lots. The Declarant, its successors and assigns, without the consent of the other Owners, may subject the Additional Property to the Declaration, by filing an amendment to this Declaration on or before December 31, 1992; provided, however, that the Federal Housing Administration (hereinafter FHA) and the Veteran's Administration (hereinafter VA) shall have the right to veto any such future additions in the event that either of such agencies determines that any such future addition is not in accordance with the general plan of development heretofore approved by each, or one of them.

     4.2 Additions authorized under this Section shall be made by recording a Supplementary Declaration of Covenants, Conditions and Restrictions with respect to the Additional Property, and after such filing, such Additional Property shall be subject to the covenants and restrictions of this Declaration. Such Supplementary Declaration shall contain such complementary additions and modifications of the covenants and restrictions contained in this Declaration as may be necessary to reflect the different character, if any, of the Additional Property and shall not be inconsistent with the scheme of this Declaration. In no event, however, shall such Supplementary Declaration revoke, modify or add to the covenants established by this Declaration within the existing Property; such revocations, modifications or additions must be the subject of a separate amendment to this Declaration as discussed at §11.4 below.

SECTION 5

     5.1 Membership. Every person or entity who is an Owner of any Lot which is subject by covenants of record to assessment by the Association, including, but not limited to, contract vendors, (unless Contract for Deed specifically states that the Contract Vendee is the owner for these purposes) shall be a member of the Association. The foregoing is intended to exclude persons or entities holding an interest merely as security for the performance of an obligation including Contract Vendors (unless the Contract for Deed provides otherwise), until such time as such person acquires a fee simple interest in such Lot by foreclosure or by any proceeding in lieu thereof or, as to a Contract Vendor, after such time as the Contract for Deed is cancelled. Membership shall be appurtenant to and may not be separated from the ownership of any Lot which is subject to assessment by the Association. Ownership of such Lot shall be the sole qualification for membership.

     5.2 Voting Rights. The Association shall not have nor shall it issue any capital stock and shall have only two (2) classes of voting membership:

a) Class A. Class A members shall be all those Owners as defined in §1.8, with the exception of the Declarant. Each Class A member shall be entitled to one (1) vote for each Lot in which he holds the interest required for membership by §1.8. When more than one person holds such interest in any Lot, all such persons shall be Members. The vote for such Lot shall be exercised as they, among themselves, shall determine but in no event shall more than one (1) vote be cast with respect to any Lot.

b) Class B. The Declarant shall be the sole Class B member and shall be entitled to three (3) votes for each Lot owned. Declarant shall be entitled to votes for Lots added pursuant to §4 at such time as the Supplementary Declaration referred to in §4.2 has been recorded. Class B membership shall cease and be converted to Class A membership upon the occurrence of the first of the following events:

(i) when the total number of votes outstanding in the Class A membership equals or exceeds the total number of votes outstanding in the Class B membership, provided however that Class B membership shall be reinstated during any period of time in which, because of the addition of Additional Property, Declarant's votes (based on 3 votes for each Lot) would once again exceed the number of votes of the Class A membership; or

(ii) December 31, 1992.

     5.3 Suspension of Voting Rights. The right of any Member to vote and the right of any Member, his family or guests to use any recreational facilities that may be acquired by the Association shall be suspended during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended, after notice and hearing, for a period not to exceed sixty (60) days for any infraction of any rules or regulations published by the Association.

     5.4 Board Members & Declarant Control. The affairs of this Association shall be managed by a Board of directors. Declarant shall have the right to control such Board as follows:

a) Initial Board - three persons selected by Declarant;

     b) Within 60 days after Declarant closes on the sale of at least 50 lots, the Board will be increased to five members, three of whom will be selected by Declarant, two of whom shall be elected by Lot owners other than Declarant at a annual or special meeting called for such purpose.

     c) In any event within 60 days after the earlier of the closing on the sale of 75 lots or 5 years from the date of the recording of this Declaration, a new five person board will be elected by members of the Association at an annual or special meeting called for such purpose.

SECTION 6

     a) general annual assessments or charges; and

     b) special assessments for capital improvements, or repair or replacement thereof such assessments to be established and collected from time to time as hereinafter provided.

The general annual and special assessments, together with such interest thereon and costs of collection thereof as hereinafter provided, shall be a charge on each Lot against which each such assessment is made. Each such assessment, together with such interest thereon and all costs of collection thereof as hereinafter provided, shall also be the personal obligation of each person who was the Owner of each such Lot at the time when the assessment fell due. The personal obligation for delinquent assessments shall not pass to such Owner's successors in title unless expressly assumed by them. Ail such assessments shall be fixed, established, and collected from time to time in the manner provided in this Article.

     6.2 Purpose of Assessments.  The assessments levied by the Association shall be used exclusively for the purposes of promoting the pleasure, health, safety, and welfare of the residents of the Property and, in particular, for the maintenance and reasonable replacement reserves, of the Limited Common Areas and services and facilities devoted to such common purposes, including but not limited to maintenance of the recreational and playground improvements located on the Common Area, maintenance, snow removal and repair of the Limited Common Elements, private utilities and maintenance and repair of all Association fences and monuments. Such assessments shall also be used for reasonable replacement reserves and insurance. All expenditures by the Association for the above stated purposes, shall be uniformly assessed against all lots in the Property except as follows:

     a) Only those Lots benefited by the Limited Common Areas as set forth in Exhibit C hereto will be assessed for maintenance and repairs of the Limited Common Areas. All Lots benefited by Limited Common Areas will be assessed for maintenance and repair of all the Limited Common Areas regardless of whether such maintenance or repair actually took place or will take place on the Limited Common Areas benefiting any particular Lot.

     b) Declarant’s obligation to pay assessments is as set forth in §6.6.

     6.3 Initial and Maximum Annual Assessments. The amount of the maximum annual assessments shall be determined by the Board of Directors as hereinafter provided but subject, however, to the following restrictions:

     6.4 Special Assessments. In addition to the general annual assessments authorized by §6.3, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying in whole or in part the cost of any construction or reconstruction, unexpected repair or replacement of a capital improvement; provided, however, that any such assessment shall require the assent of 75% of the votes of each class of Members. If the special assessment involves only construction or reconstruction of a Limited Common Area, the assent required shall be 75% of Class B Members and 75% of the Class A Members of Lots benefited by the Limited Common Areas as set forth on Exhibit C. The Members can vote in person or by proxy at a meeting duly called for such purpose.

     6.5 Uniform Rate of Assessment. Both general annual and special assessments must be fixed at a uniform rate for all Lots owned by persons, firms or corporations other than Declarant and taking into consideration that only certain Lots will be assessed for the Limited Common Areas.

     6.6 Date of Commencement of Annual Assessments; Due Dates.
The annual assessments provided for herein shall commence as to all Lots on the first day of the month following the conveyance of the Common Areas; provided, however that any Lot owned by the Declarant shall be assessed at the rate of 25% of the amount which would otherwise be assessed against an improved Lot, and such Lots shall not be fully assessed until such time that a Residence is constructed upon such Lot and a Certificate of Occupancy therefore issued by the City. If Additional Property is added in accordance with §4 hereof, for purposes of assessments payable by Declarant on Property so annexed, no reference shall be made to the Property already subject hereto and the date of commencement and amount of annual assessments shall be determined solely in accordance with this section.

     6.7 Duties of the Board of Directors. The Board of Directors of the Association shall fix the date of commencement and the amount of the assessment against each Lot for each annual assessment period at least thirty (30) days in advance of such date of commencement for such period, and shall at that time prepare a roll of the properties and assessments applicable thereto which shall be kept in the office of the Association and shall be open to inspection by any Owner. The Board shall have the right to collect any annual or special assessments on a monthly basis. Written notice of every assessment shall thereafter be sent to each Owner subject to such assessments. The Association shall, upon demand and upon the payment of a reasonable charge, furnish a written certificate signed by an officer of the Association setting forth whether or not assessments upon particular Lots have been paid. Such certificate shall be conclusive evidence of payment of any assessments therein stated to have been paid.

     6.8 Effect of Nonpayment of Assessment; the Personal Obligation of the Owner; the Lien; Remedies of Association.

     a) If any assessment is not paid on the date when due, then such assessment shall become delinquent and shall, together with such interest thereon at 8% per annum or the highest rate allowable under the then existing state and/or federal law under similar circumstances, and costs of collection thereof as hereinafter provided, thereupon become a continuing lien on such Lot or Lots, which shall bind such Lot or Lots in the hands of the then Owner, his heirs, devisees, personal representatives, and assigns. The personal obligations of the then Owner to pay such assessment, however, shall remain his personal obligation and shall not pass to his successors in title unless expressly assumed by them. Such lien shall run in favor of the Association and shall be superior to all other liens and encumbrances on such Lot except for the following:

     (i) liens for general real estate taxes and special assessments levied by any governmental authority 7 and

     (ii) the lien of any first Mortgage or Contract for Deed.

     b) All other lienors acquiring liens on any Lot after this Declaration shall have been recorded and whose liens shall also have been recorded shall be deemed to consent that their liens shall be and remain inferior to future liens provided for herein, whether or not such consent has been expressed in the instruments creating their liens.

     c) To evidence a lien for sums assessed pursuant to this article, the Association may prepare a written notice of lien setting forth the amount of the assessment, the date due, the amount remaining unpaid, the name of the Owner of the Lot, and a description of the Lot and file or record the same, but such notice of lien shall not be recorded until such assessment has been wholly or partially unpaid for at least thirty (30) days from the due date. An action or proceeding to foreclose such lien must be commenced within three years after such lien is recorded. Such lien may be enforced and foreclosed by the Association in the same manner in which Mortgages on real property, may be foreclosed by action or under a Power of Sale in Minnesota. Each Owner, by acceptance of a deed for any Lot, does further hereby give full and complete power of sale to the Association and does consent to a foreclosure of the assessment Lien as if such lien were a mortgage containing a Power of Sale. In the event of any such foreclosure, and in the further event that the Association shall prevail in any such foreclosure, the person personally obligated to pay the same shall be required to pay all costs of foreclosure, including but not limited to, reasonable attorneys' fees. The person personally obligated to pay such lien shall also be required to pay the Association any assessments against the Lot which shall become due during the period of foreclosure. The Association shall have the right and power to bid at the foreclosure sale or other legal sale and to acquire, hold, convey, lease, rent, encumber, use, and otherwise deal with the Lot as the Owner thereof. A release or satisfaction of the notice of lien shall be executed by an officer of the Association and recorded upon payment of all sums secured by such lien.

     d) Any encumbrancer holding a lien on any Lot may pay, but shall not be required to pay, any amounts secured by the lien created and authorized by this section, and upon payment of such sum, such encumbrancer shall be subrogated to all rights of the Association with respect to such lien, including, but not limited to, priority as to any other lien or interest in such Lot.

     e) The Association shall, upon written request, report to any First Mortgagee or other encumbrancer of a Lot the amount of the assessments remaining unpaid for a period longer than ninety (90) days after the same shall become due.

     f) No Owner may waive or otherwise escape personal liability for the assessment provided for herein by abandonment of his Lot. A suit to recover a money Judgment for such expenses, with costs of collection and interest as provided for herein, shall be maintainable by the Association without foreclosing or waiving the lien securing the same.

     6.9 First Mortgages and Contracts. The sale or transfer of any Lot pursuant to the foreclosure of a First Mortgage or cancellation of a Contract for Deed, or pursuant to any other proceeding or arrangement in lieu of such foreclosure or cancellation, shall extinguish the lien of such assessments as to installments which became due prior to the effective date of such sale, transfer or acquisition by the Mortgagee or Vendor to the end that no assessment liability shall accrue to an acquiring Mortgagee or Vendor except with respect to installments of assessments becoming due after Possession has passed to such acquiring Mortgagee, whether such possession has passed at the termination of any period of redemption or otherwise, and in the event of the extinguishment of such assessment lien as aforesaid, the entire amount of such unpaid assessment shall be reallocated and assessed against, and payable by the Owners of all other Lots in the Association, exclusive of such encumbered Lot. No such sale, transfer or acquisition of possession shall relieve an Owner of a Lot from liability for any assessments thereafter becoming due or from the lien thereof, or shall relieve the person personally obligated to pay the assessments which were levied prior to the transfer of such property from the personal obligation to pay the same.

SECTION 7

     7.1 No exterior additions, removals or alterations (including changes in color or appearance) to any building on the Property, additional fences, hedges, walls, walkways, and other structures shall be commenced, erected or maintained except such as are installed or approved by the Declarant in connection with the initial construction of the Residences on the Property, until the plans and specifications showing the nature, kind, shape, height, materials, location and approximate cost of same shall have been submitted to and approved in writing as to harmony of the external design and location in relation to surrounding building erected upon the Property by an architectural committee composed of the Board of Directors of the Association or three (3) or more representatives appointed by the Board of Directors. In the event said Board or its designated committee fails to approve or disapprove such design and location within thirty (30) days after said plans and specifications have been submitted to it, such approval shall be deemed to have been given. If no application has been made to the architectural committee or their representatives, or if such application has been rejected, a suit to enjoin or remove such additions, alterations or changes may be instituted at any t/me by the Association or any Owner; provided, however, no suit to enjoin or remove such additions, alterations or changes may be commenced if unapproved improvements have been completed for a period of ninety (90) days and thereafter a deed to a new Owner is recorded, such improvements having been deemed to have been approved by the architectural committee. None of the members of the architectural committee shall be entitled to any compensation for their services performed pursuant to this paragraph, but compensation may be allowed to independent professional advisors retained by such committee. Exterior antennae shall not be placed on any building without the express written approval of the architectural committee. During the time in which the Association has a Class B membership, all decisions of the architectural committee may be vetoed by the Declarant.

SECTION 8

     8.1 Each Owner is responsible for obtaining and keeping in full force and effect:

     8.2 The Board of Directors of the Association or its duly authorized agent shall obtain and keep in full force and effect:

Premiums for all insurance carried by the Association are Common Expenses included in the Common Assessments made by the Association.

     8.3 If the Residence(s) on any Lot(s) are destroyed by fire or other perils, the Owner shall determine whether to reconstruct such improvements. On reconstruction, the design, plan, and specifications of any improvements may vary from that of the original upon approval of the Architectural Control Committee; provided, however, that the number of square feet of any residence may not vary by more than 5% from the number of square feet for such residence as originally constructed, and the location of the buildings shall be substantially the same as prior to the damage or destruction. Ail reconstruction costs and expenses shall be the sole obligations of the affected Owners only.

     8.4 If improvements in a Limited Common Areas are damaged or destroyed and a reconstruction assessment is necessary, the reconstruction assessment will be against only those Owners benefited by the Limited Common Areas.

SECTION 9

     9.1 Each residence shall be used only as a single family residence. No garage shall be occupied for any purpose other than the storage of vehicles and personal property, nor shall any trade or business of any kind be carried on within a Residence, garage or upon a Lot, nor shall any Lot or any part thereof be leased, sublet, assigned or suffered to be used for hotel or transient occupancy; provided, however, that none of the following activities shall be considered to be in violation of these restrictions"

     a) the maintenance of a business and sales office by the Declarant during the construction and sale periods;

     b) the maintenance of an office by the Association or its designated manager for the purposes of management of the Property;

     c) lease or rental of a Residence for purposes consistent with this section.

     9.2 Each Residence and Garage are to be of an exterior earth tone color or other color compatible with the general color scheme of the residences.

     9.3 Nothing shall be done or kept on any Lot or any part hereof which would be in violation of any statute, rule, ordinance, regulation, permit or other validly imposed requirement of any governmental body. No damage to or waste of the Property or the improvements situated thereon shall be committed by an Owner or any invitee of any Owner, and each Owner agrees to indemnify and hold harmless the Association and the other Owners from and against all loss resulting from any such damage or waste caused by him or his invitees. No noxious, destructive or offensive activity shall be allowed on any Lot, nor shall anything be done thereon which may be or may become an annoyance or nuisance to any other Owner or to any other person at .any time lawfully residing on the Property.

     9.4 No animals (exclusive of domestic household pets), rabbits, reptiles, livestock, fowl or poultry of any kind shall be raised, bred or kept in or upon any Lot or any part thereof, and the Association may by regulation, rule or otherwise develop rules for the keeping of dogs, cats or other household pets; provided, however, that no such pets shall be kept, bred or maintained for any commercial purposes.

     9.5 No signs of any kind shall be displayed to the public view on any Lot except in connection with the Monument Easement described at §3.3b= provided, however, one sign, if not more than five (5) square feet in area and which shall be attached or affixed to a Residence or put on its Lot, may be used to advertise for sale or rent; provided, further, the Declarant reserves for itself and its agents the right to maintain a business and sales office during the construction and sales and to place any advertising sign upon the property during such period.

     9.6 No Owner shall be permitted to keep or store on any portion of the Property any major recreational equipment which is defined to mean travel trailers, pick-up campers or motorized dwellings, camper trailers, boats or boat trailers. Owners shall at all times park and/or store vehicles in garages.

SECTION 10

     10.1 Although this Declaration, the Articles of Incorporation and the Bylaws of the Association contain numerous provisions that meet the various requirements of first mortgagees and various state and federal agencies and corporations and private corporations that make, purchase insurance and guaranty mortgages, this article shall highlight certain rights of First Mortgagees.

     10.2 Mortgagee's Rights. Notwithstanding any other provisions of this Declaration, the Articles of Incorporation or the Bylaws of the Association, the provisions of this §10 shall control, and in the event of a conflict between the provisions of such Declaration, Articles or Bylaws, the provisions of this article shall control.

     10.3 Notice of Default. Any Mortgagee holding a first Mortgage on a Lot, and who shall have previously filed a written request with the Association, shall be entitled to written notification of any default by the mortgagor or Owners of such Lot or his, or their, heirs, successors or assigns in the payment of any assessments or the performance of any other duties or obligations herein set forth which shall have remained in default for a period of thirty (30) days or more. The neglect or failure of the Association to tender such notice to the Mortgagee shall toll the running of any time limits applicable to the procedure for the collection of such assessment or remedies available to the Association on account of such default.

     10.4 Consent Required. Without the prior written approval of 75% of the Members of each class of membership and 75% of the first mortgagees, the Association shall not be entitled to-

     a) by act or omission, seek to abandon, partition, subdivide, encumber, sell or transfer any Property which the Association shall have acquired for the benefit of the Owners;

     b) change the method of determining the obligations, assessments, dues or other charges which may be levied against a Lot;

     c) by act or omission, change, waive or abandon the scheme of exterior and architectural controls, maintenance of improvements in the Common Areas, Limited Common Areas or Private Easements.

SECTION 11

The Property shall be maintained in accordance with the following conditions and rules:

     a) If, in the opinion of the City Council of the City of Plymouth, expressed in a resolution, the Association has failed to provide adequate maintenance and repair of any Limited Common Areas within the Property which have not been dedicated to public use; adequate snow removal from any said Limited Common Areas; adequate control of surface water drainage; adequate construction, and/or maintenance and repair of any sanitary sewer, storm sewer, water supply system, or other public utilities the construction, and/or maintenance and repair of which are the responsibility of the Association, or the owners of Lots; or adequate care of the Common Area; then duly authorized agents of the City of Plymouth may enter upon the Property and perform such street maintenance and repair; snow removal from streets; control of surface water drainage; maintenance and repair of sanitary sewer, storm sewer, water supply system or other public utilities; as the City Council of the City of Plymouth shall have deemed necessary to preserve the health, safety and welfare of the residents of the Property or of the City of Plymouth.

     b) If the City of Plymouth performs maintenance or makes repairs pursuant to this Declaration or constructs any public improvements pursuant to the laws of the State of Minnesota then the City may assess the cost of said maintenance or repairs or public improvement directly against the benefited Lots, or the City may assess the Com0non Area and Limited Common Areas for the cost of said maintenance or repairs, or public improvement. If the City assesses the Common Area and Limited Common Areas for the cost of said maintenance or repairs, or public improvement. If the City assesses the Common Area and Limited Common Areas for the cost of said maintenance or repairs, then the Association or the owners of Lots shall levy a special assessment against the benefited Lots to defray the total amount of the City assessment. Said special assessment need not have the consent of the Owners, Occupants or Owner/Tenants.

     c) The title of the Association and the owners of Lots in and to the Common Area and Limited Common Areas is hereby made subject to a non-exclusive easement in favor of the City of Plymouth for the purpose of ingress and egress for police, fire rescue and other emergency calls, animal control, health and protective inspection and to provide to the Owners other public services deemed necessary by the City of Plymouth, and for the purposes set forth herein.

     d) The cost of any work performed by the City of Plymouth pursuant to this Declaration shall be assessed pursuant to the above provisions.

SECTION 12

     12.1 The Declarant, the Association or any Owner shall have the right to enforce, by a proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens, or charges now or hereafter imposed by the provisions of this Declaration, including, but not limited to, the collection of all assessments. In the event that the Declarant, Association or any Owner should employ the services of an attorney in connection with a breach of the terms hereof by a Member, his family, guests, tenants or contract purchasers, or in connection with the enforcement of the terms hereof, and if the Declarant, Association or any Owner shall prevail in any such action, such Member shall pay, in addition to all other sums due, the Declarant's, Association's or any Owner's reasonable attorneys' fees, costs, and expenses. The failure by the Declarant, the Association or by any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. If these restrictions are enforced by appropriate proceedings by any one or more of such heretofore described persons, such persons may be reimbursed by the Association for all or any part of the costs incurred, as the Board of Directors of the Association shall in its sole discretion determine.

     12.2 Solely for the purpose of performing the maintenance or repair authorized by this Declaration, the Association through its duly authorized agents or employees shall have the right, after reasonable notice to the Owner· to enter upon any Lot.

     12.3 The invalidation of any one of these covenants or restrictions by legislation, Judgment or court order shall in no way affect any other provision which shall remain in full force and effect.

     12.4 Except for Amendments in connection with adding Additional Property, which can be done by Declarant alone, the provisions of this Declaration may be amended at any time by a vote of at least 75% of each class of Owners. Such amendment must be properly recorded and a recorded certificate of the Secretary of the Association certifying that the Amendment was approved by at least 75% of each class of Owners shall be sufficient evidence of such fact.

     12.5 As long as there are Class B Members, the following actions shall require the prior approval of the FHA or the VA:

a) addition of Additional Property;

b) amendment of this Declaration of Covenants, Conditions, and Restrictions; and

c) conveyance or dedication of the Common Area.

 

STATE OF MINNESOTA )
                   ) ss
COUNTY OF HENNEPIN )

Drafted by:
BRIGGS AND MORGAN, P.A.
2200 First National Bank Bldg.
Saint Paul, Minnesota 55101